8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2009

CHINA BROADBAND, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-19644 (Commission File Number) 20-1778374 (IRS Employer Identification No.)

1900 Ninth Street, 3rd Floor Boulder, Colorado 80302

Telephone No.: (303) 449-7733

(Address and telephone number of Registrant's principal

executive offices and principal place of business)

(Former name or address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ྎ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ྎ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

ྎ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

ྎ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

Summary Term Sheet Relating to Acquisition of AdNet

On February 16, 2009, China Broadband, Inc., a Nevada corporation (the “Company”) entered into a binding Summary Term Sheet (the “AdNet Agreement”) with Wanshi Wangjing Media Technologies (Beijing) Co., Ltd., a/k/a Adnet Media Technologies (Beijing) Co., Ltd., a recently organized PRC based company (“AdNet”) for the acquisition of AdNet from its shareholders.

The AdNet Agreement provides, among other things, for the acquisition of 100% of AdNet from its stockholders by the Company’s PRC based subsidiary in exchange for 15% of the Company’s common stock (the “Common Stock”) as calculated on a fully diluted basis immediately after the closing of said acquisition (excluding shares underlying certain warrants and notes), or 11,254,898 shares of Common Stock.  The terms of the AdNet Agreement also call for the appointment of Ms. Priscilla Lu to the Board of Directors of the Company and for the hiring of certain executives and employees in the PRC which will oversee the Company’s PRC based operations.

About AdNet

AdNet holds an Internet Content Provider (“ICP”) license and is in the business of providing delivery of multimedia advertising content to internet cafés in China.  AdNet currently services over 2,000 cafés with plans to increase its presence by year end and currently operates and is licensed to operate in 29 provinces in the PRC with servers in five data centers including Wuhan, Wenzhou, Yantai, Yunan and with a master distribution server in Tongshan.  Partnering with a local advertisement agency, AdNet provides a network for tens of thousands of daily video advertisement insertions to entertainment content traffic (movies, music, video, and games).

Conditions to Closing

The closing of the acquisition of AdNet is dependent on, among other things, completion of due diligence, satisfaction by AdNet of certain capital requirements and conditions, transfer of full control of AdNet along with its securities and related ICP licenses to the Company’s PRC based subsidiary, as well as the securing of all corporate and government consents by all parties as are necessary in order complete the transaction and effect a change of ownership and control of AdNet.  The AdNet Agreement also calls for closing of the transaction within 30 days of the date of said agreement, and provides for a “no-shop” provision on the part of AdNet.

No assurance can be made that the acquisition of AdNet will be completed successfully or, if completed, that the combined companies will be successful or will have sufficient capital to grow.  The foregoing description is a summary only of the AdNet Agreement and is qualified in its entirety by reference to the full AdNet Agreement filed as an exhibit to this report.

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Item 7.01 Regulation FD Disclosure

On February 16, 2009, the Company distributed a press release relating to the acquisition of the AdNet and AdNet Agreement. A copy of this press release is furnished as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.

The Exhibits to this report are listed in the Index to Exhibits which immediately follows the signature page hereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA BROADBAND, INC.
Date: February 20, 2009	By:	/s/Marc Urbach
		President

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 INDEX TO EXHIBITS

Exhibits	Description
10.1	Summary Term Sheet between China Broadband, Inc., a Nevada corporation, and Waanshi Wangjing Media Technologies (Beijing) Co., Ltd. (a/k/a AdNet Media technologies (Beijing) Co., Ltd., dated as of February 16, 2009
99.1	Press Release Relating to Acquisition of Waanshi Wangjing Media Technologies (Beijing) Co., Ltd., dated February 16, 2009

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EX-10.1

SUMMARY TERM SHEET

This Summary Term Sheet memorializes the general terms and conditions relating to the proposed acquisition of Wanshi Wangjing Media Technologies (Beijing) Co., Ltd., (a/k/a AdNet Media Technologies (Beijing) Co., Ltd.), a PRC based advertisement insertion business (“ADNET”) by a subsidiary of China Broadband, Inc., a Nevada corporation.

Surviving Parent	China Broadband, Inc., a Nevada corporation (the “Company”)
Target; ADNET	ADNET, a PRC based company organized in Beijing in November 2006 under the laws of the PRC, is currently privately held and in the business of providing “real time” context sensitive advertisement services and P2P multimedia content distribution primarily in internet cafés in the PRC
	ADNET is an outgrowth of a division of ViDeOnline and operated since August of 2008 by certain of its former executives or other employees. Adnet is licensed in the PRC as an Internet Content Provider (“ICP”)
	The ADNET revenue model involves leveraging the revenue base and vast traffic from internet cafes to promote content and insert context sensitive advertisements, that are location, time and/or relevancy based
Acquisition	China Broadband, Ltd., a Cayman Islands entity and wholly owned subsidiary of the Company, or its WFOE in the PRC or a newly created WFOE created for such purpose, shall acquire no less than (i) 51% of the PRC based and organized ADNET and (ii) a pledge and security agreement in favor of the Company or its subsidiary with respect to the remaining 49% of its ownership interest along with voting and equitable control,  in exchange for 11,254,898 shares of common stock of the Company, said amount constituting 15% of its restricted equity common stock of the Company on a fully diluted basis as calculated immediately after the Acquisition, exclusive warrants exercisable at $2.00 or securities underlying convertible notes issued in January 2008, (but inclusive of all other warrants or options outstanding at the time of closing).  A schedule of all warrants, options, and notes outstanding and the number of shares into which they are convertible as of the date hereof is appended hereto as Schedule A.  The acquisition shall be structured so that all former shareholders of ADNET shall have equal informational rights, tag along rights, drag along rights, and the similar rights as one another and  so as to reflect intercompany loans down to ADNET and in a manner that would permit consolidation of financial statements with the Company.  The Company shall also have full voting and board control over ADNET

Conditions	Conditions include completion of due diligence by both parties as well as:
	- All appropriate board and other corporate consents of both parties (including, without limitation, board and noteholder consents or waivers, and consents of VideOnline as may be necessary as related to any IP or IT utilized by ADNET and being acquired, waiver of non competes etc.);
	- ICP, Business and all other licenses or permits relating thereto of ADNET to be in place and all appropriate government agency consents relating to a change of control of ADNET, ADNET to be doing business or licensed and equipped to do business in no less than 29 provinces in the PRC;
	- ADNET to be fully operating in no less than 2,000 cafés at the time of closing;
	- Transaction to be structured in a fashion that permits consolidation of financial statements with the Company;
	- ADNET to have at least $300,000 in additional investment prior to closing, part of which may be utilized to fund its ordinary and customary ongoing expenses and operations. ADNET may also seek equity or convertible debt financing with terms reasonably acceptable to the Company prior to the acquisition subject to the terms hereof;
	Appointments of Ms. Priscilla Lu to the Board of the Company, and Wang Yingqi (neeMichael Wang) as new COO/CFO (See below);
	- Other PRC management and financial oversight changes, accounting and recordkeeping;
	- Completion of audited financial statements of ADNET and disclosure materials;
	- Completion of definitive transaction documents containing all reasonable and customary representations, warranties and covenants for a transaction of this type;
	- Due diligence and rendering of financial statements to be completed within 20 days of the date hereof, with closing required within 30 days thereafter.
Appointments	Ms. Priscilla Lu shall be appointed to the Board of the Company and its ADNET subsidiary at closing.  In the event she is unable to continue her duties for any reason during the two years following closing, the former ADNET shareholders receiving shares of the Company pursuant to this transaction, shall have the right to appoint or remove a designee to the Board of directors of the Company and to said ADNET subsidiary, which designees shall be reasonably acceptable to the Company.  In addition, the Company shall negotiate the terms of and enter into an employment agreements with two executives nominated by ADNET at least one of which shall be based in the PRC to oversee financial aspects of PRC operations of ADNET and the Company, said agreements to contain customary non-compete and non-disclosure provisions.  All other employees shall be at will employees and shall be subject, prior to and after the acquisition, customary confidentiality and non-compete agreements.

Financing	ADNET may on its own, or in contemplation of the acquisition, raise equity capital or convertible debt capital, the terms of which shall be approved by the Company pending the acquisition, said consent not to be unreasonably withheld and not to increase the percentage of the Company issued to ADNET at closing (i.e. such investors would share in the 15%) if such transaction is reasonable in nature and would not, in the opinion of management, adversely affect the Company or its financial position if and when the acquisition of ADNET is completed.
	The Company shall also exercise commercially reasonable best efforts to raise at least $300,000 for investment into ADNET’s business and related working capital prior to the end of 2009, which capital raising efforts may, but need not, include proceeds from the sale of assets by the Company.
Closing	Presuming satisfaction of the above conditions and agreement as to all appointments, it is intended that the acquisition be consummated within 30 days.
No Shop	The parties agree and acknowledge that the Company has devoted and may continue to expend material resources in negotiating with and consummating the transaction with ADNET and that ADNET’s business may prove to be unique and that ADNET has already had meetings with to potential capital or strategic venture resources introduced by the Company’s management.  Accordingly, the parties agree to enter into and complete the acquisition of ADNET as expeditiously as practicable and ADNET hereby agrees that that it will neither negotiate with or enter into discussions or accept bids or offers from other potential acquirers, with such offers or bids relate to all or any portion of ADNET’s ownership, profit sharing, business, operations, ideas, business plan or assets, for a period of 90 days after the date hereof

This term sheet does not constitute an offer to sell or offer for the purchase of securities.  Any statement to the contrary is a criminal offense.

{Signature Page Follows}

If the foregoing reflects your understanding, kindly execute below and return the same to the undersigned at your earliest convenience, and the same will be effective as of this 16th day of February, 2009.

China Broadband, Inc.
By:
	Marc Urbach, President

Wanshi Wangjing Media Technologies (Beijing) Co., Ltd.

   (北京万视网景传媒科技有限公司)

By: ____________________________

Name:

Title:

SCHEDULE A

SCHEDULE OF WARRANTS AND OPTIONS

China Broadband, Inc.

Total Capitalization Summary

		Included In
	Total	Calculation
Total Common Stock	50,585,455	50,585,455
Warrants exercisable @ $.50	1,131,667	1,131,667
Warrants exercisable @ $.60	11,743,133	11,743,133
Warrants exercisable @ $2.00	4,000,000	0
Total Warrants	16,874,800	12,874,800
Notes exercisable @ $.75	6,628,333	0
Options @ 1.00	100,000	100,000
Options @ .45	150,000	150,000
Options @ .60	67,500	67,500
Totals Options	317,500	317,500
Total Outstanding	74,406,088	63,777,755

EX-99.1

China Broadband to Acquire AdNet China

Acquisition enhances China Broadband’s position as leading provider of value-added services

NEW YORK, NY—China Broadband, Inc. (OTC BB: CBBD), a provider of cable broadband services and publisher of digital and analog program guides in the Shandong Province of China, today announced that is has signed an agreement to acquire AdNet Media Technologies Co., Ltd. (“AdNet China”), a Beijing company, focused on the delivery of multimedia advertising content to internet cafés in China. The companies have entered into a binding letter of intent to close the acquisition within 30 days of the date of announcement.

Pursuant to the letter of intent, China Broadband has agreed to purchase AdNet China in exchange for stock only.  In addition, certain executives of AdNet will be appointed as officers and/or directors of China Broadband at closing.

AdNet China currently operates and is licensed to operate in 29 provinces in China with servers in five data centers including Wuhan, Wenzhou, Yantai, Yunan and with a master distribution server in Tongshan.  Partnering with a local advertisement agency, AdNet China provides a network for multiple tens of thousands of daily video ad insertions to entertainment content traffic (movies, music, video, and games).  The Company projects a target service initiation of over 3,000 cafés during the first quarter of 2009 with a plan to triple that by the end of the year.

“The combination of China Broadband and AdNet China is a strategic move to rapidly broaden our platform of broadband and value-added services and increase our access to the several hundred millions of Internet users in China,” reports Marc Urbach, President of China Broadband. “This acquisition will produce synergies that further demonstrate our ongoing commitment to offer cross-media capabilities while monetizing the tremendous market opportunity.”

“AdNet China enables us to leverage our footprint coverage of internet café users to promote content and context-sensitive advertisements that are location-based, real-time, and content relevant-based,” says Wang Yingqi, COO of AdNet. “Together, both companies will deliver significant resources and solutions to the large addressable market in the PRC.”

The company plans to provide additional information in SEC filings. Under the terms of the agreement, leadership of the combined corporation will remain with the acquiring entity.  The combined company gains the knowledge and experience of using multimedia networks to support distributed advertisement insertion. With this the management believes the company can offer geographically sensitive targeted advertisements and promote services and entertainment delivery nationwide.

About China Broadband

China Broadband is a new player in China's growing cable broadband market and more recently, electronic programming guide publication business and print media markets. The Company's flagship operation is Jinan Jia He Broadband, also known as Jinan Broadband, the fifth largest broadband operator in China and the second largest broadband service provider in Shandong's capital city of Jinan.  A spin-off of Jinan Jia He Digital TV Co. Ltd., Jinan Jia He Broadband has a close equity bond with Jinan Cable Network, the cable monopoly in Jinan with 1.3 million cable TV subscribers. The company, through its Shandong Group subsidiary, also publishes digital and analog television program guides, newspapers and entertainment magazines. It holds the exclusive license to publish television program guides in Shandong Province, which is one of the largest regional economies in China.

For more information, visit http://www.chinabroadband.tv

Disclosure

This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release, which are not strictly historical statements, including, without limitation, statements by management, statements concerning internal operations, marketing, management's plans, objectives and strategies, and management's assessment of market factors and conditions, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward-looking statements, including, without limitations, the volatility of domestic and international financial, bond and stock markets, intense competition, extensive governmental regulation, litigation, substantial fluctuations in the volume and price level of securities and other risks as detailed in the Company's filings with the Securities and Exchange Commission.

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