10KSB

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

                                   FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [No Fee Required]
     For the transition period from ________ to ________

                        Commission File No. 002-98997-NY

                       CHINA CABLE AND COMMUNICATION, INC.
                       -----------------------------------
           (Name of small business issuer as specified in its charter)

           Delaware                                      11-2717273
           --------                                      ----------
  (State or jurisdiction of                 (I.R.S. Employer Identification No.)
incorporation or organization)

No. 22 Bei Xin Cun Hou Street, Xiang Shan, Haidian District,
     Beijing 100093, the People's Republic of China                 n/a
     ----------------------------------------------                 ---
       (Address of principal executive offices)                 (Zip Code)

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

           Securities registered pursuant to Section 12(b) of the Act:

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

           Securities registered pursuant to Section 12(g) of the Act:
                          $.0001 Par Value Common Stock
                          -----------------------------
                                (Title of Class)

     Check whether the issuer (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 report), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     The issuer's revenues for the fiscal year ended December 31, 2004 were
$4,597,240

     As of April 29, 2005, the registrant had 76,928,260 common shares
outstanding, and the aggregate market value of the common shares held by
non-affiliates was approximately $5,176,997*. This calculation is based upon the
closing sale price of $0.20 per share on April 29, 2005.

*    Without asserting that any of the issuer's directors or executive officers,
     or the entities that own 48,835,776 shares of common stock are affiliates,
     the shares of which they are beneficial owners have been deemed to be owned
     by affiliates solely for this calculation.

     Transitional Small Business Disclosure Format: Yes [ ]  No [X]



                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

PART I.........................................................................3

     ITEM 1.   DESCRIPTION OF BUSINESS.........................................3
     ITEM 2.   DESCRIPTION OF PROPERTY........................................22
     ITEM 3.   LEGAL PROCEEDINGS..............................................22
     ITEM 4.   SUBMISSION OF MATTERS OF A VOTE OF SECURITY HOLDERS............24
     ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.......24
     ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS............................26
     ITEM 7.   FINANCIAL STATEMENTS...........................................35
     ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE............................35
     ITEM 8A.  INTERNAL CONTROLS AND PROCEDURES...............................35


PART II.......................................................................35

     ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
               PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.....35
     ITEM 10.  EXECUTIVE COMPENSATION.........................................39
     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT AND RELATED STOCKHOLDER MATTERS.....................41
     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................45
     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K...............................46
     ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES ........................49
               SIGNATURES ....................................................50

CONSOLIDATED FINANCIAL STATEMENTS............................................F-1



                                        2


PART I

ITEM 1. DESCRIPTION OF BUSINESS

     References to the "Company" shall mean China Cable and Communication, Inc.
and all its subsidiaries in which it owns more than 49% of the ownership
interest.

     This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, and Section 21E
of the Securities Exchange Act of 1934. These statements relate to future events
or the Company's future financial performance. The Company has attempted to
identify forward-looking statements by terminology including "anticipates,"
"believes," "expects," "can," "continue," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "predict," "should" or "will" or the
negative of these terms or other comparable terminology. Such statements are
subject to certain risks and uncertainties, including the matters set forth in
this report or other reports or documents the Company files with the Securities
and Exchange Commission from time to time, which could cause actual results or
outcomes to differ materially from those projected. Although the Company
believes that the expectations reflected in the forward-looking statements are
reasonable, the Company cannot guarantee future results, levels of activity,
performance or achievements. Undue reliance should not be placed on these
forward-looking statements which speak only as of the date hereof. The Company's
expectations are as of the date this Form 10-KSB is filed, and the Company does
not intend to update any of the forward-looking statements after the date this
Annual Report on Form 10-KSB is filed to confirm these statements to actual
results, unless required by law.


Company History

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

     The Joint Venture was formed on July 23, 1999, when Baoding Multimedia and
Solar Touch Limited ("Solar Touch"), a company incorporated under the laws of
the British Virgin Islands and the former wholly-owned subsidiary of the
Company, signed a joint venture contract (the "JV Agreement") and the articles
of association of the Joint Venture (the "JV Articles"). The JV Agreement and JV
Articles provide that the total amount of investment of the Joint Venture was
RMB122.425 million (approximately US$14.8 million); and that the registered
capital stock of the Joint Venture was RMB70 million (approximately US$8.46
million). The JV Agreement and JV Articles also provide that Baoding

                                       3



Multimedia's contribution to the Joint Venture was Baoding Multimedia's network
and related facilities with a value of RMB21.7 million (approximately US$2.6
million), plus intangible assets (including licenses, business goodwill) valued
at RMB14 million (approximately US$1.7 million) which was equal to 51% of the
registered capital of the Joint Venture and that Solar Touch's contribution was
an investment of US$4.14 million (RMB34.3 million) in cash which was equal to
49% of the registered capital. On July 28, 1999, the Management Commission of
the Baoding Hi-Tech Industrial Development Area approved the JV Agreement and JV
Articles as well as the members of the board of directors of the Joint Venture.
On August 5, 1999, a Certificate of Approval for Establishment of Enterprises
with Foreign Investment in the PRC for the Joint Venture was issued and on
August 16, 1999, the Business License for operation of the Joint Venture was
issued.

     On February 23, 2000, Baoding Multimedia and Solar Touch executed another
agreement to increase the Joint Venture's registered capital from RMB70 million
(US$8.4 million) to RMB100 million (US$12 million), provided, however, that the
parties' respective percentage of equity interests in the Joint Venture shall
remain the same. On February 24, 2000, the Management Commission of the
Development Area approved the increase in the Joint Venture's registered capital
from RMB70 million (US$8.4 million) to RMB100 million (US$12 million). On
September 6, 2000, a revised Business License was issued to reflect the increase
in the Joint Venture's registered capital. On May 6, 2003, Solar Touch
transferred its 49% interest in the Joint Venture to Broadway Offshore. On
December 29, 2003, Baoding Multimedia transferred a 3% interest in the Joint
Venture back to the Baoding Pascali Cable Television Network Workers
Stockholding Association. On the same date, the JV Agreement and JV Articles
were amended to reflect the correct shareholdings of Broadway Offshore, Baoding
Multimedia and Baoding Pascali Cable Television Network Workers Stockholding
Association. Also, the total number of board of directors of the Joint Venture
increased to nine pursuant to the Amended Joint Venture Agreement dated December
29, 2003 (the "Amended JV Agreement"). In February 2004, the Company sold its
intermediate holding company, Solar Touch, to an independent third party and as
a result, the Company directly owns a 100% interest in Broadway Offshore.

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

     The board of directors of the Joint Venture currently has nine members,
five of whom were appointed by the Company. Pursuant to the Amended JV
Agreement, Broadway Offshore has the right to appoint five of the nine members
of the Board of the Joint Venture. Through those five appointed directors, the
Company has obtained control of the board of directors of the Joint Venture and
the Company's Board of Directors has appointed key management positions at the
Joint Venture, including Chief Financial Officer and General Manager, with
persons affiliated with the Company. As a foreign investor, the Company, through
its predecessor, has been the single largest interest holder of the Joint
Venture since the Joint Venture's formation in 1999, and the Company has
actively participated in the management of the Joint Venture.

                                       4


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

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

Baoding

     Baoding is a city 137 kilometers south of Beijing and is one of the ten
cities under the direct administration of Hebei Province. It covers an area of
40,000 square kilometers, with a population of 10 million. One third of its
territory lies in the Taihang Mountains in the west, one third lies in the
eastern plain area, and the other third lies in the hilly land between these
regions. It is both a historic and cultural city of China approved by the State
Council and is a city which is opening to the outside world. There are three
urban districts, four county-level cities and eighteen counties under the
Baoding Municipal Government.

     As a microcosm of China itself, Baoding blends industry and agriculture
into a dynamic economy. There are over 630 industrial enterprises in Baoding
mainly involved with metallurgy, machinery, chemistry and forestry. These
industries produce steel, transformers, paper and world-renowned hand-sculptured
carpets. Baoding agricultural products include wheat, rice, peanuts, pears and
apples. Among the most famous agricultural products of Baoding are strawberries
and the Manchen Snow Peaches.

Overview Of The Cable Television Industry In China

     The cable television industry in China is growing rapidly. In China,
television has been traditionally viewed as a means for the government to
distribute information and the Chinese government strictly controls all
television content. Until recently, there were very few television choices for
the Chinese viewing audience. Television was first brought to China from the
former Soviet Union in the late 1950s and was used solely to disseminate
propaganda. It is important to understand the traditional role of television in
China as many of the present issues surrounding the cable television industry in
China stem from the Chinese's established view on television. For example, the
traditional perception on television has created difficulty in establishing the
idea of people paying for television programming.

     Since the late 1970s, when China began to modernize, the television
industry in China has changed significantly. With an emphasis on technological
modernization, China Central Television ("CCTV") became the national television
broadcasting company, broadcasting programs throughout China. As the dominant
broadcaster, CCTV has eight channels available in most of the country. According
to the State Administration of Radio, Film and Television ("SARFT"), in 1999,

                                       5


China had one quarter of the world's television viewers and 44% of the Asian
market. Further, according to SARFT, there were 350 million television
households in 2000 and the market is forecasted to grow at more than 10%
annually over the next five years. Also, according to SARFT, the number of
television viewers each day oscillates between 400 and 600 million and
approximately 30% of programming on the national network is foreign.

     Established in the 1980s to improve the quality of terrestrial video
signals, the cable television sector has grown rapidly. The annual subscriber
growth rate since 1990 has been over 25%. Large state-run cable networks
operated by regional and municipal governments now cover most cities and
extensive rural construction is proceeding. Cable television operations have
been established in all of China's 31 provinces.

     With cable already passing 90% of the country's homes, by mid-2001 more
than 94 million households in China (30% penetration) had cable television,
according to SARFT. Subscriber numbers were expected to reach 150 million by the
end of 2002. China has more than 200 cable television stations at central,
provincial and municipal levels, and thousands of country stations. Cable
operators provide up to 30 channels, typically including some CCTV channels,
provincial channels, city channels and station channels. Foreign programming is
restricted but exceptions include Guangdong Cable in Guangdong, which has
permission to carry Hong Kong's four terrestrial channels. Hotels identified as
suitable for international visitors are permitted to operate satellite dishes to
receive a full range of television programs.

                        Overview of China Cable TV Market
                                 as of June 2001
               ------------------------------------------------
                       Service                           Units
                       -------                           -----
               Cable TV households                   94,000,000
               Cable TV stations                        5,000
               Cable TV penetration                      30%
               Cable TV urban penetration               85.3%
               Homes passed by cable                     90%


(Source:  Paul Budde Communication based on industry data)

                      Cable Television Households in China
                  --------------------------------------------

                     1996                           35,000,000
                     1998                           50,000,000
                     1999                           80,000,000
                     2000                           90,000,000
                     2001 (June)                    94,000,000


(Source:  Paul Budde Communication based on industry sources)


                                        6


Cable Basic Subscription Services

     The Joint Venture currently operates a cable television network in the
municipality of Baoding, near Beijing in the People's Republic of China.

     As of December 31 2004, the Joint Venture offers thirty-nine (39) channels
within the city limits and eight (8) channels to outer areas in the Baoding
metropolitan area. The Joint Venture transmits in both analog and digital over
its fiber optic network and through twenty-two (22) substations IP broadband
local area network ("LAN"), 1,310 analog backbone ring networks linking up the
city and 5 bts (base transceiver stations). Cable subscribers are served by a
system with a capacity of at least 750-MHz and capable of handling two-way
communications. Programming is received via optical cable and satellite hookups
and then is re-transmitted to subscribers via coaxial cable. The Joint Venture's
network is one of the major backbone stations of the broadcasting cable
television integrated information network in the Hebei Province. Not only can
both the analog and the digital platform of the network be connected to the
entire province and the nation, it can also be linked to 22 provinces (cities),
making broadband seamless connection possible. The Joint Venture's network is
now capable of transmitting 37 analog television programs, 6 routes of digital
wave signals and 1 FM broadcasting music program.

     The Joint Venture's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and decoding
devices, head-ends and distribution systems and subscriber house drop equipment
for each of its cable television systems. The signal receiving apparatus
typically includes a tower, antenna, ancillary electronic equipment and earth
stations for reception of satellite signals. Head-ends, consisting of associated
electronic equipment necessary for the reception, amplification and modulation
of signals, are located near the receiving devices.

     The Joint Venture's distribution system consists primarily of coaxial and
fiber optic cables and related electronic equipment. Subscriber devices consist
of decoding converters. The physical components of cable television systems
require maintenance and periodic upgrading to keep pace with technological
advances. The Joint Venture's cables and related equipment are generally
attached to utility poles under pole rental agreements with local public
utilities; although in some areas the distribution cable is buried in
underground ducts or trenches. The Joint Venture leases parcels of
real property for signal reception sites (antenna towers and head-ends), and
microwave facilities. Our Joint Venture partner Baoding Multimedia owns the
parcels of real property and base stations we use for signal reception sites and
microwave facilities.

     To enroll in our basic cable subscription services, subscribers need to pay
a one-time installation charge of approximately US$42.00 and a monthly
subscription fee of US$1.60.

Sales of Set Top Cable Boxes and Premium Programming Services

     The Joint Venture also sells its proprietary set-top cable boxes to its
customers at a price of US$60.00 per box. The set-top box enables customers to
receive premium programming services, like on-demand services, through the Joint
Venture's owned cable network.

                                       7


Sales of Cable Modem and High Speed Internet Access Services

     The Joint Venture also provides high speed Internet access to its
subscribers through cable modems. The cable modem is sold to the subscriber at a
price of approximately US$48.00 per modem. Cable subscribers can then connect
their personal computers via cable modems to access online information,
including the Internet, at faster speeds than that of conventional modems.
High-speed Internet access is available to subscribers for an additional monthly
charge of RMB80 or approximately US$10.00.

Sales And Marketing

     Sales efforts are primarily directed toward increasing the number of
subscribers served. Services in the urban areas are sold through:

     o    Telemarketing;
     o    Direct mail advertising;
     o    Door-to-door selling; and
     o    Local media advertising.

Competition - Cable

     Our cable systems compete with a number of different sources that provide
news, information and entertainment programming to consumers, including:

     o    Interactive online computer services, including Internet distribution
          of movies;
     o    Newspapers, magazines and book stores;
     o    Movie theatres;
     o    Live concerts and sporting events; and
     o    Video stores and home video products.

     Because the Joint Venture is currently the one and only cable operator in
China allowed to have foreign investment, we believe it has a competitive edge
over other cable operators that lack access to foreign capital for the purpose
of its business expansion. Competition - High-Speed Internet Services

     The Joint Venture is currently offering high-speed Internet services to
subscribers, through cable modems. These systems compete with a number of
telephone companies, many of whom have substantial resources.

Growth Strategy

     In order to effectively grow its subscriber base, the Joint Venture plans
to provide both 24-hour customer services to subscribers and superior technical
performance, and to increase its current product and service offerings like
virtual private network, bulk data transmission services and voice over Internet
("VOIP") services in Baoding city.

                                       8


     In addition, with a higher cable television penetration than fixed-line
telephony, cable is now being used to build the underlying telecommunications
infrastructure in China. As such, the Company will work with other cable
operators in China to provide value added services, like high speed internet
access, VOIP and Broadband television, in cities or areas operated by those
cable operators, so as to broaden the Company's revenue sources and increase the
premium services subscribers base.

     Termination of Efforts to Acquire of Macau Media Holdings Ltd.

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

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

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

Internet Protocol Telephony (IP Telephony) Services

     IP telephony or Voice over-IP, provides for the transport of telephone
calls over the internet, regardless of whether traditional telephony devices,
multimedia PCs or dedicated terminals take part in the calls, and regardless of
whether the calls are entirely or only partially transmitted over the Internet.
The greatest factor in the growth of IP telephony services worldwide is the
significant cost savings in transporting phone calls over the Internet, instead
of transporting the calls over the traditional telephone system infrastructure.

     In 2004,the Joint Venture entered into a joint venture agreement with the
Baoding office of China Netcom Company Limited for the provision of IP telephony
services in Baoding City. At the present time, required upgrades to the current
cable network as well as upgrades to the joint venture partner's system are
being undertaken, and a group of users are currently testing the Company's IP
telephony services. The upgrades are scheduled for completion by mid 2005 in
order to commence providing IP telephony services.

     Acquisition of Nationwide Fiber Optic Backbone Network

     On June 14, 2004, the Company announced that it had entered into an
agreement to acquire, in a number of phases, from Beijing Zhongminjing
Technology Development Co., Ltd., through an arms length commercial transaction,
a two core fiber optic backbone network covering 410 cities nationwide with a
total physical length of 34,800 kilometers (approximately 20,880 miles) in

                                        9


China. This backbone network covers all 23 provinces, 5 autonomous regions, and
4 centrally administrative municipalities. Completion of this transaction is
subject to due diligence and third party determination of the values upon which
the purchase price will be based and obtaining of the business license for
operation of this network from the Ministry of Information Industry ("MII") of
the PRC.

     The total physical length of 34,800 kilometers optical fiber was laid and
passed the acceptance tests set out by the MII in November 2000. The acceptance
license was issued by the MII in the same year. This fiber optic backbone
network is not yet equipped with a transmission and switching system. The
Company will undertake, or will provide leases to service providers, to fully
equip systems for this backbone network in order to provide support to a wide
range of communication protocols and services capabilities. The construction
cost of the network is estimated at RMB2 billion (approximately US$235 million).
The final contract purchase price of this fiber optic backbone network will be
based on the appraised value determined by internationally renowned valuation
experts. There can be no assurance that the necessary business license from MII
will be granted.

     IP Television and IP Telephony Joint Ventures

     On April 20, 2005, the Company announced that, through its newly formed 70%
owned subsidiary, Beijing Jin Zhi Cheong Shang Mao Limited, entered into a joint
venture agreement with Zhong Dian Tong (Beijing) Digital TV Development Co.,
Ltd. This joint venture will allow the Company to reach an additional 1.1
million cable TV subscribers, located in over four Chinese provinces, by
providing high speed internet access, IP television and IP telephony service to
those subscribers. Under this Agreement, the Company will use these provinces as
a pilot launch and will replicate these services to its own provinces over the
coming three years. The joint venture agreement will be valid for one year.
After a one-year market development trial period, both parties involved will
have the option of executing a 30-year joint venture agreement. There can be no
assurance that the joint venture will extend for another 30 years.

Patents, trademarks, franchises, concessions, royalty agreements or labor
contracts

     The Company and its joint venture do not have any patents, trademarks,
franchises, concessions, royalty agreements or labor contracts.

Regulation Of The Cable Television And Internet Sectors

     Cable

     The current legal framework for governing the cable television sector is
based upon four pieces of legislation. On November 12, 1999, SARFT issued the
Administration Examination and Approval of the Establishment of Cable Broadcast
Television Channel Procedures (the "Cable Channel Procedures"). The purpose of
the Cable Channel Procedures was to implement the Strengthening the
Administration of the Construction of Broadcast Television Cable Networks
Opinion which was jointly promulgated by the SARFT and the Ministry of

                                       10


Information Industry (the "MII") on September 3, 1999. The most comprehensive
rules regulating the cable television sector are the Administration Regulations
of Broadcasting and Television dated August 11, 1997 issued by the State
Council, the highest executive organization of China. The Broadcast and TV
Regulations apply to satellite and cable stations. In addition, on February 3,
1994 the Chinese government issued the Cable Television Administration
Provisions. These provisions specifically deal with cable television stations.

     It is important to note that the ongoing regulatory framework and policy
for cable television and Internet activities remain ambiguous as the relevant
regulators move forward in developing policies in the face of converging
technologies and general trade undertakings agreed to by the Chinese government
in connection with China's entrance into the World Trade Organization, or WTO.

     Internet

     The Internet industry is regulated by the MII generally in the same manner
that the MII regulates the telecommunications industry. The State Council and
the MII periodically promulgate regulations relating to the Internet to address
public policy considerations. Internet service providers must obtain operating
licenses from the MII in order to provide Internet access service. Existing
regulations require all Chinese commercial Internet service providers to
interconnect their computer networks with one of the five licensed commercial
network service providers: China Telecom, Jitong, Unicom, Netcom or China
Mobile, in order to provide Internet access.

     Internet service providers and Internet content providers must register
their users with the MII Department of Public Security, and must block websites
(including those maintained outside China) that the MII identifies as publishing
information damaging to public security. Periodically, the MII has stopped the
distribution over the Internet of information that it believes to be socially
destabilizing, or to violate Chinese laws and regulations. In addition, the
State Secrets Bureau has recently issued regulations authorizing the blocking of
any website it deems to be disclosing state secrets or failing to meet the
relevant regulations regarding the protection of state secrets in the
distribution of online information. Specifically, Internet companies in China
with bulletin board systems, chat rooms or news services must apply for the
approval of the State Secrets Bureau. As the implementing rules for the
regulations have not been issued, details concerning how network service
providers should comply with the regulations remain to be clarified.

     Sino-Foreign Invested Enterprise Laws

     Unlike most countries where the Foreign Investment Enterprises ("FIEs") are
governed by the same laws as those applicable to domestic enterprises, China
used to have a separate body of law that governed FIEs and that was not
applicable to Chinese domestic enterprises. These laws provided a framework
within which foreign investment activities could be both carried out and
controlled. Corporate law of the PRC, however, now applies to both Chinese
domestic enterprises and FIEs. There are three traditional legal forms for
direct foreign investment in China. Sino foreign equity joint venture,
co-operative joint venture, and wholly foreign-owned enterprise.

                                       11


     The Joint Venture is organized under PRC law as a Sino-foreign equity joint
venture enterprise, which is a distinct legal entity with limited liability.
Such entities are governed by the law of the PRC on Joint Ventures Using Chinese
and Foreign Investments and the implementing regulations related thereto (the
"Equity Joint Venture Law"). The parties to an equity joint venture have rights
in the returns of the joint venture in proportion to the joint venture interests
that they hold. The operations of equity joint ventures are subject to an
extensive body of law governing such matters as formation, registration, capital
contribution, capital distributions, accounting, taxation, foreign exchange,
labor and liquidation.

     Taxation

     Generally, a Chinese cable television business is subject to a federal
income tax rate of 33% per year. However, the Joint Venture was granted a
special tax benefit by the Baoding Tax Bureau (the "Bureau"). The Joint Venture
was subject to a 3% local income tax for the year ended December 31, 2002 and
18% (15% federal income tax plus 3% local income tax). The Joint Venture was
granted a 33.3% reduction in federal income tax and full exemption from local
income tax for the three years commencing from January 1, 2003.

     Governance, Operations and Dissolution

     Governance, operations and dissolution of a Sino-foreign equity joint
venture enterprise are governed by the Equity Joint Venture Law and by the
parties' joint venture contract and the joint venture's articles of association.
The Board of Directors of the Joint Venture exercises authority by majority vote
over major corporate decisions, including the appointment of officers, strategic
planning and budgeting, employee compensation and welfare and distribution of
after-tax profits. Pursuant to relevant PRC law and the Joint Venture Agreement,
the following major actions of the Joint Venture require unanimous approval by
all of the directors present at the meeting called to decide upon such actions:
(i) amendments to its contract and articles of association; (ii) increases in,
or assignments of, the registered capital of the joint venture; (iii) a merger
of the joint venture with another entity; or (iv) dissolution of the enterprise.
In addition, PRC government approval is necessary for increases in authorized
registered capital and for certain borrowings.

     The Joint Venture also is subject to the Sino-foreign Equity Joint Venture
Enterprise Labor Management Regulations. In compliance with these regulations,
the management of the Joint Venture may hire and discharge employees and make
other determinations with respect to wages, welfare, insurance and discipline of
its employees. The term of a Sino-foreign equity joint venture enterprise may be
extended with the agreement of all the partners, subject to the approval of the
relevant PRC governmental authorities. Pursuant to the Equity Joint Venture Law,
Sino-foreign equity joint venture enterprises may be terminated prior to the
expiration of their term in certain limited circumstances, such as the inability
of the enterprise to conduct its business owing to a breach by one of its
parties, insolvency, or force majeure. Upon termination, the board of directors
establishes a liquidating committee to dissolve the enterprise, which
dissolution is subject to PRC government review and approval.

                                       12


     The Chinese Legal System

     The practical effect of the PRC's legal system on our business operations
in China can be viewed from two separate but intertwined considerations. First,
as a matter of substantive law, the Foreign Invested Enterprise laws provide
significant protection from government interference. In addition, these laws
guarantee the full enjoyment of the benefits of corporate Articles and contracts
to Foreign Invested Enterprise participants. These laws, however, do impose
standards concerning corporate formation and governance, which we believe are
not qualitatively different from the General Corporation Laws of the several
states, but without the body of case law that aids in the interpretation of
those laws. Similarly, the PRC's accounting laws mandate certain accounting
practices, which are not consistent with U.S. Generally Accepted Accounting
Principles. The China accounting laws require that an annual "statutory audit"
be performed in accordance with PRC's accounting standards and that the books of
account of Foreign Invested Enterprises are maintained in accordance with
Chinese accounting laws. Article 14 of the People's Republic of China Wholly
Foreign-Owned Enterprise Law requires a Wholly Foreign-Owned Enterprise to
submit certain periodic fiscal reports and statements to designated financial
and tax authorities, at the risk of business license revocation.

     Second, while the procedures related to the enforcement of substantive
rights may appear less clear than United States procedures, Chinese Foreign
Invested Enterprises and Wholly Foreign-Owned Enterprises are Chinese registered
companies which enjoy the same status as other Chinese registered companies in
business-to-business dispute resolution. The terms of the JV Agreement provide
that all business disputes pertaining to the JV Agreement will be resolved by
the China International Economic and Trade Arbitration Commission (CIFTAC). We
believe that we will not assume a disadvantaged position with regard to the
resolution by the CIFTAC of any such dispute, given our JV partner's status as a
subsidiary of a Chinese state-owned enterprise. Therefore, as a practical
matter, although no assurances can be given, we believe that the Chinese legal
infrastructure, while different in operation from its United States counterpart,
is not likely to present any significant impediment to the operation of Foreign
Invested Enterprises.

     Economic Reform Issues

     Although the Chinese government owns the majority of productive assets in
China, in the past several years the government has implemented economic reform
measures that emphasize decentralization and encourage private economic
activity. Because these economic reform measures may be inconsistent or
ineffectual, there are no assurances that:

     o    We will be able to capitalize on economic reforms;

     o    The Chinese government will continue its pursuit of economic reform
          policies;

     o    The economic policies, even if pursued, will be successful;

     o    Economic policies will not be significantly altered from time to time;
          or

     o    Business operations in China will not become subject to the risk of
          nationalization.

                                       13


     Negative impact upon economic reform policies or nationalization could
result in a total investment loss in our Common Stock.

     Since 1979, the Chinese government has reformed its economic system.
Because many reforms are unprecedented or experimental, they are expected to be
refined and improved over time. Other political, economic and social factors,
such as political changes, changes in the rates of economic growth, unemployment
or inflation, or in the disparities in per capita wealth between regions within
China, could lead to further readjustment of the reform measures. This refining
and readjustment process may negatively affect our operations.

     Over the last few years, China's economy has registered a high growth rate.
Recently, there have been indications that rates of inflation have increased. In
response, the Chinese government recently has taken measures to curb the
expansive economy. These measures have included devaluations of the Chinese
currency, the Renminbi or RMB, restrictions on the availability of domestic
credit, and limited re-centralization of the approval process for purchases of
some foreign products. These austerity measures alone may not succeed in slowing
down the economy's excessive expansion or control inflation, and may negatively
impact the Chinese economy. The Chinese government may adopt additional measures
to further combat inflation, including the establishment of freezes or
restraints on certain projects or markets.

     To date, reforms to China's economic system have not adversely impacted our
operations and are not expected to adversely impact operations in the
foreseeable future. However, there can be no assurance that the reforms to
China's economic system will continue or that we will not be adversely affected
by changes in China's political, economic, and social conditions and by changes
in policies of the Chinese government, such as changes in laws and regulations,
measures which may be introduced to control inflation, changes in the rate or
method of taxation, imposition of additional restrictions on currency conversion
and remittance abroad, and reduction in tariff protection and other import
restrictions.

     China's Accession into The WTO

     On November 11, 2001, China signed an agreement to become a member of the
World Trade Organization sometimes referred to as the WTO, the international
body that sets most trade rules, further integrating China into the global
economy and significantly reducing the barriers to international commerce.
China's membership in the WTO was effective on December 11, 2001. China has
agreed upon its accession to the WTO that it will reduce tariffs and non-tariff
barriers, remove investment restrictions, provide trading and distribution
rights for foreign firms, and open various service sectors to foreign
competition. China's accession to the WTO may favorably affect our business in
that reduced market barriers and a more transparent investment environment may
facilitate increased investment opportunities in China, while tariff rate
reductions and other enhancements may enable us to develop better investment
strategies and attract investment capital. In addition, the WTO's dispute
settlement mechanism provides a credible and effective tool to enforce members'
commercial rights. Also, with China's entry to the WTO, it is believed that the
relevant laws on foreign investment in China may be changed to follow common
practices among other countries.

                                       14


Research and Development

     The Company and the Joint Venture have not conducted any research and
development.

Environmental Compliance

     The Company and the Joint Venture are in compliance with the local
environmental laws. The cost of such compliance is minimal to the Company.

Employees

     As of December 31, 2004, the Company had no full-time employees whereas the
Baoding Joint Venture had approximately 163 employees under the following
departments:

                     Department                    No. of Employees
                     ----------                    ----------------
                Management                                24
                Finance and Accounting                    9
                Information Technology                    14
                Sales and Marketing                       30
                Customer Services                         13
                Operation                                 37
                Construction                              23
                Others                                    13



                                  RISK FACTORS

     You should carefully consider the risks described below before making an
investment in China Cable and Communications, Inc. ("CCCI"). The risks and
uncertainties described below are not the only ones facing CCCI, and there may
be additional risks that we do not presently know of or that we consider
immaterial. All of these risks may impair our business operations. If any of the
following risks actually occurs, our business, financial condition or results of
operations could be materially adversely affected. In such case, the trading
price of our Common Stock could decline, and you may lose all or part of your
investment.

                                       15


Risk Related To Our Business

We have a limited operating history.

     We have a limited operating history, and we are in the emerging stages of
our new business plan. There can be no assurance that we will be able to meet
our objectives, or that we will operate at a profit.

As a holding company, we have significant limitations on access to cash flow
from our investment in Baoding.

     We are a holding company that has no significant business operations or
assets other than our interest in our Joint Venture. Accordingly, we must rely
entirely upon distributions of the Joint Venture to generate the funds necessary
to meet our obligations and other cash flow needs, including funds necessary for
working capital. The Joint Venture is a separate and distinct legal entity that
has no contingent or other obligation to make any funds available to us, whether
by dividends, loans or other payments. Any failure to receive distributions from
our Joint Venture would restrict our ability to pay dividends on our Shares,
prevent us from having the funds necessary to operate as a public company, and
could otherwise have an adverse effect on our operations.

     The success of our Joint Venture is dependent on our Chinese Joint Venture
partner who may have interests different from our interests.

     Establishing and maintaining good relationships with our Chinese Joint
Venture partner is critical to the ability of the Joint Venture to generate
sufficient revenues to achieve commercial success, but we may have conflicts of
interests with our partner. Although we hold five out of nine board seats and
control the Board of Directors of Baoding, the day-to-day operation of Baoding
still relies on cooperation from our Chinese Joint Venture partner. It is
critical that we maintain a good working relationship and understanding with our
Chinese Joint Venture partner.

     Although, to date, we have not experienced any significant problems with
our Joint Venture partner, the occurrence of such a problem could have an
adverse effect on the value of your investment.

New developments and acquisitions may fail to close or to perform as we expect.

     On June 14, 2004, the Company announced that it had entered into an
agreement to acquire, in a number of phases, from Beijing Zhongminjing
Technology Development Co., Ltd., through an arms length commercial transaction,
a two core fiber optic backbone network covering 410 cities nationwide with a
total physical length of 34,800 kilometers (approximately 20,880 miles) in
China. This backbone network covers all 23 provinces, 5 autonomous regions, and
4 centrally administrative municipalities. Completion of this transaction is
subject to due diligence and third party determination of the values upon which
the purchase price will be based and obtaining of the business license for
operation of this network from the Ministry of Information Industry ("MII") of
the PRC. There is no assurance that the Company will acquire the necessary
business license.

                                       16


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

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

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

     Any acquisitions would be accompanied by other risk commonly encountered in
such transactions, including the following:

     o    difficulties integrating the operations and personnel of acquired
          companies;

     o    the additional financial resources required to fund the operations of
          acquired companies;

     o    the potential disruption of our business;

     o    our ability to maximize our financial and strategic position by the
          incorporation of acquired product, services or businesses with our
          current product and services offerings;

     o    the difficulty of maintaining uniform standards, controls, procedures
          and policies;

     o    the potential loss of key employees of acquired companies;

     o    the impairment of employee and customer relationships as a result of
          changes in management;

     o    significant expenditures to consummate acquisitions.

     Any of these factors may divert our management's time and resources in
running our operations, and may otherwise, have a material adverse effect on our
business.

                                       17


Our success will depend on public acceptance of cable services in China.

     If there is a lack of acceptance or slow growth of the cable industry in
China, the number of subscribers to our services and our revenues will be
adversely affected. Our future results of operations will depend substantially
upon the increased acceptance for payment for television programming in China.

One stockholder and director has majority control over our Company's voting
stock, which will allow him to influence the outcome of matters submitted to
stockholders for approval.

     As of April 5, 2005, Kingston Global Co., Ltd. ("Kingston") owned
approximately 63.48% of our Company's issued Common Stock. Kingston is a wholly
owned subsidiary of Faithful Union Limited ("FUL"). Mr. Hong Tao Li, a Director
of the Company and CCCL, owns 100% of FUL. As a result, Mr. Li can exercise
substantial influence over our affairs.

We are currently the subject of and occasionally may become subject to legal
disputes that could harm our business.

     As discussed in Item 3 below, we are currently subject to a legal claim
filed on July 26, 2004, in the United States District Court for the Northern
District of Texas, Dallas Division alleging that the Company breached its
contract by failing to redeem its Preferred Stock.

     In addition, from time to time we become engaged in legal disputes such as
claims by consultants or other third parties. These disputes could result in
monetary damages or other remedies that could adversely impact our financial
position or operations. We intend to vigorously defend against any such claims.
However, even if we prevail in disputes such as this, the defense of these
disputes will be expensive and time-consuming and may distract our management
from operating our business.

It may be difficult to serve us with legal process or enforce judgments against
our management or us.

     All or a substantial portion of our assets are located in China. In
addition, six out of seven of our directors and officers are non-residents of
the United States, and all or substantial portions of the assets of such
non-residents are located outside the United States. As a result, it may not be
possible to effect service of process within the United States upon such
persons. Moreover, there is doubt as to whether the courts of China would
enforce:

     o    Judgments of United States courts against us, our directors or our
          officers based on the civil liability provisions of the securities
          laws of the United States or any state; or

     o    In original actions brought in China, liabilities against
          non-residents or us based upon the securities laws of the United
          States or any state.

                                       18


The Chinese government could change its policies toward private enterprise or
even nationalize or expropriate it, which could result in the total loss of our
investment in that country.

     Our business is subject to significant political and economic uncertainties
and may be adversely affected by political, economic and social developments in
China. Over the past several years, the Chinese government has pursued economic
reform policies including the encouragement of private economic activity and
greater economic decentralization. The Chinese government may not continue to
pursue these policies or may significantly alter them to our detriment from time
to time with little, if any, prior notice.

     Changes in China's policies, laws and regulations or in its interpretation
or its imposition of confiscatory taxation, restrictions on currency conversion,
restrictions or prohibitions on dividend payments to stockholders, devaluations
of currency or the nationalization or other expropriation of private enterprises
could have a material adverse effect on our business. Nationalization or
expropriation could even result in the total loss of our investment in China and
in the total loss of your investment.

If relations between the United States and China worsen, our stock price may
decrease and we may have difficulty accessing U.S. capital markets.

     At various times during recent years, the United States and China have had
significant disagreements over political and economic issues. Controversies may
arise in the future between these two countries. Any political or trade
controversies between the United States and China, whether or not directly
related to our business, could adversely affect the market price of our Common
Stock and our ability to access U.S. capital markets.

China's economic, political and social conditions as well as government policies
could affect our business.

     All of our business, assets and operations are located in China. The
economy of China differs from the economies of most developed countries in many
respects, including:

     o    Government involvement;

     o    Level of development;

     o    Growth rate;

     o    Control of foreign exchange; and

     o    Allocation of resources.

     The economy of China has been transitioning from a planned economy to a
more market-oriented economy. Although in recent years the PRC government has
implemented measures emphasizing the utilization of market forces for economic
reform, the reduction of state ownership of productive assets and the
establishment of sound corporate governance in business enterprises, a
substantial portion of productive assets in China is still owned by the Chinese

                                       19


government. In addition, the Chinese government continues to play a significant
role in regulating industry by imposing industrial policies. It also exercises
significant control over China's economic growth through the allocation of
resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular
industries or companies.

     The economy of China has experienced significant growth in the past 20
years, but growth has been uneven both geographically and among various sectors
of the economy. The Chinese government has implemented various measures from
time to time to control the rate of economic growth. Some of these measures
benefit the overall economy of China, but may have a negative effect on us. For
example, our operating results and financial condition may be adversely affected
by:

     o    Changes in the rate or method of taxation;

     o    Imposition of additional restrictions on currency conversion and
          remittances abroad;

     o    Reduction in tariff or quota protection and other import restrictions;
          and

     o    Changes in the usage and costs of state-controlled telecommunications
          services.

     In addition, if the Chinese government eases restrictions on the ability of
foreign entities to participate in the China's cable television business, it
could materially increase the competition we face.

Government control of currency conversion and future movements in exchange rates
may adversely affect our operations and financial results.

     In the event we generate revenues, we expect to receive substantially all
of our revenues in Renminbi, or RMB, the currency of the PRC. A portion of such
revenues will be converted into other currencies to meet our foreign currency
obligations. Foreign exchange transactions under our regulated Chinese capital
account, including principal payments in respect of foreign currency-denominated
obligations, continue to be subject to significant foreign exchange controls and
require the approval of the State Administration of Foreign Exchange. These
limitations could affect our ability to obtain foreign exchange through debt or
equity financing, or to obtain foreign exchange for capital expenditures.

     Since 1994, the conversion of Renminbi into foreign currencies, including
U.S. dollars, has been based on rates set by the People's Bank of China, which
are set daily based on the previous day's PRC interbank foreign exchange market
rate and current exchange rates on the world financial markets. Since 1994, the
official exchange rate for the conversion of Renminbi to U.S. dollars has
generally been stable, but there is no assurance that the stability will
continue. Our financial condition and results of operations may also be affected
by changes in the value of certain currencies other than the Renminbi in which
our earnings and obligations are denominated. In particular, an appreciation of
the Renminbi is likely to decrease the portion of our cash flow required to
satisfy our foreign currency-denominated obligations. Exchange rate fluctuations
may adversely affect distributions from our investment in Baoding, which are
denominated in Renminbi, and the value of our investment in the Joint Venture in
China.

                                       20


The Chinese legal system is not fully developed and has inherent uncertainties
that could limit the legal protections available to you.

     China's legal system is a system based on written statutes and their
interpretation by the Supreme People's Court. Prior court decisions may be cited
for reference but have limited precedential value. Since 1979, the Chinese
government has been developing a comprehensive system of commercial laws, and
considerable progress has been made in introducing laws and regulations dealing
with economic matters such as foreign investment, corporate organization and
governance, commerce, taxation and trade. Two examples are the promulgation of
the Contract Law of the PRC to unify the various economic contract laws into a
single code, which went into effect on October 1, 1999, and the Securities Law
of the PRC, which went into effect on July 1, 1999. However, because these laws
and regulations are relatively new, and because of the limited volume of
published cases and their non-binding nature, interpretation and enforcement of
these laws and regulations involve uncertainties. In addition, as China's legal
system develops, changes in such laws and regulations, their interpretation or
their enforcement may have a material adverse effect on our business operations.

We may experience lengthy delays in resolution of legal disputes.

     As China has not developed a dispute resolution mechanism similar to the
Western court system, dispute resolution over Chinese projects and joint
ventures can be difficult and there is no assurance that any dispute involving
our business in China can be resolved expeditiously and satisfactorily.

Risk Related To An Investment In The Company

There is a limited public market for shares of our Common Stock, and the market
price for our Common Stock may be subject to volatility.

     There is a limited public market for shares of our Common Stock. We cannot
guarantee that an active public market will develop or be sustained. Therefore,
investors may not be able to find purchasers for their Shares. Should there
develop a significant market for our Shares, the market price for those Shares
may be significantly affected by such factors as our financial results and the
overall investment atmosphere.

Future sales and distributions by our stockholders may adversely affect our
stock price, which could create obligations related to prior financings and
could restrict our ability to raise funds in new stock offerings.

     Sales of our Common Stock in the public market could lower the market price
of our Common Stock. These sales could also make it more difficult for us to
sell equity securities or equity-related securities in the future at a time and
price that our management team deems acceptable or at all. A market price below
$0.70 per share for a period of time also could obligate the Company to
repurchase shares sold in a prior financing.

                                       21


Our Common Stock is a Penny Stock as defined in the Exchange Act and an investor
may find it more difficult to dispose of or obtain accurate quotations as to the
price of the shares of the Common Stock.

     Our Common Stock is classified as penny stock, which is traded on the
OTCBB. As a result, an investor may find it more difficult to dispose of or
obtain accurate quotations as to the price of the shares of the Common Stock. In
addition, the "penny stock" rules adopted by the Commission under the Exchange
Act subject the sale of the shares of the Common Stock to certain regulations
which impose sales practice requirements on broker-dealers. For example,
broker-dealers selling such securities must, prior to effecting the transaction,
provide their customers with a document that discloses the risks of investing in
such securities. Furthermore, if the person purchasing the securities is someone
other than an accredited investor or an established customer of the
broker-dealer, the broker-dealer must also approve the potential customer's
account by obtaining information concerning the customer's financial situation,
investment experience and investment objectives. The broker-dealer must also
make a determination whether the transaction is suitable for the customer and
whether the customer has sufficient knowledge and experience in financial
matters to be reasonably expected to be capable of evaluating the risk of
transactions in such securities. Accordingly, the Commission's rules may result
in the limitation of the number of potential purchasers of the shares of the
Common Stock.

There may be resale restrictions with respect to the Shares.

     Various state securities laws impose restrictions on transferring penny
stocks and, as a result, investors in the Common Stock may have their ability to
sell their shares of the Common Stock impaired. For example, the Utah Securities
Commission prohibits brokers from soliciting buyers for penny stocks, which
makes selling them more difficult.

ITEM 2. DESCRIPTION OF PROPERTY

     Our headquarters are located in a facility consisting of approximately
3,000 square feet located at No. 22 Bei Xin Cun Hou Street, Xiang Shan, Haidian
District, Beijing, the People's Republic of China. The monthly lease payments
are paid by Faithful Union Limited, which is the 100% owner of Kingston, which
in turn beneficially owns approximately 63.48% of the company's Common Stock.

     The Joint Venture occupies an office and central broadcasting control
centre that are situated at the Pascali Building in Baoding City free of charge.
The Pascali Building is owned by the holding company of the PRC Joint Venture
partner.

     The current facilities occupied by the Company and its Joint Venture will
be able to meet the Company's operational needs for the coming two to three
years.

ITEM 3. LEGAL PROCEEDINGS

     Except for the pending litigation with the purchaser of its 8% redeemable
preferred stock described below, we are not a party to any pending or, to the
best of our knowledge, any threatened legal proceedings. No director, officer or
affiliate of the Company, or owner of record or of more than five percent (5%)
of the securities of the Company, or any associate of any such director, officer
or security holder is a party adverse to the Company.

                                       22


The Company is currently in litigation with the purchaser of its 8% Redeemable
Convertible Preferred Stock.

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

     On June 14, 2004 the Purchaser requested that the Company redeem the
Preferred Stock as the market price of the Company's common stock was equal to
or less the $0.70 per share for more than ten consecutive trading days.

     On July 26, 2004, the Purchaser filed a complaint in the United States
District Court for the Northern District of Texas, Dallas Division alleging that
the Company breached its contract by failing to redeem the Preferred Stock. The
Purchaser is seeking the redemption price of $4,606,897; accrued unpaid
dividends equal to $220,226; interest of $888 per day from June 14, 2004 until
the date of redemption; pre-judgment and post-judgment interest; attorneys'
fees; court costs; and other such relief. The Company retained counsel to
represent it in this matter and filed its answer to the complaint. While we are
defending the claim, we are also, through our appointed attorney, in
negotiations with the Purchaser to settle this claim out of court.

     Although the Company cannot yet assess the probable outcome of the
litigation, it has accounted for the redemption price of the Preferred Stock of
$4,606,897 and interest of $177,600 for the period from June 14, 2004 to
December 31, 2004 as a current liability on its consolidated balance sheet. The
Company currently believes that this accounting accrual is conservative and
reflects the probable maximum amount that the Company would be required to pay
to the Purchaser should the Purchaser be successful in its lawsuit. The Company
does not believe that it would be required to pay unpaid dividends to the
Purchaser because the terms of the Preferred Stock provide that the holders of
Preferred Stock receive dividends only when and if declared by the Board of
Directors of the Company. The Company's Board of Directors has not declared
dividends on the Preferred Stock to date.

     The Company, through its appointed attorney, is now negotiating with the
Purchaser to settle the complaint out of court.

                                       23


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

     No matters were submitted for the vote of security holders.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market For Common Equity

     The following table sets forth, for the respective periods indicated, the
high and low bid information for our Common Stock in the over-the-counter
bulletin board as reported by http://finance.yahoo.com. The bid prices represent
inter-dealer quotations, without adjustments for retail mark-ups, markdowns or
commissions and may not necessarily represent actual transactions. At April 29,
2005, our Common Stock was quoted under the symbol "CCCI.OB" and had a closing
bid price of $0.20. All bid prices below have been rounded to the nearest whole
cent. Effective May 10, 2003, we changed our fiscal year end from October 31 to
December 31.







                                       24


                                                              Bid Prices
                                                        ----------------------
                                                         High             Low
                                                        ------           -----
     Fiscal Year Ended December 31, 2004
     -----------------------------------
       Fourth Quarter                                   $0.48            $0.28
       Third Quarter                                    $0.63            $0.26
       Second Quarter                                   $1.07            $0.48
       First Quarter                                    $3.04            $0.65

     Fiscal Year Ended December 31, 2003
     -----------------------------------
       Fourth Quarter                                   $2.13            $0.94
       Third Quarter                                    $3.60            $0.32
       Second Quarter                                   $0.85            $0.40
       First Quarter                                    $1.01            $0.29

     Transition Period Ended December 31, 2002          $0.60            $0.40
     -----------------------------------------

     Fiscal Year Ended October 31, 2002
     ----------------------------------
       Fourth Quarter                                   $0.16            $0.16
       Third Quarter                                    $0.16            $0.16
       Second Quarter                                   $0.00            $0.00
       First Quarter                                    $0.00            $0.00


Stockholders Of Record

     As of April 29, 2005, the number of record holders of our common stock was
approximately 3,100.

Dividends

     We have not declared or paid, and do not anticipate declaring or paying in
the near future, any dividends on our common stock.

Recent Sales Of Unregistered Securities; Use Of Proceeds From Registered
Securities

     The following issuances were made during the fourth quarter of the fiscal
year ended December 31, 2004, all pursuant to Section 4(2) of the Securities Act
of 1933 and pursuant to Regulation D promulgated thereunder.

     On November 18, 2004, the Company issued to an attorney a total of 15,000
shares of the Company's common stock for legal services rendered to the Company
by the attorney. The fair market value of the Company's common stock as of
November 18, 2004 was $0.38 per share.

     On November 22, 2004, the Company issued to an outside independent
consultant a total of 3,000,000 shares of the Company's common stock for merger
and acquisition and strategic planning services rendered to the Company by the
consultant, pursuant to a consulting agreement with the Company. The fair market
value of the Company's common stock as of November 22, 2004 was $0.39 per share.

                                       25


     On December 14, 2004, the Company issued to Raymond Kwan, our Chief
Executive Officer and a Director, a total of 36,000 shares of Company common
stock valued at a total of $11,520 for services provided to the Company by Mr.
Kwan during the months of October to December 2004, pursuant to Mr. Kwan's
compensation agreement with the Company.

     On December 14, 2004, the Company issued to Yau-Sing Tang, our President,
Chief Financial Officer and a Director, a total of 90,000 shares of Company
common stock valued at a total of $28,800 for services provided to the Company
by Mr. Tang during the months of October to December 2003, pursuant to Mr.
Tang's compensation agreement with the Company.

     On December 14, 2004, the Company issued to George Raney, our Senior Vice
President of Corporate Development and a Director, a total of 21,000 shares of
Company common stock valued at a total of $6,720 for services provided to the
Company by Mr. Raney during the months of October to December 2003, pursuant to
Mr. Raney's compensation agreement with the Company.

     On December 14, 2004, the Company issued to Jenny Qiu, our Independent
Non-executive Director, a total of 12,500 shares of Company common stock valued
at a total of $4,000 for acting as the independent non-executive director during
the months of September to December 2004.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     This discussion and analysis should be read in conjunction with the
accompanying Consolidated Financial Statements and related notes. Our discussion
and analysis of our financial condition and results of operations are based upon
our consolidated financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of any contingent liabilities at the financial statement date and
reported amounts of revenue and expenses during the reporting period. On an
on-going basis, we review our estimates and assumptions. Our estimates were
based on our historical experience and other assumptions that we believe to be
reasonable under the circumstances. Actual results are likely to differ from
those estimates under different assumptions or conditions, but we do not believe
such differences will materially affect our financial position or results of
operations. Our critical accounting policies, the policies we believe are most
important to the presentation of our consolidated financial statements and
require the most difficult, subjective and complex judgments, are outlined in
the notes to our Consolidated Financial Statements.

     In addition, certain statements made in this report may constitute
"forward-looking statements". These forward-looking statements involve known or
unknown risks, uncertainties and other factors that may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by the

                                       26


forward-looking statements. You can identify forward-looking statements by
terminology such as "may," "will," "should," "expects," "intends," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "continues" or
the negative of these terms or other comparable terminology. 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.

Overview
- --------

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

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

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

                                       27


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

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

     The board of directors of the Joint Venture currently has nine members,
five of whom were appointed by the Company. Pursuant to the Amended JV
Agreement, Broadway Offshore has the right to appoint five of the nine members
of the Board of the Joint Venture. Through those five appointed directors, the
Company has obtained control of the board of directors of the Joint Venture and
the Company's Board of Directors has filled key management positions at the
Joint Venture, including Chief Financial Officer and General Manager, with
persons affiliated with the Company. As a foreign investor, the Company, through
its predecessor, has been the single largest interest holder of the Joint
Venture since formation of the Joint Venture in 1999 and has actively
participated in the management of the Joint Venture.

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

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

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

Critical Accounting Policies and Estimates
- ------------------------------------------

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

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

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

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

                                       28


Results of operations
- ---------------------

     For the year ended December 31, 2003, the Company accounted for its
investment in the Baoding Joint Venture under the equity method. Effective
January 1, 2004, the Company gained control of Baoding Joint Venture, and
accordingly, has presented consolidated results of operations for the year ended
December 31, 2004.


The year ended December 31, 2004 compared to the year ended December 31, 2003
- -----------------------------------------------------------------------------

Revenue

     Our revenue of $4,651,440 for the year ended December 31, 2004 represents
the installation and subscription fees, premium digital service fees and added
value services fees of our Baoding Joint Venture received and to be received,
net of service tax. The Company had no revenue for the year ended December 31,
2003 because Baoding was accounted for using the equity method in the last year.

Consulting Expenses

     Total consulting expenses decreased by $1,798,631, representing a 40.9%
decrease to $2,600,354 for the year ended December 31, 2004 from $4,398,985 for
the year ended December 31, 2003. The decrease was primarily attributable to the
decrease in deferred consulting fees that resulted from the decrease in issuance
of the Company's common stocks to consultants for their services rendered and
the fall in the Company's stock price in determining the fair market value of
those common stocks in accordance with the Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-based Compensation".

Directors' compensation

     Total directors' compensation decreased by 58.5% to $501,313 for the year
ended December 31, 2004 from $1,209,152 for the year ended December 31, 2003.
The decrease was primarily attributable to the combined effect of the reduction
in directors' compensation in shares and the fall in the Company's stock price
over the year as most of the directors' compensation was in shares.

Operating Expenses

     Total operating expenses increased by $1,485,657 from $38,250 for the year
ended December 31, 2003 to $1,523,907 for the year ended December 31, 2004, and
this total represents the operating expenses incurred by both the Company and
our Baoding Joint Venture. Total operating expenses for the year ended December
31, 2003 represent expenses incurred by the Company only. Excluding total
operating expenses of Baoding Joint Venture of $1,354,797, the Company's
operating expenses were $169,110 for the year ended December 31, 2004. As
compared to the Company's operating expenses of $38,250 for the year ended
December 31, 2003, the increase of $130,860 was mainly because of the increase
in business trip and entertainment expenses and employment of one part-time
assistant to the Chief Financial Officer.

                                       29


Merger costs

     For the year ended December 31, 2004, the Company reported no merger costs
whereas for the corresponding year of 2003, the Company incurred merger costs of
$3,720,416 as a result of the reverse merger that took place in 2003.

Provision for doubtful debt

     The provision for doubtful debt consists of a doubtful debt provision made
for a refundable deposit of $3,000,000 and a doubtful debt provision made for
accounts receivable of our Baoding Joint Venture of $219,786.

     The refundable deposit of $3,000,000 was originally paid to the owner of
Macau Media Holdings Limited ("Macau Media") for the proposed acquisition of
Macau Media and its subsidiaries. Since the conditions precedent to the
completion of the acquisition including due diligence and Chinese government
approval for the renewal of Macau Media's satellite broadcasting licenses could
not be satisfied, the proposed acquisition could not proceed. The deposit should
be refundable to the Company. However, the Company is uncertain as to whether it
would ever be able to recover the full amount of the deposit from the owner of
Macau Media. Therefore, the Company considered a full provision for the deposit
necessary.

Interest income (expenses), net

     Interest expenses, net for the year ended December 31, 2004 was $176,784,
as compared to interest income, net of $5,201 for the year of 2003. The
significant change was primarily resulted from the inclusion of an interest on
debt of $177,600 owing to the preferred stockholders. The interest was accrued
at $888 per day for the period from June 14, 2004, the date of redemption, to
December 31, 2004.

Other income (expenses), net

     Other income, net for the year ended December 31, 2004 was $58,496, as
compared to other expenses of $306 for 2003. The significant change was
primarily caused by the inclusion of a write-back of the previous provision for
other receivables of $52,117. There was no such write-back in 2003.

Equity in earnings of investment

     For the year ended December 31, 2003, we accounted for the Baoding Joint
Venture as an investment in a joint venture using the equity method of
accounting. The equity in earnings of investment in 2003 represented the
Company's 49% share of undistributed earnings of its investment in the Baoding
Joint Venture. As discussed above, starting as of January 1, 2004, the Baoding
Joint Venture accounts have been consolidated with ours and, therefore, no
equity in earnings of investment has been recorded.

                                       30


Provision for income taxes

     As the Baoding Joint Venture recorded income whereas the Company itself
incurred a loss, the $28,910 provision for income taxes for the year ended
December 31, 2004 represented the PRC income taxes incurred by the Baoding Joint
Venture only. The Baoding Joint Venture is subject to total taxes at 13% (10%
federal income tax plus 3% local income tax). No provision for income taxes was
recorded for 2003 because the Company was not subject to any tax and the Baoding
Joint Venture accounts had not yet been consolidated with ours.

Minority interest

     For the year ended December 31, 2004, the minority interest represented the
profit of the Baoding Joint Venture attributable to the 51% equity interest not
owned by the Company. No minority interest was recorded for 2003 as the Baoding
Joint Venture accounts had not yet been consolidated with ours. The balance of
the minority interest as of December 31, 2004 was reduced by the receivable due
from Baoding's PRC 48% Joint Venture partner in anticipation of the proposed
dividend on the Baoding joint venture level.

Deemed dividends

     For the year ended December 31, 2004, the Company recorded deemed dividends
of $60,249 on its redeemable convertible preferred stock whereas the Company
recorded deemed dividends of $4,033,028 for the year ended December 31, 2003.
The substantial decrease in deemed dividends was caused by the fall in share
price well below the fixed conversion price of the Preferred Stock.

Net loss available for common stockholders

     Net loss decreased to $7,461,955 for the year ended December 31, 2004 from
$13,107,789 for the corresponding year of 2003, representing a decrease of
$5,645,834 or 43.0%. This decrease is primarily due to the combined effects of
the increase in operating expenses (Company only) of $130,860, the provision for
doubtful accounts of $3,000,000 for the refundable deposit (Company only),
interest expenses, net of $181,985 and $ 567,286 of amortization of issuance
costs of the mandatorily redeemable preferred stock, and the decrease in profit
attributable to our Baoding Joint Venture of $57,694, consulting fees of
$1,798,631, directors' compensation of $707,839, merger costs of $3,720,416,
deemed dividends on preferred stock of $3,972,779 and the adjustment to reflect
preferred stock becoming mandatorily redeemable at fair value of $606,897.

     The profit attributable to the Baoding Joint Venture for the year ended
December 31, 2004 was $575,034, as compared to the equity in earnings of joint
venture of $632,728 for the corresponding year of 2003, which represents a
decrease of $57,694, or 9.12%. The deterioration in the results of our Baoding
Joint Venture was caused by the combined effect of the increase in other
expenses, net of $503,396 and provision for doubtful debt of $219,786 and
decrease in the provision for income taxes of $133,149.

                                       31


Financial condition, liquidity, capital resources
- -------------------------------------------------

     For the year ended December 31, 2004, we generated cash from operating
activities of $2,558,912 and we used $2,878,735 to purchase property, plant and
equipment and further advanced $594,713 to the PRC joint venture partner. We
received cash advance from a stockholder and director in the amount of $187,959
and down payment made on behalf of the joint venture by a director of the PRC
Joint Venture in the amount of $45,094.

     As of December 31, 2004, the Company had cash and cash equivalents of
$117,197. Our current assets were $1,119,574 and our current liabilities were
$9,879,767, which resulted in a current ratio of 0.11. We had no capital
expenditure commitments outstanding as of December 31, 2004.

     As described in the "Legal Proceedings" section in this Form 10KSB, the
Company is currently involved in litigation with Gryphon Master Fund, L.P.
("Gryphon") regarding Gryphon's investment in the Company's 8% Redeemable
Convertible Preferred Stock (the "Preferred Stock"). Gryphon has filed a
complaint alleging that the mandatory redemption feature of the Preferred Stock
has been triggered and that the Company is required to redeem the Preferred
Stock at the redemption price of $4,606,987 plus accrued unpaid dividends,
interest and costs. The Company has retained counsel to represent it in this
matter. While we are defending the claim, we are also, through our appointed
attorney, in negotiations with the Purchaser to settle this claim out of court.

     Although the Company cannot yet assess the probable outcome of the
litigation, it has accounted for the redemption price of the Preferred Stock of
$4,606,897 and interest of $177,600 for the period from June 14, 2004 to
December 31, 2004 as a current liability on its consolidated balance sheet. The
Company has accounted for the difference between the minimum Preferred Stock
redemption amount of $4,000,00 and the cash redemption price of $4,606,897 as
a reduction of Additional Paid-in Capital. In addition, for the year ended
December 31, 2004, the Company has expensed unamortized transaction costs
amounting to $ 567,286 relating to the original Preferred Stock issuance. The
Company currently believes that the recorded liability is conservative and
reflects the probable maximum amount that the Company would be required to pay
to the Purchaser should the Purchaser be successful in its lawsuit. The Company
does not believe that it would be required to pay unpaid dividends to the
Purchaser because the terms of the Preferred Stock provide that the holders of
Preferred Stock receive dividends only when, and if, declared by the Board of
Directors of the Company. The Company's Board of Directors has not declared any
dividends on the Preferred Stock as of December 31, 2004.

     The Company, through its appointed attorney, is now negotiating with the
Purchaser to settle the complaint out of court.

     The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the consolidated
financial statements do not purport to represent the realizable or settlement
values. We incurred a net loss of $6,794,809 and $9,074,761 during the fiscal
years ended December 31, 2004 and 2003, respectively, and our current
liabilities exceeded our current assets by $8,760,193 at December 31, 2004
whereas our current assets exceeded our current liabilities by $2,113,578 at
December 31, 2003. These factors create substantial doubt about our ability to
continue as a going concern.

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

     As a result of the aforementioned conditions, the Company's registered
independent public accountants, in their independent auditors' reports on the
consolidated financial statements as of and for the year ended December 31, 2004
have included an explanatory paragraph in their opinion indicating that there is
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not contain any adjustments that might result from
the outcome of this uncertainty.

Plan of Operation
- -----------------

     We do not anticipate generating sufficient positive internal operating cash
flow to meet our financial obligations and fund our planned operations until
such time as we generate substantial revenues, which may take the next few years

                                       32


to fully realize. In 2005, we intend to raise additional capital through the
issuance of debt or equity securities to fund the development of our planned
business operations, although there can be no assurances that we will be
successful in obtaining this financing. To the extent that we are unable to
successfully raise the capital necessary to fund our future cash requirements on
a timely basis and under acceptable terms and conditions, we will not have
sufficient cash resources to maintain operations, and may have to curtail
operations and consider a formal or informal restructuring or reorganization.

Exchange rate
- -------------

     Fluctuations of currency exchange rates between Renminbi and the United
States dollar could adversely affect our business since our sole investment
conducts its business primarily in China, and its revenue from operations is
settled in Renminbi. The Chinese government controls its foreign reserves
through restrictions on imports and conversion of Renminbi into foreign
currency. Although the Renminbi to United States dollar exchange rate has been
stable since January 1, 1994 and the Chinese government has stated its intention
to maintain the stability of the value of the Renminbi, there can be no
assurance that exchange rates will remain stable. The Renminbi could devalue
against the United States dollar. Exchange rate fluctuations may adversely
affect our revenue arising from the sales of products in China and denominated
in Renminbi and our financial performance when measured in United States dollar.

Recent accounting pronouncements
- --------------------------------

     In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
Variable Interest Entities (an interpretation of ARB No. 51) ("FIN-46")." FIN46
addresses consolidation by business enterprises of certain variable interest
entities, commonly referred to as special purpose entities. The Company will be
required to implement the other provisions of FIN46 in 2003. The adoption of
FIN46 did not have a material impact on the Company's consolidated financial
statements.

     In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities." It is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designed after June 30, 2003.
All provisions of SFAS No. 149 should be applied prospectively. The adoption of
SFAS 149 did not have a material impact on the Company's consolidated financial
statements.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
15 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or as an asset in some circumstances). It is effective for
financial instruments entered into or modified after May 31, 2003 and otherwise

                                       33


is effective at the beginning of the first interim period beginning after June
15, 2003. It is to be implemented by reporting the cumulative effect of a change
in an accounting principle for financial instruments created before issuance
date of SFAS No. 150 and still existing at the beginning of the interim period
of adoption. Restatement is permitted. The adoption of SFAS No. 150 has a
material impact on the Company's consolidated financial statements.

In December 2003, the FASB issued Interpretation No. 46R ("FIN 46R"), a revision
to FIN 46, "Consolidation of Variable Interest Entities". FIN 46R clarifies some
of the provisions of FIN46 and exempts certain entities from its requirements.
FIN 46R is effective at the end of the first interim period ending after March
15, 2004. Entities that have adopted FIN 46 prior to this effective date can
continue to apply the provisions of FIN 46 until the effective date of FIN 46R.
The adoption of FIN 46R did not have any effect on the Company's consolidated
financial statements.

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

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

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

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

                                       34


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

ITEM 7. FINANCIAL STATEMENTS

     The Financial Statements and schedules that constitute Item 7 are attached
as Exhibits a(1) and a(2) of Item 13 of this Annual Report on Form 10-KSB. An
index to these Financial Statements and Schedules is also included in Item 13.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     None.

ITEM 8A. INTERNAL CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the Company conducted
an evaluation under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms. There was no change in the Company's internal controls over financial
reporting during the Company's most recently completed fiscal year that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

     The following table and text sets forth the names and ages of all directors
and executive officers of the Company as of April 29, 2005. The Board of
Directors is comprised of only one class. Except as otherwise described below,
all of the directors will serve until the next annual meeting of stockholders
and until their successors are elected and qualified, or until their earlier
death, retirement, resignation or removal. While the directors are elected in
this manner, the Company has entered into Compensation Agreements with certain
of its directors, which provide compensation for these directors over a period
of two years. Also provided herein are brief descriptions of the business
experience of each director and executive officer during the past five years and
an indication of directorships held by each director in other companies subject
to the reporting requirements under the federal securities laws.

                                       35


Name                         Age        Position(s)
- ----                         ---        -----------
Raymond Ying-Wai Kwan        40         Chief Executive Officer and Director

Yau-Sing Tang                42         President, Chief Financial Officer and
                                        Director

George Raney                 44         Senior Vice President of Corporate
                                        Development and Director

Da-Xiang Zhang               47         Deputy Chairman of the Board

Kai-Jun Yang                 48         Chairman of the Board

Hong-Tao Li                  35         Chief Operating Officer, Vice President
                                        of Project Development and Director

Yong-Xiang Chen              36         Director

Paul Zee-Ho Tsang            43         Director

Zhi-Tang Li                  58         Director

Jian-Hua Li                  40         Director


Biographies of Directors and Executive Officers
- -----------------------------------------------

     Raymond Ying-Wai Kwan has served as Chief Executive Officer and Director
since February 2003. Since 2002, Mr. Kwan has served as Chairman and Chief
Executive Officer of Solar City Limited. From April 2002 to October 2004, Mr.
Kwan served as the independent non-executive director of China Convergent
Corporation Limited ("CCCL"). From 2001 to 2002, Mr. Kwan served as General
Manager of INTEGER Hong Kong Pavilion Ltd. From 1997 to 2001, he served in
various executive posts in CIL Holdings Ltd., a company listed on The Stock
Exchange of Hong Kong Limited.. Mr. Kwan has over 17 years of experience in
strategic planning, product marketing and management. He is a summa cum laude
graduate of Regis University in Denver, Colorado, United States with degrees in
Accounting and Mathematics.

     Yau-Sing Tang has served as Chief Financial Officer and Director since
February 2003. Mr. Tang served as Chairman of the Board from February 2003 to
October 2003 and thereafter he assumed the position of President of the Company.
From January 2002 to October 2004, Mr. Tang served as Chief Executive Officer
and Executive Director of CCCL. Since November 2000, Mr. Tang has served as
Managing Director of GC Alliance Limited, a Certified Public Accountants firm in
Hong Kong. Prior to that, Mr. Tang served as Deputy Chairman and Chief Executive
Officer of Prosper eVision Limited (Stock Number 979), a company listed on The
Stock Exchange of Hong Kong Limited, and CCCL. Mr. Tang has over 18 years of
experience in accounting, finance, corporate finance and management, especially
management of listed companies in Hong Kong, Australia and companies listed on
NASDAQ. He is a practicing certified public accountant of both the Hong Kong
Institute of Certified Public Accountants and the Association of Chartered
Certified Accountants and holds a Bachelor Degree in Social Sciences (major in
Management Studies) from the University of Hong Kong.

                                       36


     George Raney has served as Director since February 2003 and Senior Vice
President of Corporate Development since October 2003. From 2000 until 2003, Mr.
Raney served as Vice President of China Convergent Corporation Limited. Prior to
that, Mr. Raney provided corporate development consulting through Raney &
Associates. Mr. Raney has over 11 years of experience in corporate finance and
corporate development in the United States. He previously worked in Beverly
Hills, California for Millennium Capital Partners where he specialized in
originating, structuring and executing private placements and sourcing strategic
U.S. acquisitions for PRC clients. He received his M.B.A. in Finance and
International Business from the University of Michigan and his B.A. in Economics
from Ohio State University.

     Da-Xiang Zhang has served as Deputy Chairman of the Board since October
2003. From 1999 to October 2004, Mr. Zhang served as Executive Director and
Executive Chairman of CCCL. Prior to that, Mr. Zhang served as Deputy General
Manager of Beijing Da You Group Company Limited and China Great Wall Real Estate
Group Company. Mr. Da-Xiang Zhang also is the Chairman of the Board of Directors
of CCCL and has over 21 years of experience in business administration in the
PRC.

     Kai-Jun Yang has served as Chairman of the Board since October 2003 and has
over 26 years of experience in finance and corporate management. Since December
2002, Mr. Yang has served as financial controller and executive director of
Beijing Tung Wah Investment Company Limited. From October 2003 to October 2004,
Mr. Yang was a member of the Board of Directors of CCCL. From January 2001 to
December 2002, Mr. Yang served as executive director and financial controller of
Beijing Jing Long Chang Trading Company Limited. From 1997 to 2000, Mr. Yang
served as financial controller of Hong Kong Yu Gang Group Company Limited. He
held various senior management positions in various enterprises with different
industries in the PRC. He is a certified public accountant in the PRC and is the
financial controller of Beijing Tung Wah Investment Company Limited, a company
established in Beijing.

     Hong-Tao Li has served as Chief Operating Officer, Vice President of
Project Development and Director since October 2003 and has over 13 years of
experience in direct investment and corporate management. Since 1997, Mr. Li has
served as the general manager of Beijing Tung Wah Investment Company Limited. He
is the general manager of Beijing Tung Wah Investment Corporation Limited. From
October 2003 to October 2004, he was a member of the Board of Directors of CCCL.

     Yong-Xiang Chen has served as a member of the Board of Directors since
October 2003 and has over 14 years of experience in corporate management. Since
1997, Mr. Chen has served as the general manager of Beijing Zhi Wo Zhong Cheng
Technology Company Limited.

     Paul Zee-Ho Tsang joined the Board of Directors in March 2005 and became
the Chairman of the Company's Audit Committee. From February 2005, Mr. Tsang has
been a senior consultant of Morrison & Company Limited. Prior to that, he was
the chief financial officer of a private group principally engaged in property
development, and telecommunication infrastructure services in the PRC; and an
associate director of Deloitte & Touche Corporate Finance Limited, the corporate
finance arm of Deloitte in Hong Kong. Before 2001, he served as a senior
corporate finance executive officer of Century City International Holdings
Limited, a company listed on The Stock Exchange of Hong Kong Limited. He has
over 19 years of experience in corporate finance, capital market fund raising
and merger and acquisitions in Hong Kong, Canada, the United States and the PRC.
He holds a Bachelor of Social Sciences (Honours) degree from the University of
Hong Kong and is a member both of the Hong Kong Institute of Certified Public
Accountants and the Association of Chartered Certified Accountants.

                                       37


     Zhi-Tang Li joined the Board of Directors in July 2004 and is a member of
the Company's Audit Committee. He has more than 31 years of experience in
telecommunication industry in the PRC. He is a Vice-President of China
International Telecommunication Construction Corporation. Prior to joining China
International Telecommunication Construction Corporation in 1993, he was senior
officer of Ministry of Post and Communication of the China government. He serves
as Assistant Director of Design and Engineering Specialized Committee of
Communication Management Committee of China Communication Institute. He
graduated from Beijing College of Post and Communication, majoring in wireless
communication in 1974.

     Jian-Hua Li joined the Board of Directors in July 2004 and is a member of
the Company's Audit Committee. He has more than 20 years of experience in
general management. He has been a deputy general manager of H.L. Glory Holdings
Limited since January 2000. Prior to that, Mr. Li was an Assistant Manager of
Beijing Jing Long Chang Sheng Mao Company Limited. He received a Masters Degree
in Finance from The Chinese Academy of Social Sciences.

Family Relationships

     There are no family relationships between or among the directors, executive
officers or persons nominated or charged by the Company to become directors or
executive officers.

Audit Committee and Independent Directors

     In July 2004, the Company formed its first audit committee which currently
consisted of Jenny Qiu,, Zhi-Tang Li and Jian-Hua Li. All of them were
considered to be independent. Ms. Qiu was elected as the Chairman of our audit
committee upon formation of audit committee in July 2004 and she is a certified
public accountant in the U.S. Ms. Jenny Qiu resigned as director of the Company
effective on March 1, 2005 and Mr. Paul Zee-Ho Tsang was appointed as director
of the Company to fill in the vacancy left by Ms. Qiu. Mr. Tsang became the
Chairman of our audit committee and is also the financial expert serving the
Company's audit committee.

Section 16(a) Beneficial Ownership Reporting Compliance:

     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
The Company believes that during the year ended December 31, 2004, its officers,
directors and holders of more than 10% of the Company's common stock complied
with all Section 16(a) filing requirements, except that (i) Paul Zee-Ho Tsang
was late in filing a Form 3 to report his initial beneficial ownership of the
Company after becoming a Director in March 2005. In making these statements, the
Company has relied upon representations and its review of copies of the Section
16(a) reports filed for the fiscal year ended December 31, 2004 on behalf of the
Company's directors, officers and holders of more than 10% of the Company's
common stock.

                                       38


Code of Ethics

     The Company has not adopted a code of ethics that applies to the Company's
principal executive and financial officers. The Company plans to establish and
adopt a code of ethics by the end of the second quarter of 2005.

ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of our last three completed fiscal years
to our directors.. Except for those disclosed below, no other executive officers
received compensation in excess of $100,000 during the year ended December 31,
2004. All figures are in US dollars.



                                                                              Long Term Compensation
                                                                              -------------------------
                         Annual Compensation                                  Awards       Payouts
                         ----------------------------                         --------     ------------
                                                                              Restricted
Name and                                                   Other Annual       Stock                      LTIP       All Other
Principal Position       Year    Salary         Bonus      Compensation       Awards       Options/SARs  Payout     Compensation
- ------------------       ----    ------         -----      ------------       ------       ------------  ------     ------------
                                                                                           
Raymond Ying-Wai         2004    $50,000(1)     0          $84,240(1)         0            0             0          0
Kwan (1), CEO            2003    $7,692(1)      0          $141,600(1)        0            0             0          0
                         2002    0              0          0                  0            0             0          0


Yau-Sing Tang,           2004    $83,333(2)     0          $210,600(2)        0            0             0          0
President and Chief      2003    $12,820(2)     0          $354,000(2)        0            0             0          0
Financial Officer(2)     2002    0              0          0                  0            0             0          0

George Raney, Senior     2004    $20,000(3)     0          $49,140(3)         0            0             0          0
Vice President of        2003    $5,000(3)      0          $68,040(3)         0            0             0          0
Corporate                2002    0              0          0                  0            0             0          0
Development(3)

Jenny Jun Qiu, the       2004    0              0          $4,000             0            0             0          0
former Director (4)      2003    0              0          0                  0            0             0          0
                         2002    0              0          0                  0            0             0          0
- ----------------

                                       39



(1)  Mr. Kwan was appointed CEO in February 2003. Pursuant to a Compensation
     Agreement dated effective February 28, 2003, Mr. Kwan is entitled to
     receive 12,000 shares of the Company's common stock each month for services
     provided to the Company. For the year ended December 31, 2004, 144,000
     shares had been issued to Mr. Kwan pursuant to the Compensation Agreement.
     The closing bid price of the Company's common stock on December 30, 2004
     was $0.32. In addition to the stock compensation, Mr. Kwan also received an
     annual cash compensation of HK$390,000 (approximately US$50,000) for the
     year ended December 31, 2004. The Compensation Agreement expired on
     February 28, 2005. The Company is now negotiating with Mr. Kwan on new
     terms of the Compensation Agreement.

(2)  Mr. Tang was appointed CFO in February 2003 and was appointed President in
     October 2003. Pursuant to a Compensation Agreement dated effective February
     28, 2003, Mr. Tang is entitled to receive 30,000 shares of the Company's
     common stock each month for services provided to the Company. For the year
     ended December 31, 2004, 360,000 shares had been issued to Mr. Tang
     pursuant to the Compensation Agreement. The closing bid price of the
     Company's common stock on December 30, 2004 was $0.32. In addition to the
     stock compensation, Mr. Tang also received an annual cash compensation of
     HK$650,000 (approximately US$83,333) for the year ended December 31, 2004.
     The Compensation Agreement expired on February 28, 2005. The Company is now
     negotiating with Mr. Tang on new terms of the Compensation Agreement.

(3)  Mr. Raney was appointed Senior Vice President of Corporate Development in
     October 2003. Pursuant to a Compensation Agreement dated effective February
     28, 2003, Mr. Raney is entitled to receive 7,000 shares of the Company's
     common stock each month for services provided to the Company. For the year
     ended December 31, 2004, 84,000 shares had been issued to Mr. Raney
     pursuant to the Compensation Agreement. The closing bid price of the
     Company's common stock on December 30, 2004 was $0.32. In addition to the
     stock compensation, Mr. Raney also received an annual compensation of
     US$20,000 for the year ended December 31, 2004. The Compensation Agreement
     terminates upon the earlier of February 28, 2005 or the date on which Mr.
     Raney no longer serves as a Director.

(4)  Ms. Jenny Jun Qiu was appointed Director and Chairman of Audit Committee in
     July 2004 and resigned effective March 1, 2005. For the year ended December
     31, 2004, 12,500 shares had been issued to Ms. Qiu for her acting as
     independent director and Chairman of Audit Committee of the Company. The
     closing bid price of the Company's common stock on December 30, 2004 was
     $0.32.

     The Company has not entered into Director's Compensation Agreements with
Da-Xiang Zhang, Kai-Jun Yang, Hong-Tao Li, Yong-Xiang Chen, Zhi-tang Li,
Jian-hua Li and Paul Zee-ho Tsang at this time. For the year ended December 31,
2004, the Company issued a total of 600,500 shares to the current and former
directors.

2003 Stock Compensation Plan

     On May 23, 2003, the Company adopted the 2003 Stock Compensation Plan (the
"Plan") under which 10,000,000 shares of Common Stock are available for issuance
with respect to awards granted to directors, officers, employees and independent
contractors who are crucial to the future growth and success of the Company and
its subsidiaries and affiliates. For the year ended December 31, 2004 and 2003,
a total of 4,115,500 and 5,680,000 shares respectively were issued pursuant to
the Plan. For the year ended December 31, 2004 and 2003, a total of 0 and
100,000 warrants were issued pursuant to the Plan.

                                       40


Employee Retirement Plans, Long-Term Incentive Plans and Pension Plans

     Excluding the Company's Plan, we do not have any long-term incentive plan
to serve as incentive for performance to occur over a period longer than one
fiscal year.

Employment Agreements

     We currently do not have any employment agreements with our officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS



                                        Equity Compensation Plan Information
- ---------------------------------------------------------------------------------------------------------------------
                                                                                               Number of Securities
                                                                                              Remaining Available for
                                                                                               Future Issuance under
                                Number of Securities to be                                      Equity Compensation
                                  Issued Upon Exercise of      Weighted-Average Exercise         Plans (Excluding
                                   Outstanding Options,      Price of Outstanding Options,    Securities Reflected in
        Plan Category               Warrants and Rights           Warrants and Rights              Column (a))*
- ----------------------------    --------------------------   -----------------------------    -----------------------
                                                                                             
Equity compensation plans
approved by security holders              100,000                        $1.45                        104,500

Equity compensation plans not
approved by security holders                 0                             0                             0
                                --------------------------   -----------------------------    -----------------------

Total                                     100,000                          0                          104,500
                                ==========================   =============================    =======================

* In 2003, the Company adopted the 2003 Stock Compensation Plan under which
10,000,000 shares of common stock are available for issuance. During the years
ended December 31, 2004 and 2003, the Company already issued 4,115,500 and
5,680,000 shares of the Company's common stock respectively, pursuant to the
Plan.


                                       41


Stock Ownership Of Directors And Principal Stockholders

     As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, as consisting of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including the
power to dispose of or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or otherwise,
subject to community property laws where applicable.

     As of April 29, 2005, the Company had a total of approximately 76,928,260
shares of Common Stock issued and outstanding, and 2,758,621 shares of Preferred
Stock outstanding which are the only issued and outstanding voting equity
securities of the Company.

     The following table sets forth, as of April 29, 2005: (a) the names and
addresses of each beneficial owner of more than five percent (5%) of the
Company's Common Stock and/or Preferred Stock known to the Company, the number
of shares of Common Stock or Preferred Stock beneficially owned by each such
person, and the percent of the Company's Common Stock and Preferred Stock so
owned; and (b) the names and addresses of each director and executive officer,
the number of shares of Common Stock and Preferred Stock beneficially owned, and
the percentage of the Company's Common Stock and Preferred Stock so owned, by
each such person, and by all directors and executive officers of the Company as
a group. Each person has sole voting and investment power with respect to the
shares of Common Stock and Preferred Stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of Common Stock
or Preferred Stock, except as otherwise indicated.







                                       42


                                                                                                           Percentage
                                                                                                           Ownership of
                                          Total            Percentage     Total            Percentage      Common Stock
                                          Number of        Ownership      Number of        Ownership       and Preferred
                                          Shares of        of             Shares of        of              Stock on an
                                          Common           Common         Preferred        Preferred       As-Converted
  Name, Address and Title                 Stock            Stock          Stock            Stock           Basis
- ------------------------------------      -----------      ---------      ----------       ----------      -------------
Raymond Ying-Wai Kwan                      274,000(1)       0.36%(1)             -0-             -0-          0.31%(1)
CEO and Director
One Pacific Place, Suite 805
88 Queensway
Hong Kong

Yau-Sing Tang                              720,000(2)       0.93%(2)             -0-             -0-          0.83%(2)
President and CFO
One Pacific Place, Suite 805
88 Queensway
Hong Kong

George Raney                               111,500(3)       0.14%(3)             -0-             -0-          0.12%(3)
Director and Senior Vice President of
Corporate Development
8400 Pershing Drive, Playa Del Rey,
California, USA

Da-Xiang Zhang                              1,200,000          1.56%             -0-             -0-            1.51`%
Deputy Chairman of the Board
Room 807 Block B, Jin Xiu Yuan Gong
Yu, Chao Yan Beijing, PRC

Kai-Jun Yang                                      -0-             0%             -0-             -0-                0%
Chairman of the Board
20/F, Yu Hai Yuan
5 Li, Fu Shi Lu
Haidian, Beijing, PRC

Hong-Tao Li                             48,835,776(4)      63.40%(4)             -0-             -0-         61.28%(4)
Director, Chief Operating Officer and
Vice President of Project Development
20-13-4, Beijing Shi Fan Xue Yuan,
Haidian, Beijing, PRC

Yong-Xiang Chen                                   -0-             0%             -0-             -0-                0%
Director
No. 9, 18th Floor, Shou Du Yuan
Haidian, Beijing, PRC

Paul Zee-Ho Tsang                                 -0-             0%             -0-             -0-                0%
Director and Chairman of Audit Committee

Jian-Tang Li                                      -0-             0%             -0-             -0-                0%
Director and a member of Audit Committee

Juan-Hwa Li                                       -0-             0%             -0-             -0-                0%
Director and a member o Audit Committee

All Directors  and Executive Officers   51,141,276(5)      66.39%(5)             -0-             -0-         64.05%(5)
(10 persons)


                                       43


                                                                                                           Percentage
                                                                                                           Ownership of
                                          Total            Percentage     Total            Percentage      Common Stock
                                          Number of        Ownership      Number of        Ownership       and Preferred
                                          Shares of        of             Shares of        of              Stock on an
                                          Common           Common         Preferred        Preferred       As-Converted
  Name, Address and Title                 Stock            Stock          Stock            Stock           Basis
- ------------------------------------      -----------      ---------      ----------       ----------      -------------
Other 5% or Greater Owners:

Kingston Global Co., Ltd.               48,835,776(4)      63.48%(4)             -0-             -0-         61.28%(4)
No.22 Bei Xin Cun Hou Street
Xiang Shan, Haidian District
Beijing 100093 PRC.

Gryphon Master Fund, L.P.,               3,586,207(6)       4.66%(6)    2,758,621(6)            100%           4.5%(6)
500 Crescent Court, Suite 270
Dallas, TX  75201

Total of All Directors and Executive    54,727,483(7)      71.05%(7)    2,758,621(7)            100%         68.56%(7)
Officers and 5% or Greater Owners
- ----------------


(1)  Includes 250,000 shares owned by Mr. Kwan. Also includes 24,000 shares to
     be issued to Mr. Kwan for the months of January and February 2005, pursuant
     to a Compensation Agreement by and between the Company and Mr. Kwan dated
     February 28, 2003, pursuant to which the Company will issue 12,000 shares
     of Common Stock to Mr. Kwan each month, in consideration for services
     rendered, through February 2005.

(2)  Includes 660,000 shares owned by Mr. Tang. Also includes 60,000 shares to
     be issued to Mr. Tang for the months of January and February 2005, pursuant
     to a Compensation Agreement by and between the Company and Mr. Tang dated
     February 28, 2003, pursuant to which the Company will issue 30,000 shares
     of Common Stock to Mr. Tang each month, in consideration for services
     rendered, through February 2005.

(3)  Includes 97,500 shares owned by Mr. Raney. Also includes 14,000 shares to
     be issued to Mr. Raney for the month of January and February 2005, pursuant
     to a Compensation Agreement by and between the Company and Mr. Raney dated
     February 28, 2003, pursuant to which the Company will issue 7,000 shares of
     Common Stock to Mr. Raney each month, in consideration for services
     rendered, through February 2005.

(4)  Kingston is a company organized under the laws of the British Virgin
     Islands and is a wholly-owned subsidiary of Faithful Union Limited ("FUL").
     FUL is beneficially and wholly owned by Mr. Hong-Tao Li, Director, Chief
     Operating Officer and Vice President of Project Development of the Company.
     As a result, Mr. Li will be deemed to beneficially own the Kingston shares.

(5)  Includes Footnotes (1)-(4).

(6)  Gryphon Master Fund, L.P. is a limited partnership organized under the laws
     of Bermuda. Gryphon beneficially owns shares of Common Stock, consisting of
     2,758,621 shares underlying Preferred Stock, currently convertible into
     2,758,621 shares of Common Stock at a price per share of $1.45 and 827,586
     shares underlying Warrants to purchase 827,586 shares of Common Stock at an
     exercise price per share of $2.18 until September 25, 2008.

(7)  Includes Footnotes (1) - (6).

Change in Control
- -----------------

     The Majority Stockholder of China Cable and Communication, Inc. (the
"Company") is Kingston Global Co. Ltd. ("Kingston"), a company organized under
the laws of the British Virgin Islands. Kingston currently beneficially owns
48,835,776 shares, approximately 63.48% of the Company's issued and outstanding
common stock of 76,928,260 shares as of April 29, 2005.

                                       44


     Kingston is 100% directly owned by Faithful Union Limited which is in turn
wholly owned by Mr. Hong-Tao Li, a Director, Chief Operating Officer and
Vice-President of Project Development of the Company. In October 2004, China
Convergent Corporation Limited ("CCCL") transferred 100% interest in Kingston to
Faithful Union Limited, the major shareholder of CCCL to settle the debt due by
CCCL to Faithful Union Limited ("FUL"). As a result of this transfer, Kingston
became a wholly owned subsidiary of FUL and Mr. Li is deemed to beneficially own
the 48,835,776 shares of the Company's common stock which is directly owned by
Kingston.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

     Faithful Union Limited, a company wholly owned by Mr. Hong Tao Li, a
Director, Chief Operating Officer and Vice-President of Project Development
advanced $187,959 and $75,923 to the company during the year ended December 31,
2004 and 2003 for its working capital. This advance is unsecured, non-interest
bearing and has no fixed repayment dates.

     During the year ended December 31, 2004, Mr. Yau Sing Tang, CFO and
Director of the Company paid various expenses in a total of $52,100 and $2,500
for during the year ended December 31, 2004 and 2003 on behalf of the Company.
The Company owed him total salaries of $32,051 for the year ended December 31,
2004. In total, the Company owed him the amount of $86,651 and $2,500 as of
December 31, 2004 and 2003. The amount due to him is unsecured, non-interest
bearing and has no fixed repayment dates.

     During the year ended December 31, 2004, Mr. Raymond Ying Wai Kwan, CEO and
Director of the Company paid various expenses in a total of $382 on behalf of
the Company and the Company owed him total salaries of $15,385. In total, the
Company owed him the amount of $15,767. The amount due to him is unsecured,
non-interest bearing and has no fixed repayment dates.

     During the year ended December 31, 2004, the Company's Joint Venture
occupies an office and central broadcasting control centre that are situated at
the Pascali Building in Baoding City free of charge. The Pascali Building is
owned by the holding company of the PRC Joint Venture partner.

     As of December 31, 2004, the Company's Joint Venture owed an amount of
$45,094 to one of the directors of the Company's Joint Venture. The amount owed
represents the personal bank loan taken up by such director for an office
premises acquired by the Company's Joint Venture during the year ended December
31, 2004.

     Other than the transactions described above, there were no material
transactions, or series of similar transactions, since the beginning of our last
fiscal year, or any currently proposed transaction, or series of similar
transactions, to which we are a party, in which the amount involved exceeds
$60,000, and in which any director or executive officer, or any stockholder who
is known by us to own of record or beneficially more than 5% of any class of our
Common Stock, Preferred Stock or any member of the immediate family of any of
the foregoing persons, has an interest.

                                       45


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1) and (a)(2)  Financial Statements And Financial Statement Schedules





















                                       46




INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


...........................................................................Pages

Report of Independent Registered Accounting Firm...........................F-1

Consolidated Balance Sheets as of December 31, 2004 and 2003...............F-2

Consolidated Statements of Operations and Comprehensive
Income for the Years Ended December 31, 2004 and 2003......................F-4

Consolidated Statements of Stockholders'
Equity for the Years Ended December 31, 2004 and 2003......................F-5

Consolidated Statements of Cash Flows for the Years
Ended December 31, 2004 and 2003...........................................F-6

Notes to Consolidated Financial Statements..........................F-7 to F-24













                                       47




                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

To the Board of Directors and Stockholders of
China Cable & Communication, Inc.

We have audited the accompanying consolidated balance sheets of China Cable
&Communication, Inc. and its subsidiaries as of December 31, 2004 and December
31, 2003 and the related consolidated statements of operations and comprehensive
income, stockholders' equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal controls over financial reporting. Our audit included consideration of
internal controls over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of China
Cable and Communication, Inc. and its subsidiaries as of December 31, 2004 and
2003 and the consolidated results of their operations and their cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a working capital deficit that raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




Grobstein, Horwath & Company LLP
Sherman Oaks, California
May 10, 2005

                                       F-1





                         CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES

                                     CONSOLIDATED BALANCE SHEETS
                                                                            December 31,          December 31,
                                                                                2004                 2003
                                                                            -----------           -----------
                                                                                           
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                                   $   117,197           $   173,967
Cash held in trust account                                                         --                 150,703
Accounts receivable, net of allowance for
doubtful accounts of $219,786                                                   114,644                  --
Prepayments and deposits                                                        434,837                  --
Inventories                                                                     341,446                  --
Other current assets                                                            111,450                18,892
                                                                            -----------           -----------

  Total current assets                                                        1,119,574               343,562
                                                                            -----------           -----------

NON-CURRENT ASSETS
Property and equipment, net                                                  15,933,744                  --
Intangible asset                                                              1,830,374                  --
Deposit                                                                            --               3,000,000
Investment in joint venture                                                        --               7,668,477
Amount due from the holding company of the joint venture partner
                                                                                498,587                  --
                                                                            -----------           -----------

  Total non-current assets                                                   18,262,705            10,668,477
                                                                            -----------           -----------

  Total assets                                                              $19,382,279           $11,012,039
                                                                            ===========           ===========

LIABILITIES, MINORITY INTERESTS, REDEEMABBLE
CONVERTIBLE PREFERRED STOCK,
AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses                                       $ 4,143,583           $    85,753
Deferred revenue                                                                476,814                  --
Amount due to the preferred stockholders                                      4,784,497                  --
Income tax payable                                                               63,479                  --
Amounts due to stockholders and directors                                       366,300                78,423
Amounts due to a director of the joint venture                                   45,094                  --
                                                                            -----------           -----------

  Total current liabilities                                                   9,879,767               164,176
                                                                            -----------           -----------
MINORITY  INTERESTS,  net of $2,059,824  amount
due from the joint venture partner                                            6,549,012                  --
                                                                            -----------           -----------

REDEEMABLE CONVERTIBLE PREFERRED STOCK,
at minimum redemption amount, nil and
2,758,621 shares issued and outstanding at
December 31, 2004 and 2003 (mandatory
redemption value of $4,000,000)                                             $      --             $ 3,372,465
                                                                            -----------           -----------

                                                     F-2




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

                                                                           December 31,          December 31,
                                                                              2004                    2003
                                                                          ------------           ------------

STOCKHOLDERS' EQUITY
Preferred Stock, $0.0001 par value, 20,000,000
shares authorized, nil shares issued                                     $       --              $       --
Common Stock, $.00001 par value; 100,000,000 shares
authorized, 76,928,260 and 72,312,760 shares issued
and outstanding at December 31, 2004 and 2003,
respectively                                                                      769                     723
Additional paid-in capital                                                 22,973,536              21,356,799
Comprehensive Income - Foreign exchange reserve                                27,723                    --
Deferred consulting fees                                                   (1,245,538)             (1,934,192)
Accumulated deficit                                                       (18,802,990)            (11,947,932)
                                                                         ------------            ------------

Total stockholders' equity                                                  2,953,500               7,475,398
                                                                         ------------            ------------

Total liabilities, minority interests, redeemable convertible            $ 19,382,279            $ 11,012,039
preferred stock,  and stockholders' equity
                                                                         ============            ============











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

                                                         F-3



                         CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                           FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                         2004                     2003
                                                                     ------------             ------------

NET SALES                                                            $  4,651,440             $       --
                                                                     ------------             ------------

COST AND EXPENSES
  Consulting fees                                                       2,600,354                4,398,985
  Directors' compensation                                                 501,313                1,209,152
  Professional fees                                                       354,134                  345,581
  Operating expenses
                                                                        1,523,907                   38,250
  Administrative expenses                                                 359,363                     --
  Depreciation                                                          1,453,718                     --
  Amortization                                                            120,686                     --
                                                                     ------------             ------------

  Total expenses                                                        6,913,475                5,991,968
                                                                     ------------             ------------

(LOSS) FROM OPERATIONS                                                 (2,262,035)              (5,991,968)
OTHER INCOME (EXPENSES)
  Merger costs                                                               --                 (3,720,416)
  Bad debts                                                            (3,219,786)                    --
  Interest income (expenses), net                                        (176,784)                   5,201
  Other income (expenses), net                                             58,496                     (306)
  Amortization of issuance costs of mandatorily
redeemable
     preferred stock                                                     (567,286)                    --
  Equity in earnings of joint venture                                        --                    632,728
                                                                     ------------             ------------

  Total other expenses                                                 (3,905,360)              (3,082,793)
                                                                     ------------             ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                 (6,167,395)              (9,074,761)
PROVISION FOR INCOME TAXES                                                (28,910)                    --
                                                                     ------------             ------------

LOSS BEFORE MINORITY INTEREST                                          (6,196,305)              (9,074,761)
MINORITY INTEREST                                                        (598,504)                    --
                                                                     ------------             ------------

NET LOSS                                                               (6,794,809)              (9,074,761)
ADJUSTMENT TO REFLECT PREFERRED STOCKS
  BECOMING MANDATORILY REDEEMABLE
  AT FAIR VALUE                                                          (606,897)                    --
DEEMED DIVIDENDS                                                          (60,249)              (4,033,028)
                                                                     ------------             ------------
NET LOSS AVAILABLE FOR COMMON STOCKHOLDERS                             (7,461,955)             (13,107,789)
  Foreign exchange adjustments                                             27,723                     --
                                                                     ------------             ------------

COMPREHENSIVE LOSS                                                   $ (7,434,232)            $(13,107,789)
                                                                     ============             ============

Net loss per share - basic and diluted                               $      (0.10)                   (0.20)
Weighted average number of shares outstanding - basic and
diluted                                                              $ 73,650,024              $65,190,467

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

                                                         F-4


                                        CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARY
                                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                          FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                          Comprehensive
                                      Common Stock at      Additional     Income-Foreign  Deferred      Retained           Total
                                     0.00001 par value        Paid -        Exchange      Consulting    Earnings       Stockholders'
                                  No. of Shares    Amount   In Capital      Reserve        Fees         (Deficit)         Equity
                                  ------------- ---------  ------------    ----------   ------------   -----------     -------------
Balances,
 January 1, 2003                  49,567,002   $     496   $  5,875,396    $       0   $          0    $  1,159,857    $  7,035,749

Record effects of
  reverse merger                   6,036,436          60             40            0              0               0             100

Shares issued to
  Yau-Sing Tang in
  connection
  with reverse merger              1,200,000          12        743,988            0              0               0         744,000

Shares issued to
  consultants upon
  completion
  of reverse merger                4,760,931          48      2,951,729            0              0               0       2,951,777

Warrants issued in
 conjunction with
  issuance of
  redeemable convertible
  preferred stock                          0           0      1,000,000            0              0               0       1,000,000

Deemed dividend arising
  from beneficial conversion
  feature of redeemable
  convertible preferred stock              0           0      3,000,000            0              0      (4,033,028)     (1,033,028)

Shares and warrants
  issued to Trenchant
  Operating LLC
  in connection with the
  sale of redeemable
  convertible
  preferred stock                     18,391           0        302,713            0              0               0         302,713

Exercise of options granted
  to DSS Associates, Carter
  Fleming International Ltd.,
  Grand UnisonLimited, and
  Emerging Growth Partners, Inc.   4,750,000          48      2,944,952            0              0               0       2,945,000

Shares and warrants issued
  to consultants for
  financial advisory services      4,490,000          44      3,354,356            0              0               0       3,354,400

Shares issued to directors
  as directors' compensation       1,490,000          15      1,183,625            0              0               0       1,183,640

Deferred consulting fees
  - stock compensation                     0           0              0            0     (1,934,192)              0      (1,934,192)

Net loss for the year
  ended December 31, 2003                  0           0              0            0              0      (9,074,761)     (9,074,761)
                                ------------   ---------   ------------    ---------   ------------    ------------    ------------

Balances,
  December 31, 2003               72,312,760         723     21,356,799            0     (1,934,192)    (11,947,932)      7,475,398

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

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

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

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

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

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

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

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

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

                                                               F-5



                               CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOW
                                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


Cash flows from operating activities:                                                     2004                  2003
                                                                                       -----------          -----------

Net loss                                                                               $(6,794,809)         $(9,074,761)
Adjustments to reconcile net loss to net cash generated from (used in)
operating activities:
Common stock and warrants issued for consulting fees                                     2,564,354            4,371,985
Common stock issued for directors' compensation                                            347,980            1,183,640
Merger costs paid by the issuance of common stock                                             --              3,639,000
Depreciation and amortization                                                            1,574,404                 --
Amortization of issuance costs of mandatorily redeemable
  preferred stock                                                                          567,286                 --
Provision for bad debts                                                                  3,219,786                 --
Minority interest                                                                          598,504                 --
Equity in earnings of joint venture                                                           --               (632,728)
Changes in operating assets and liabilities:
Decrease (Increase) in cash held in trust account                                          150,703             (150,703)
Increase in accounts receivable                                                           (246,861)                --
Increase in prepayments and deposits                                                      (434,837)                --
Increase in inventories                                                                   (163,701)                --
Decrease in deferred merger costs                                                             --                 20,468
Increase in other current assets                                                           (90,148)             (18,892)
Increase in accounts payable and accrued liabilities                                       708,787               65,285
Increase in interst due to preferred stockholder                                           177,600                 --
Increase in deferred revenue                                                               361,847                 --
Decrease in income tax payable                                                             (51,901)                --
Increase in amounts due to stockholders and directors                                       99,918                 --
                                                                                       -----------          -----------

Net cash generated from (used in) operating activities                                   2,588,912             (596,706)
                                                                                       -----------          -----------
Cash flows from investing activities:
Deposit on acquisition                                                                        --             (3,000,000)
Increase in cash in connection with the consolidation of joint venture                      45,858                 --
Increase in amount due from the joint venture partner                                     (594,713)                --
Purchase of property and equipment                                                      (2,329,880)                --
                                                                                       -----------          -----------

Net cash used in investing activities                                                   (2,878,735)          (3,000,000)
                                                                                       -----------          -----------
Cash flows from financing activities:
  Cash received from exercise of options                                                      --                 50,000
  Cash received from the issuance of redeemable
    convertible preferred stock                                                               --              3,642,150
  Advances from stockholders and directors                                                 187,959               78,423
  Due to a director of the joint venture                                                    45,094                 --
  Cash received in connection with reverse merger of Solar Touch Ltd.                         --                    100
                                                                                       -----------          -----------

Net cash provided by financing activities                                                  233,053            3,770,673
                                                                                       -----------          -----------

Net (decrease) increase in cash and cash equivalents                                       (56,770)             173,967
Cash and cash equivalents at beginning of year                                             173,967                 --
                                                                                       -----------          -----------

Cash and cash equivalents at end of year                                               $   117,197          $   173,967
                                                                                       ===========          ===========
Supplementary disclosures of cash flow information
Income and value added taxes paid                                                      $    80,811          $      --
                                                                                       ===========          ===========
Supplemental Schedule of non-cash financing activities:
Common stock and warrants issued for consulting and directors' fees                    $ 2,912,334          $ 7,489,817
                                                                                       ===========          ===========
Common stock and warrants issued for merger costs                                      $      --            $ 3,689,000
                                                                                       ===========          ===========
Adjustment to reflect preferred stocks becoming mandatorily redeemable                 $   606,897          $      --
at fair value
                                                                                       ===========          ===========

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

                                                       F-6





              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 1. DESCRIPTION OF BUSINESS AND BUSINESS COMBINATION

     China Cable and Communication, Inc., formerly Nova International Films,
Inc. (the "Company") was incorporated on November 27, 1984 in the State of
Delaware. During February 2003, the Company acquired (the "Acquisition") all of
the issued and outstanding shares of Solar Touch Limited ("Solar Touch") from
Kingston Global Co. Limited ("Kingston") in a reverse merger. As consideration
for Solar Touch's shares, the Company issued 49,567,002 shares of its common
stock to Kingston and Sino Concept Enterprises Limited (the "Seller"). In
addition to the common stock issued to the Sellers, the Company also issued
4,760,931 shares to the Seller's financial consultants. Solar Touch is a British
Virgin Islands corporation which, through its wholly-owned subsidiary, Broadway
Offshore Limited ("Broadway Offshore"), a British Virgin Islands corporation,
has owned a 49% equity interest in Baoding Pascali Broadcasting Cable TV
Integrated Information Networking Co., Limited ("Baoding"). Baoding is a
sino-foreign joint venture. Baoding Pascali Multimedia Transmission Networking
Co. Limited ("Baoding Multimedia"), which is a subsidiary of Baoding Pascali
Group Limited, a state-owned enterprise established in the PRC, owned the
remaining 51% interest in the joint venture.

     Baoding, a company established in the People's Republic of China (the
"PRC") and located in the city of Baoding, was formed pursuant to a joint
venture agreement dated July 23, 1999 and signed between Baoding Multimedia and
Solar Touch (the "Joint Venture"). Baoding is to operate for a period of 20
years and is principally engaged in the construction and operation of an
integrated cable TV transmission network system in the city of Baoding.

     On May 6, 2003, Solar Touch transferred its 49% interest in the Joint
Venture to its wholly-owned subsidiary, Broadway Offshore. On December 29, 2003,
Baoding Multimedia transferred a 3% interest in the Joint Venture back to the
Baoding Pascali Cable Television Network Workers Stockholding Association,
reducing its remaining ownership interest to 48%. On the same date, the Joint
Venture Agreement and Joint Venture Articles (the "Amended JV Agreement") were
amended to reflect the revised shareholdings of Broadway Offshore, Baoding
Multimedia and Baoding Pascali Cable Television Network Workers Stockholding
Association. In addition, the total number of board of directors of the Joint
Venture were increased to nine members.

     Pursuant to the Amended JV Agreement, Broadway Offshore was given the right
to appoint five of the nine members of the board of directors of the Joint
Venture. Through those five appointed directors, the Company has obtained
control of the board of directors of the Joint Venture and the Company's Board
of Directors has filled key management positions at the Joint Venture, including
the position of Chief Financial Officer and General Manager, with persons
affiliated with the Company.

                                      F-7



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 2. BASIS OF PRESENTATION

     The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP)
and pursuant to the rules and regulations of Securities and Exchange Commission
(SEC) for annual financial statements. The consolidated financial statements, in
the opinion of management, include all adjustments necessary for a fair
statement of consolidated results of operations, financial position and cash
flows for each periods presented.

NOTE 3. GOING CONCERN

     The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the consolidated
financial statements do not purport to represent the realizable or settlement
values. We incurred a net loss of $6,794,809 and $9,074,761 during the fiscal
years ended December 31, 2004 and 2003, respectively, and our current
liabilities exceeded our current assets by $8,760,193 at December 31, 2004
whereas our current assets exceeded our current liabilities by $2,113,578 at
December 31, 2003. These factors create substantial doubt about our ability to
continue as a going concern.

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

As a result of the aforementioned conditions, the Company's registered
independent public accountants, in their independent auditors' reports on the
consolidated financial statements as of and for the year ended December 31, 2004
have included an explanatory paragraph in their opinion indicating that there is
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not contain any adjustments that might result from
the outcome of this uncertainty.

                                      F-8




              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation
- ----------------------

     The consolidated financial statements include the financial statements of
the Company and its wholly owned subsidiary of Broadway Offshore and its 49%
equity interest in Baoding, collectively its subsidiaries. All significant
inter-company balances and transactions, including inter-company profits and
unrealized profits and losses, are eliminated on consolidation.

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

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

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

     The Board of Directors of the Joint Venture serves a term of four years
with no term limits. Changes in the Board of Director members can only be made
after a unanimous vote of the Board. The Board of Directors is the highest
authority of the Joint Venture and executes policy, operational matters and
passes resolutions of the Joint Venture. As a result, control of the Board of
Directors of the Joint Venture enables the Company to significantly influence
the operations of the Joint Venture. Accordingly, for the year ended December
31, 2004 the Company has accounted for Baoding as a subsidiary and its accounts
are consolidated.

Use of Estimates
- ----------------

     The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the amount
of revenues and expenses during the reporting periods. Management makes these
estimates using the best information available at the time the estimates are
made. However, actual results could differ materially from those results.

                                      F-9



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Cash and cash equivalents
- -------------------------

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

Inventories
- -----------

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

Property and equipment
- ----------------------

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

     Leasehold improvements                         25 years
     Machinery and equipment                        7 to 15 years
     Furniture, fixtures and equipment              7 to 10 years
     Motor vehicles                                 7 years

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

Construction in progress
- ------------------------

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

Intangible assets
- -----------------

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

                                      F-10



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Impairment
- ----------

     The Company applies the provisions of Statement of Financial Accounting
Standard No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS No. 144"), issued by the Financial Accounting Standards Board
("FASB"). SFAS No. 144 requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable through the estimated
undiscounted cash flows expected to result from the use and eventual disposition
of the assets. Whenever any such impairment exists, an impairment loss will be
recognized for the amount by which the carrying value exceeds the fair value.
There was no impairment of long-lived assets in the years ended December 31,
2003 and 2004.

Redeemable convertible preferred stock
- --------------------------------------

     In connection with the issuance of the redeemable convertible preferred
stock in 2003, the Company recorded deemed dividends of $4,000,000 arising from
the beneficial conversion feature embedded within the preferred stock in
accordance with the provisions of Emerging Issues Task Force Consensus Nos. 98-5
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios", and 00-27 "Application of Issue No.
98-5 to Certain Convertible Instruments" and $33,028 of accretion for the year
ended December 31, 2003. The deemed dividends arise due to the allocation of
proceeds raised to the detachable warrants issued to the preferred stockholders,
as well as due to the effective conversion price based on the proceeds allocated
to the preferred stock being below the fair market value of the Company's common
stock on the date of issuance. The beneficial conversion feature is limited to
the total proceeds raised to $4,000,000. The amount of deemed dividend amounted
to $60,249 for the year ended December 31, 2004.

Income taxes
- ------------

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

Stock based compensation
- ------------------------

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

                                      F-11



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Earning per share
- -----------------

     The Company has presented a dual presentation of basic and diluted earnings
per share ("EPS") with a reconciliation of the numerator and denominator of the
EPS computations. Basic EPS amounts are based on the weighted average shares of
common stock outstanding. Diluted EPS assumes the conversion, exercise or
issuance of all potential common stock instruments such as options, warrants and
convertible securities, unless the effect is to reduce a loss or increase
earnings per share.

Revenue recognition
- -------------------

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

NOTE 5. RECENT ACCOUNTING PRONUNCEMENTS

     In January 2003, the FASB issued Interpretation No. 46 "Consolidation of
Variable Interest Entities (an interpretation of ARB No. 51) ("FIN-46")." FIN46
addresses consolidation by business enterprises of certain variable interest
entities, commonly referred to as special purpose entities. The Group will be
required to implement the other provisions of FIN46 in 2003. The adoption of
FIN46 did not have a material impact on the Group's consolidated financial
statements.

     In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities." It is effective for contracts entered into or modified
after June 30, 2003 and for hedging relationships designed after June 30, 2003.
All provisions of SFAS No. 149 should be applied prospectively. The adoption of
SFAS 149 did not have a material impact on the Group's consolidated financial
statements.

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
15 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or as an asset in some circumstances). It is effective for
financial instruments entered into or modified after May 31, 2003 and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. It is to be implemented by reporting the cumulative effect of a change
in an accounting principle for financial instruments created before issuance
date of SFAS No. 150 and still existing at the beginning of the interim period
of adoption. Restatement is permitted. The adoption of SFAS No. 150 has a
material impact on the Group's consolidated financial statements.

                                      F-12




              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

In December 2003, the FASB issued Interpretation No. 46R ("FIN 46R"), a revision
to FIN 46, "Consolidation of Variable Interest Entities". FIN 46R clarifies some
of the provisions of FIN46 and exempts certain entities from its requirements.
FIN 46R is effective at the end of the first interim period ending after March
15, 2004. Entities that have adopted FIN 46 prior to this effective date can
continue to apply the provisions of FIN 46 until the effective date of FIN 46R.
The adoption of FIN 46R did not have any effect on the Company's consolidated
financial statements.

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

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

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

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

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

                                      F-13



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 6. PROPERTY AND EQUIPMENT

                                                     December 31,  December 31,
                                                         2004          2003

Leasehold improvements                              $     84,156       $ --
Machinery and equipment                               17,718,300         --
Furniture, fixtures and equipment                        127,073         --
Motor vehicles                                           295,659         --
                                                    ------------       ------

                                                      18,225,188         --
Less: Accumulated depreciation
 and amortization                                     (5,369,738)        --
                                                    ------------       ------

                                                      12,855,450         --
Construction in progress                               3,078,294         --
                                                    ------------       ------

                                                    $ 15,933,744       $ --
                                                    ============       ======

                                      F-14




              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 7. INTANGIBLE ASSET

                                                   December 31,    December 31,
                                                       2004           2003
                                                   -----------      ---------

Exclusive right to operate cable TV network        $ 2,413,687      $    --
Less: Accumulated amortization                        (583,312)          --
                                                   -----------      ---------

                                                   $ 1,830,375      $    --
                                                   ===========      =========

     The amortization expense for the year ended December 31, 2004 amounted to $
120,686.

NOTE 8. DEPOSIT

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

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

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

                                      F-15




              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 9. INVESTMENT IN JOINT VENTURE

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

     The condensed balance sheets and statements of operations of Baoding joint
venture were as follows:

Condensed Balance Sheets
- ------------------------
As of December 31                                     2004             2003
                                                  ------------     ------------

Current assets                                    $  1,118,973     $  2,170,280
Non-current assets                                  20,322,529       17,115,642
                                                  ------------     ------------

  Total assets                                    $ 21,441,502     $ 19,285,922
                                                  ============     ============

Current liabilities                               $  4,561,432     $  3,579,390
Non-current liabilities                                   --               --
Capital                                             16,880,070       15,706,532
                                                  ------------     ------------

  Total liabilities and equity                    $ 21,441,502     $ 19,285,922
                                                  ============     ============

Condensed Statement of Operations
- ---------------------------------
For the year ended December 31                        2004              2003
                                                  ------------     ------------

Net sales                                         $  4,651,440     $  4,591,475
                                                  ============     ============

Profit from operations                            $  1,362,876     $  1,389,174

Other income (expenses), net                          (160,428)          64,167
                                                  ------------     ------------

Profit before provision for income taxes             1,202,448        1,453,341

Provision for income taxes                             (28,910)        (162,059)
                                                  ------------     ------------

Net income                                        $  1,173,538     $  1,291,282
                                                  ============     ============

The Company's equity in earnings (49%)            $    575,034     $    632,728
                                                  ============     ============

                                      F-16




              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 10. AMOUNT DUE FROM JOINT VENTURE PARTNER

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

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

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

     Baoding joint venture intends to offset the amount of dividend to be
declared to its PRC joint venture partner with the $ 2,059,824 of amount due
from the PRC joint venture partner. Such offset of dividend declared is
permitted under the current PRC laws.

NOTE 11. AMOUNTS DUE TO STOCKHOLDERS AND DIRECTORS

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

                                                   December 31,    December 31,
         Name                                          2004             2003
                                                   ------------    ------------
Stockholder:
Faithful Union Limited                              $263,882         $ 75,923
Stockholder and Director:
Raymond Ying-Wai Kwan, CEO                            15,767                0
Yau-Sing Tang, CFO                                    86,651            2,500
                                                    --------         --------

  Total                                             $366,300         $ 78,423
                                                    ========         ========

     Faithful Union Limited, a company wholly owned by Mr. Hong Tao Li, a
Director, Chief Operating Officer and Vice-President of Project Development
advanced to the Company $187,959 and $75,923 for the year ended December 31,
2004 and 2003 for its working capital. this advance is unsecured, non-interest
bearing and has no fixed repayment dates.

     During the year ended December 31, 2004, Mr. Yau Sing Tang, CFO and
Director of the Company paid various expenses in a total of $52,100 and $2,500
for during the year ended December 31, 2004 and 2003 on behalf of the Company.
The Company owed him total salaries of $32,051 for the year ended December 31,
2004. In total, the Company owed him the amount of $86,651 and $2,500 as of
December 31, 2004 and 2003. The amount due to him is unsecured, non-interest
bearing and has no fixed repayment dates.

     During the year ended December 31, 2004, Mr. Raymond Ying Wai Kwan, CEO and
Director of the Company paid various expenses in a total of $382 on behalf of
the Company and the Company owed him total salaries of $15,385. In total, the
Company owed him the amount of $15,767. The amount due to him is unsecured,
non-interest bearing and has no fixed repayment dates.

NOTE 12. AMOUNT DUE TO A DIRECTOR OF THE JOINT VENTURE

     As of December 31, 2004, the Company's Joint Venture owed an amount of
$45,094 to one of teh directors of the Company's Joint Venture. The amount owed
represents the personal bank loan taken up by such director for an office
premises acquired by the Company's Joint Venture during the year ended December
31, 2004. The amount was unsecured, non-interest bearing and repayable on
demand.

                                      F-17



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 13. 8% REDEEMABLE CONVERTIBLE PREFERRED STOCK

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

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

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

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

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

                                      F-18



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 13. 8% REDEEMABLE CONVERTIBLE PREFERRED STOCK (Cont'd)

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

     In accordance with Financial Accounting Standards Board SFAS 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity", the Company has accounted for the redemption price of
the Preferred Stock of $4,606,897 and interest of $177,600 for the period from
June 14, 2004 to December 31, 2004 as a current liability on its consolidated
balance sheet. The Company has accounted for the difference between the minimum
Preferred Stock redemption amount of $ 4,000,00 and the cash redemption price of
$ 4,606,897 as a reduction in Additional Paid-in Capital. In addition, for the
year ended December 31, 2004, the Company has expensed unamortized transaction
costs amounting to $ 567,286 relating to the original Preferred Stock issuance.
The Company currently believes that the recorded liability is conservative and
reflects the probable maximum amount that the Company would be required to pay
to the Purchaser should the Purchaser be successful in its lawsuit. The Company
does not believe that it would be required to pay unpaid dividends to the
Purchaser because the terms of the Preferred Stock provide that the holders of
Preferred Stock receive dividends only when, and if, declared by the Board of
Directors of the Company. The Company's Board of Directors has not declared any
dividends on the Preferred Stock as of December 31, 2004.

     The Company, through its appointed attorney, is now negotiating with the
Purchaser to settle the complaint out of court.


NOTE 14. INCOME TAXES

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

     Baoding is a Sino-foreign joint venture established in the PRC. Baoding was
subject to a 3% local income tax for the year ended December 31, 2002 and 18%
(15% federal income tax plus 3% local income tax) Baoding was granted a 33.3%
reduction in federal income tax and full exemption from local income tax for
three years, on the results of its operations after adjusting for items which
are non-assessable or disallowed. Certain items of income and expense are
recognized for PRC income tax purposes in a different accounting period from
that in which they are recognized for financial accounting purposes. Baoding's
operation in PRC for the year ended December 31, 2004 results in a profitable
operation, while loss was incurred on the Company level.

                                      F-19



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 15. 2003 STOCK COMPENSATION PLAN

     On May 23, 2003, the Company adopted the 2003 Stock Compensation Plan (the
"Plan") under which 10,000,000 shares of Common Stock are available for issuance
with respect to awards granted to directors, officers, employees and independent
contractors who are crucial to the future growth and success of the Company and
its subsidiaries and affiliates. For the year ended December 31, 2004 and 2003,
a total of 4,115,500 and 5,680,000 shares respectively were issued pursuant to
the Plan. For the year ended December 31, 2004 and 2003, a total of 0 and
100,000 warrants were issued pursuant to the Plan.


NOTE 16. DIRECTORS' COMPENSATION IN SHARES AND WARRANTS

     The Company signed two-year directors' stock compensation agreements (the
"Agreements") with three of its directors, Mr. George Raney, Mr. Raymond
Ying-Wai Kwan, and Mr. Yau-Sing Tang on February 28, 2003. Pursuant to the
Agreements, the Company will issue an aggregate of 49,000 shares of common stock
each month in consideration for their services rendered through February 2005.

     Number of shares of the Company's common stock were issued as follow:

                                  For the year ended         For the year ended
                                  December 31, 2004          December 31,  2003
                                      (shares)                    (shares)

George Raney                                   84,000                   70,000
Raymond Ying-Wai Kwan                         144,000                  120,000
Yau-sing Tang                                 360,000                  300,000
                                  -------------------     --------------------

Total                                         588,000                  490,000
                                  ===================     ====================

     In December, the Company issued 12,500 shares of common stock to one of the
Company's independent directors, Ms. Jenny Qiu, for her services as the
independent director for the period from September to December 2004.

     In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123") and the Emerging Issues
Task Force Consensus Issue No. 96-18, "Accounting for Equity Instruments that
are Issued to Other than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" ("EITF 96-18"), the Company accounted for the
directors' compensation in shares and warrants based on the fair market value of
the Company's common stock at the date of the individual issue of the stock to
the directors. During the years ended December 31, 2004 and 2003, 600,500 and
588,000 shares of the Company's common stock under the Company's 2003 Stock
Compensation Plan were issued to the directors, respectively.

                                      F-20



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 16. DIRECTORS' COMPENSATION IN SHARES AND WARRANTS (Cont'd)

         At December 31, 2004, the Company's future minimum commitment to issue
common shares to directors under the Agreements are as follows:

         Year ending December 31                        Common Shares
         -----------------------                        -------------

                2005                                       98,000

NOTE 17. CONSULTING AGREEMENTS AND DEFERRED CONSULTING FEES

     On February 28, 2003, the Company entered into one-year consulting
agreements with GCA Consulting Limited ("GCA") and Orient Financial Services,
Inc. ("Orient"). The services to be rendered include consultation and advisory
services relating to administrative and corporate development of the Company and
other managerial assistance as mutually agreed upon between the parties. As
consideration for the services to be rendered, the Company issued 2,960,931 and
1,800,000 shares of common stock to GCA and Orient, respectively. The fair
market value of the Company's common stock as of February 28, 2003 was $0.62 per
share.

     On May 3, 2003, the Company entered into a one-year consulting agreement
with Patrick Ko. The services to be rendered include consultation and advisory
services relating to management and identification of potential strategic
partners in the United States. As consideration for the services to be rendered,
the Company issued 500,000 shares of common stock and five-year warrants to
purchase 250,000 shares of common stock, with an exercise price equal to $0.45
per share. The fair market value of the Company's common stock as of May 3, 2003
was $0.70 per share. The fair value of the warrants was determined to be
$167,750 as of the date of grant using the Black-Scholes option valuation model,
which assumed a risk free interest rate of 3.07%, an expected life of 5 years,
and volatility rate of 171%.

     On May 30, 2003, the Company entered into a one-year consulting agreement
with Ni Rong-Song. The services to be rendered include consultation and advisory
services relating to the strategic planning of the Company and identification of
a potential joint venture partner in China. As consideration for the services to
be rendered, the Company issued 1,000,000 shares of common stock and five-year
warrants to purchase 1,000,000 shares of common stock, with an exercise price of
$0.45 per share. The fair market value of the Company's common stock as of May
30, 2003 was $0.70 per share. The fair value of the warrants was determined to
be $671,000 as of the date of grant using the Black-Scholes option valuation
model, which assumed a risk free interest rate of 3.07%, an expected life of 5
years, and volatility rate of 171%.

     On June 26, 2003, the Company entered into a one-month consulting agreement
with Jason Genet, an outsider consultant who is primarily focused on the
identification of potential merger and acquisition activities and strategic
partnerships. As consideration for the services rendered, the Company issued
75,000 shares of common stock under the Plan. The per share value of the
Company's common stock as of June 26, 2003 was $0.70 per share.

                                      F-21



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 17. CONSULTING AGREEMENTS AND DEFERRED CONSULTING FEES (Cont'd)

     On July 3, 2003 and July 7, 2003, the Company entered into one-year
consulting agreements with Chui Chui-Wing and Tam Wai. The services to be
rendered include identifying targets for the acquisition by using the Company's
equity securities. As consideration for the services to be rendered, the Company
issued 600,000 and 2,200,000 shares of common stock under the Plan to them,
respectively. The fair market value of the Company's common stock as of July 3
and July 7, 2003 was $0.40 per share.

     On August 22, 2003, the Company entered into an agreement with Friedland
Capital Inc. ("Friedland") pursuant to which Friedland agreed to provide
financial advisory services to the Company for a monthly fee. On August 22,
2003, the Company issued 5,000 shares of restricted common stock to Friedland,
in consideration for services performed. Pursuant to Friedland's engagement
letter with the Company, Friedland's fees are payable in cash or registered
shares of Company's common stock only. On October 6, 2003, the Company cancelled
the 5,000 shares of restricted common stock and paid the outstanding fees
payable to Friedland in cash. On December 15, 2003, as additional consideration
for its services, Friedland was issued three-year warrants to purchase a total
of 100,000 shares of common stock, with an exercise price of $1.50 per share
under the Plan. The fair value of the warrants was determined to be $100,100 as
of the date of grant using the Black-Scholes option valuation model, which
assumed a risk free interest rate of approximately 2.41%, an expected life of 3
years, and volatility rate of 162%.

     On August 22, 2003, the Company entered into another one-year consulting
agreement with Jason Genet, who is primarily focused on identification of
potential merger and acquisition activities and strategic partnerships. As
consideration for these services, the Company issued 65,000 shares of common
stock under the Plan. The fair market value of the Company's common stock as of
August 22, 2003 was $2.07 per share.

     On December 9, 2003, the Company issued 50,000 shares of common stock under
the Plan to Linda Kennedy, a marketing consultant, as compensation for her
marketing research services provided to the Company. The fair market value of
the Company's common stock as of December 9, 2003 was $1.17 per share.

     On March 26, 2004, the Company entered into one-year consulting agreement
with Li Wei, who is primarily focused on identification of potential merger and
acquisition activities and strategic partnerships in the PRC. As consideration
for these services, the Company issued 1,000,000 shares of common stock under
the Plan to him. The fair market value of the Company's common stock as of March
26, 2004 was $0.70 per share.

     On November 18, 2004, the Company issued 15,000 shares of common stock
under the Plan to the Company's attorney for his legal services rendered to the
Company. The fair market value of the Company's common stock as of November 18,
2004 was $0.38 per share.

     On November 22, 2004, the Company entered into a eighteen-month consulting
agreement with Rengui Ni, who is primarily focused on merger and acquisition of
other cable operators and acquisition of fiber optical network in the PRC. As
consideration for these services, the Company issued 2,500,000 free-trading
shares of the Company's common stock under the Plan and 500,000 restricted
shares of the Company's common stock. The fair market value of the Company's
common stock as of November 22, 2004 was $0.39 per share.

                                      F-22



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 17. CONSULTING AGREEMENTS AND DEFERRED CONSULTING FEES (Cont'd)

     In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123") and the Emerging Issues
Task Force Consensus Issue No. 96-18, "Accounting for Equity Instruments that
are Issued to Other than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" ("EITF 96-18"), the Company has accounted for the
consulting agreements based on the fair market value of the Company's common
stock at the commencement date of the individual consulting agreements. For the
years ended December 31, 2004 and 2003, the Company charged to expense a total
of $2,564,354 and $4,371,985, respectively associated with consulting agreements
and recorded deferred consulting fees of $1,245,538 and $1,934,192 respectively
at December 31, 2004 and 2003. The deferred consulting fees will be charged to
expenses as follows:-

         Year ending December 31                       Amount
         -----------------------                       ------

                 2005                                $   941,096
                 2006                                    304,442
                                                     -----------

                  Total                              $ 1,245,538
                                                     ===========


     During the year ended December 31, 2004, there was no warrants granted. The
warrants granted for the year ended December 31, 2003 are as follows:-



                                                  Exercise
   Warrant-holder          No. of warrants         Price                     Exercise Period
   --------------          ---------------         -----                     ---------------

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


No warrants granted to consultants were exercised during the year ended December
31, 2004.

NOTE 18. MINORITY INTEREST

     For the years ended December 31, 2004, the Company recorded a reduction to
income of $596,504 representing the other partners' share in the income of the
joint venture. The Company also recorded a minority interest of $6,549,012 as of
December 31, 2004, representing the other partners' share in the net assets of
the joint venture. The balance of the minority interest as of December 31, 2004
was reduced by the receivables due from Baoding's 48% joint venture partner in
anticipation of the proposed dividend on the Baoding joint venture.

                                      F-23



              CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 19. EARNINGS (LOSS) PER COMMON SHARE

     Basic EPS amounts are determined based on the weighted average number of
shares of common stock outstanding. Diluted EPS assumes the conversion, exercise
or issuance of all potential common stock instruments such as options, warrants
and convertible securities, unless the effect is to reduce a loss or increase
earnings per share. All potentially dilutive financial instruments as of
December 31, 2004 had the effect of reducing the reported net loss per share,
and, therefore, were excluded from the calculation.

NOTE 20.  SEGMENT REPORTING

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



                                     Analog             Digital          Highspeed
                                   Television         Television          Internet
2004                                Services           Services           Services          Corporate           Total
- ----                                --------           --------           --------          ---------           -----

                                                                                              
Net Sales                         $ 3,990,751        $   434,273        $   226,416       $      --          $ 4,651,440

Consulting fees                          --                 --                 --          (2,600,354)        (2,600,354)

Directors' compensation                  --                 --                 --            (501,313)          (501,313)

Professional fees                        --                 --                 --            (354,134)          (354,134)

Operating expenses                   (944,575)          (410,222)              --            (169,110)        (1,523,907)

Administrative expenses              (359,363)              --                 --                --             (359,363)

Depreciation                       (1,453,719)              --                 --                --           (1,453,719)

Amortization                         (120,685)              --                 --                --             (120,685)

Profit (Loss) from operation        1,112,409             24,051            226,416        (3,624,911)        (2,262,035)




NOTE 21. SUBSEQUENT EVENT

     On April 20, 2005, the Company announced that, through its newly formed 70%
owned subsidiary, Beijing Jin Zhi Cheong Shang Mao Limited, entered into a joint
venture agreement with Zhong Dian Tong (Beijing) Digital TV Development Co.,
Ltd. This joint venture will allow the Company to reach an additional 1.1
million cable TV subscribers, located over four Chinese provinces, by providing
high speed internet access, IP television and IP telephony service to those
subscribers. Under this Agreement, the Company will use these provinces as a
pilot launch and will replicate the services to its own provinces over the
coming three years. The joint venture agreement will be valid for one year.
After a one-year market development trial period, both parties involved will
have the option of executing a 30-year joint venture agreement. There can be no
assurance that the joint venture will extend for another 30 years.

                                      F-24



(a)(3) Exhibits.
       --------
                                  Exhibit Index

   Exhibit
   Number        Description
   ------        -----------

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

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

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

  3(ii)          Bylaws of CCCI. (1)

  4.1            Share Exchange Agreement, dated as of November 1, 2002. (3)

  4.2            Amended Share Exchange Agreement, dated as of February 21,
                 2003. (3)

  4.3            2003 Stock Compensation Plan. (4)

  4.4            Form of Compensation Agreement. (4)

  4.5            Certificate of Designations of Preferred Stock (filed
                 September 25, 2003) (5)

  21.1           Subsidiaries of the Registrant.

  23.1           Consent of Grobstein, Horwath & Company LLP.  Filed herewith.

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

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

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

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

- ----------------

*        Previously filed.

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

                                       48



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

(3)      Incorporated by reference from CCCI's Form 8-K filed on May 15, 2003,
         as amended on May 19, 2003.

(4)      Incorporated by reference from CCCI's Form S-8 filed on June 10, 2003.

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

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

(7)      Incorporated by reference from CCCI's Form 10-QSB filed on August 24,
         2004.

(b) Reports On Form 8-K.

     During the fiscal year ended December 31, 2004, the Company filed a Current
Report on Form 8-K, which reported event occurred on June 15, 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     Grobstein, Horwath & Company LLP ("Grobstein"), the Company's principal
accountants, billed the Company $95,500for the year ended December 31, 2004 and
$143,708 for the year ended December 31, 2003 for professional services rendered
by Grobstein for the audit of the Company's annual financial statements and
review of financial statements included in the Company's Forms 10-KSB and
services normally provided by Grobstein in connection with statutory and
regulatory filings or engagements for that fiscal year.

Audit-Related Fees

     For the years ended December 31, 2004 and 2003, Grobstein did not provide
the Company with any services for assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements and are not reported above under "--Audit Fees."

Tax Fees

     For the years ended December 31, 2004 and 2003, Grobstein did not provide
professional services for tax compliance, tax advice, and tax planning.

All Other Fees

For the years ended December 31, 2004 and 2003, Grobstein did not bill the
Company for products and services other than those described above. Less than
50% of the hours expended on Grobstein's engagement to audit the Company's
financial statements for the fiscal years ended December 31, 2004 and 2003 were
attributed to work performed by persons other than Grobstein's full-time,
permanent employees.

                                       49




                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                   CHINA CABLE & COMMUNICATION, INC.



Date:  May 16, 2005
                                   By: /s/  Raymond Kwan
                                       ----------------------------------------
                                          Raymond Kwan, Chief Executive Officer



     In accordance with the requirements of the Exchange Act, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

/s/  Raymond Ying-Wai Kwan                                Dated:  May 16, 2005
- --------------------------------------------
Raymond Ying-Wai Kwan
Chief Executive Officer and Director

/s/  Yau-Sing Tang                                        Dated:  May 16, 2005
- --------------------------------------------
Yau-Sing Tang
President and Chief Financial Officer


/s/  George Raney                                         Dated:  May 16, 2005
- --------------------------------------------
George Raney
Director, Senior Vice President of Corporate
Development

/s/  Da-Xiang Zhang                                       Dated:  May 16, 2005
- --------------------------------------------
Da-Xiang Zhang
Deputy Chairman of the Board

                                       50



/s/  Kai-Jun Yang                                         Dated:  May 16, 2005
- --------------------------------------------
Kai-Jun Yang
Chairman of the Board

/s/  Hong-Tao Li                                          Dated:  May 16, 2005
- --------------------------------------------
Hong-Tao Li
Director, Chief Operating Officer and Vice
President of Project Development

/s/  Yong-Xiang Chen                                      Dated:  May 16, 2005
- --------------------------------------------
Yong-Xiang Chen
Director

/s/  Paul Zee-Ho Tsang                                    Dated:  May 16, 2005
- --------------------------------------------
Paul Zee-Ho Tsang
Independent Director

/s/  Zhi-Tang Li                                          Dated:  May 16, 2005
- --------------------------------------------
Zhi-Tang Li
Independent Director

/s/  Jian-Hua Li                                          Dated:  May 16, 2005
- --------------------------------------------
Jian-Hua Li
Independent Director

                                       51

EX-21.1

                                                                   EXHIBIT 21.1

                              LIST OF SUBSIDIARIES





1.       Broadway Offshore Limited

2.       Beijing Jin Zhi Cheong Shang Mao Limited

EX-31.1

                                                                   EXHIBIT 31.1

                                  CERTIFICATION

I, Raymond Ying-Wai Kwan, certify that:

1.   I have reviewed this Form 10-KSB of China Cable and Communication, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting.

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.



Date:  May 16, 2005                           /s/  Raymond Ying-Wai Kwan
                                              ----------------------------------
                                              Raymond Ying-Wai Kwan
                                              Chief Executive Officer

EX-31.2

                                                                   EXHIBIT 31.2

                                 CERTIFICATION

I, Yau-Sing Tang, certify that:

1.   I have reviewed this Form 10-KSB of China Cable and Communication, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     (b)  Evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  Disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's fourth fiscal quarter in
          the case of an annual report) that has materially affected, or is
          reasonably likely to materially affect, the registrant's internal
          control over financial reporting.

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     (a)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the registrant's ability to
          record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          control over financial reporting.



Date:  May 16, 2005                          /s/  Yau-Sing Tang
                                             -----------------------------------
                                             Yau-Sing Tang
                                             Chief Financial Officer

EX-32.1

                                                                   EXHIBIT 32.1


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-KSB (the "Report") of China
Cable and Communication, Inc. (the "Company") for the year ended December 31,
2004, Raymond Ying-Wai Kwan, the Chief Executive Officer, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of the undersigned's knowledge and
belief:

     (1)  the Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.



Date:  May 16, 2005                           /s/  Raymond Ying-Wai Kwan
                                              ----------------------------------
                                              Raymond Ying-Wai Kwan
                                              Chief Executive Officer

EX-32.2

                                                                   EXHIBIT 32.2


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-KSB (the "Report") of China
Cable and Communication, Inc. (the "Company") for the year ended December 31,
2004, Yau Sing Tang, the Chief Financial Officer, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of the undersigned's knowledge and belief:

     (1)  the Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.



Date:  May 16, 2005                             /s/  Yau Sing Tang
                                                --------------------------------
                                                Yau Sing Tang
                                                Chief Financial Officer