As filed with the Securities and Exchange Commission on December 8, 2003

Registration No. 333-110439
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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CHINA CABLE AND COMMUNICATION, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware 11-2717273
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

4841
(Primary Standard Industrial
Classification Code Number)
------------------------

Suite 805, One Pacific Place,
88 Queensway, Hong Kong
Tel: (852) 2591-1221
Attention: Raymond Ying-Wai Kwan, CEO
----------------------------------------------------
(Name, Address, Telephone Number and Facsimile Number
of Agent For Service of Process)

Copies of all Communications to:

Alan L. Talesnick, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1975
Denver, Colorado 80264
Tel: (303) 830-1776
Fax: (303) 894-9239

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

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

- --------------------------------- --------------- ----------------- ------------------ --------------
Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Shares Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Unit Offering Price Fee
- --------------------------------- --------------- ----------------- ------------------ --------------

Common Stock, par value $0.00001 3,696,552 $1.42(1) $5,249,104(1) $424.65(2)
per share
- --------------------------------- --------------- ----------------- ------------------ --------------
Total 3,696,552 $1.42(1) $5,249,104(1) $424.65(2)
- --------------------------------- --------------- ----------------- ------------------ --------------

(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933. For the purposes
of this table, we have used the average of the closing bid and asked prices
as of November 11, 2003.

(2) Previously paid with the filing of the Company's original Form SB-2 on
November 12, 2003.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effectiveness date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
section 8(a), may determine.

PRELIMINARY PROSPECTUS

The information contained in this preliminary prospectus is not complete and may
be changed. these securities may not be sold until the registration statement
filed with the Securities and exchange Commission is declared effective. This
preliminary prospectus is not an offer to sell these securities, and it is not
soliciting an offer to buy these securities, in any state where the offer or
sale is not permitted. You should rely only on the information contained in this
preliminary prospectus.

Subject to completion, dated December 8, 2003

CHINA CABLE AND COMMUNICATION, INC.

3,696,552 Shares of Common Stock

The 3,696,552 shares of China Cable and Communication, Inc. ("CCCI" or the
"Company") common stock $.00001 par value (the "Common Stock") are being offered
by the selling stockholders listed on page 11. The Common Stock may be referred
to from time to time as the "Shares." This offering is not being underwritten.

The prices at which selling stockholders may sell their Shares will be
determined by the prevailing market price for the Shares or in privately
negotiated transactions. Information regarding the selling stockholders and the
times and manner in which they may offer and sell the Shares under this
prospectus is provided in the sections "Selling Stockholders" and "Plan of
Distribution" in this prospectus. CCCI will not receive any of the proceeds from
the sale of the Shares under this prospectus.

Our Common Stock trades on the Over-the-Counter Bulletin Board (the
"OTCBB") under the trading symbol "CCCI." On December 1, 2003, the closing bid
for our Common Stock as reported on the OTCBB was $1.26 per share. As of
November 30, 2003, there were approximately 72,164,760 shares of Common Stock
outstanding.

AN INVESTMENT IN THE SHARES INVOLVES RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the securities or determined that this
prospectus is complete or accurate. Any representation to the contrary is a
criminal offense.

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The date of this Prospectus is December , 2003

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TABLE OF CONTENTS

CORPORATE INFORMATION.........................................................1

PROSPECTUS SUMMARY............................................................1

RISK FACTORS..................................................................4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION...................10

USE OF PROCEEDS..............................................................11

SELLING STOCKHOLDERS.........................................................11

PLAN OF DISTRIBUTION.........................................................12

BUSINESS.....................................................................15

DESCRIPTION OF PROPERTY......................................................29

MANAGEMENT...................................................................29

EXECUTIVE COMPENSATION.......................................................31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............35

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................37

DESCRIPTION OF SECURITIES....................................................38

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....................40

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS...................41

LEGAL PROCEEDINGS............................................................47

EXPERTS......................................................................47

LEGAL MATTERS................................................................47

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

CORPORATE INFORMATION

Our corporate office is located at Suite 805, One Pacific Place, 88
Queensway, Hong Kong. Our telephone number at that location is (852) 2591-1221.

PROSPECTUS SUMMARY

Because the following is a summary, it may not contain all of the
information that is important to you. To understand this offering fully, you
should read this entire prospectus and our financial statements and related
notes carefully. Unless the context requires otherwise, "we," "us," "our" and
similar terms refer to CCCI and its subsidiaries.

The Offering
------------

This offering relates to the sale of Common Stock by certain persons who
are, or are beneficially deemed to be, stockholders of the Company. The selling
shareholders intend to sell a maximum of 3,696,552 shares of the Company's
Common Stock, 18,391 shares of which are restricted shares of Common Stock, and
the remainder of which are issuable upon conversion by the selling shareholders
of the Company's 8% Convertible Preferred Stock, par value $.0001 per share (the
"Preferred Stock") and/or issuable upon exercise by the selling shareholders of
five-year warrants to purchase the Company's Common Stock at a price per share
of $2.18 (the "Warrants").

Common Stock Offered: 3,696,552 shares

Common Stock Offering Price: Market price

Common Stock Outstanding
Before The Offering: 72,164,760

Common Stock Outstanding
After The Offering: 75,842,921*

Use Of Proceeds: We will not receive proceeds from
the Shares offered by the selling
stockholders.

Risk Factors: The securities offered hereby
involve a high degree of risk. See
"Risk Factors" at page 4.
Over-The-Counter Bulletin Board
Symbol: CCCI

- -----------------
* Assuming 100% conversion of the Preferred Stock and exercise of the Warrants.

The Company
-----------

The Company was incorporated in the State of Delaware on November 27, 1984.
Prior to May 1993, the Company was principally engaged in the business of
developing, financing and producing motion pictures for distribution. From May
1993 to February 28, 2003, however, the Company had no business operations and
sought other business opportunities.

Pursuant to a Share Exchange Agreement dated as of November 1, 2002, as
amended on February 21, 2003, between the Company and Martin Rifkin and William
Rifkin on the one hand; and Kingston Global Co., Ltd. ("Kingston") and Sino
Concept Enterprises Limited (collectively the "Sellers"); and Solar Touch
Limited ("Solar Touch"), on the other hand, on February 28, 2003 (the "Closing
Date"), the Company acquired (the "Acquisition") from Kingston all of the issued
and outstanding equity interests of Solar Touch (the "Solar Touch Shares"). As
consideration for the Solar Touch Shares, the Company issued 49,567,002 shares
of its Common Stock to the Sellers. In addition to the Common Stock issued to
the Sellers, the Company issued 4,760,931 shares to the Sellers' financial
consultants. The consideration for the Acquisition was determined through
arms-length negotiations between the management of the Company and the Sellers.
As a result of the Acquisition, the Company continued the operations of Solar
Touch.

Solar Touch was incorporated in the British Virgin Islands on April 26,
1999. Solar Touch owns 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 Solar Touch 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 Joint Venture was issued for the operation of the Joint Venture.

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 would remain the same. On February 24,
2000, the Management Commission of the Baoding Hi-Tech Industrial 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.

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 also
believes that it is the first and only approved joint venture which involves a
foreign investor investing in and operating a cable television network in the
PRC.

As of October 22, 2003, the Joint Venture offers thirty-nine (39) channels
within the Baoding 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. In
addition to its cable television transmission services, the Joint Venture also
offers Internet access. The Joint Venture expects that it will be able to offer
value added services such as broadband Internet access, virtual private network
and bulk data transmission services by the end of 2003. The Joint Venture
currently generates revenue by charging a one-off installation fee ranging from
RMB340 (approximately $41) to RMB600 (approximately $73) and a monthly
subscription fee of RMB13 (approximately $1.60) to household customers and
enterprises.

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

Summary Financial Information
-----------------------------

The following table summarizes our financial information. You should read
this information together with the financial statements and notes to the
financial statements appearing elsewhere in this prospectus. See also, "Plan of
Operations."

Nine Months Ended For the Year Solar Touch Summary
September 30, 2003 Ended For The Year Ended
(unaudited) October 31, 2002* December 31, 2002
----------- ----------------- --------------------
Statement of Operations Information:

Total Revenue $ -0- $ -0- $ -0-
Net Operating Loss ($3,869,695) ($2,359) $ -0-
Net Income (Loss) ($7,463,715) ($2,359) $645,447
Net Income (Loss) per Common Share
- Basic and Diluted ($0.12) $-0- $0.01
Weighted Average Common Shares
Outstanding - Basic 62,844,683 6,037,000 49,567,002**
- Diluted 62,895,207 -0- -0-

Solar Touch Summary
September 30, 2003 For The Year Ended
(unaudited) October 31, 2002* December 31, 2002
------------- ----------------- -------------------
Balance Sheet Information:
Cash $3,911,399 $2,419 $ -0-
Working Capital $6,830,892** ($17,905) $ -0-
Total Assets $14,718,644 $2,419 $7,239,328
Total Stockholders' Equity (Deficiency) $14,225,402 ($17,905) $7,218,860

* Effective May 10, 2003, we changed our fiscal year end from October 31 to
December 31.

** The number of weighted average shares outstanding at December 31, 2002 is
the amount of shares issued for the reverse merger and is for comparative
pusposes only.

RISK FACTORS

You should carefully consider the risks described below before making an
investment in 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.

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. We do not have any control over the operations of
the Joint Venture as our Joint Venture partner owns 51% of the Joint Venture and
to the extent that our Joint Venture partner has objectives that are different
than ours, we may have difficulty executing our business plan. For example, our
Joint Venture partner may:

o have economic or business interests or goals that are inconsistent
with our Company;

o take actions contrary to our instructions or requests, or contrary to
our policies or objectives, with respect to business development or
investment;

o be unable or unwilling to fulfill their obligations under the JV
Agreement; or

o experience financial difficulties.

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 perform as we expect.

On September 10, 2003, the Company announced its intention to acquire 50%
of Beijing Haidian Cable Television Network Information Co. Ltd. ("Haidian Cable
TV") from The Stone Group, the largest shareholder of SINA Corporation. In
deciding to pursue this acquisition, we made assumptions regarding the expected
future performance of this company. If the acquired company is not able to
achieve the financial results we expect or if we are unable to successfully
integrate our business into its existing operations, our financial performance
may be adversely affected.

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 October 28, 2003, Kingston Global Co., Ltd. ("Kingston") owned
approximately 67.67% of our Company's issued Common Stock. Kingston is a wholly
owned subsidiary of China Convergent Corporation Limited ("CCCL"), which in turn
is approximately 50% owned through Best Fortune Capital, Limited ("BFCL"). Mr.
Da-Xing Zhang, a Director of the Company and Chairman of the Board of Directors
of CCCL, owns 100% of BFCL. As a result, Mr. Da-Xing Zhang can exercise
substantial influence over our affairs.

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, seven out of eight 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.

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.

The PRC 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 PRC
government. In addition, the PRC 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 PRC 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.

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 Joint Venture in
China.

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

The PRC 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 PRC
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 the PRC 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 The Offering

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 prices and our ability to raise funds in new stock offerings.

Sales of our Common Stock in the public market following this offering
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.

The price you pay in this offering for Common Stock will fluctuate and may be
higher or lower than the prices paid by other people participating in this
offering.

The price per share of Common Stock in this offering will fluctuate based
on the prevailing market price of the Common Stock on the Over-the-Counter
Bulletin Board. Accordingly, the price you pay in this offering may be higher or
lower than the prices paid by other people participating in this offering.

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
being registered hereby. 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.

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION

Under the Private Securities Litigation Reform Act of 1995, companies are
provided with a "safe harbor" for making forward-looking statements about the
potential risks and rewards of their strategies. Forward-looking statements
often include the words "believe," "expect," "anticipate," "intend," "plan,"
"estimate" or similar expressions. In this prospectus, forward-looking
statements also include:

o statements about our business plans;

o statements about the potential for the development, regulatory
approval and public acceptance of new services;

o estimates of future financial performance;

o predictions of national or international economic, political or market
conditions;

o statements regarding other factors that could affect our future
operations or financial position; and

o other statements that are not matters of historical fact.

These statements may be found under "Management's Discussion and Analysis
or Plan of Operations" and "Description of Business" as well as in this
prospectus generally. Our ability to achieve our goals depends on many known and
unknown risks and uncertainties, including changes in general economic and
business conditions. These factors could cause our actual performance and
results to differ materially from those described or implied in forward-looking
statements.

These forward-looking statements speak only as of the date of this
prospectus. We believe it is in the best interests of our investors to use
forward-looking statements in discussing future events. However, we are not
required to, and you should not rely on us to, revise or update these statements
or any factors that may affect actual results, whether as a result of new
information, future events or otherwise.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Shares offered
hereby.

SELLING STOCKHOLDERS

The following table sets forth certain information concerning the resale of
the shares of Common Stock by the selling stockholders. Unless otherwise
described below, to our knowledge, no selling stockholder nor any of its
affiliates has held any position or office with, been employed by, or otherwise
has had any material relationship with us or our affiliates during the three
years prior to the date of this prospectus. Each selling stockholder has
confirmed to us that it is not a broker-dealer or affiliate of a broker-dealer
within the meaning of Rule 405 of the Securities Act, as amended.

Selling stockholders may offer all or some portion of the Shares they hold,
and those selling stockholders holding shares of Preferred Stock or Warrants may
determine to convert or exercise only a portion of the Preferred Stock or
Warrants, or none at all. Accordingly, no estimate can be given as to the amount
or percentage of our Shares that will be held by the selling stockholders upon
termination of sales pursuant to this prospectus. In addition, the selling
stockholders identified below may have sold, transferred or disposed of all or a
portion of their Shares since the date on which they provided the information
regarding their holdings in transactions exempt from the registration
requirements of the Securities Act.

As of November 30, 2003, there were: approximately 72,164,760 shares of our
Common Stock outstanding, 2,758,621 shares of our Preferred Stock outstanding,
each share currently convertible into one share of Common Stock; and Warrants to
purchase 919,540 shares of Common Stock outstanding at a price per share of
$2.18. In compliance with the SEC rules, for purposes of calculating the
percentage of Common Stock outstanding, any securities not outstanding which are
subject to options, warrants or conversion privileges are deemed outstanding for
the purposes of computing the percentage of outstanding securities owned by the
selling stockholder. Beneficial ownership includes shares of outstanding Common
Stock and shares of Common Stock that a person has the right to acquire within
60 days from October 28, 2003. Unless otherwise indicated, the selling
stockholders have the sole power to direct the voting and investment over the
Shares owned by them. We will not receive any proceeds from the resale of the
Shares by the selling stockholders.

Ownership of Common Stock
Prior to the Offering
---------------------

Percentage of Percentage of
Ownership of Number of Ownership of Ownership of
Common Stock Shares Common Stock Common Stock
Name of Selling Number of Before the Offered After the After the
Stockholder Shares Offering Hereby Offering Offering
- ------------------ ------------- ------------- ------------ ------------ -------------

Gryphon Master 3,586,207 (1) 4.73% 3,586,207 0 0
Fund, L.P. (1)

Trenchant Capital 110,345 (2) 0.15% 110,345 0 0
LTD (2)
------------- ------------- ------------ ------------ -------------

Total 3,696,552 4.88% 3,696,552 0 0

(1) Gryphon Master Fund, L.P. ("Gryphon") owns 2,758,621 shares of Preferred
Stock, each share currently convertible into one share of Common Stock, and
owns Warrants to purchase 827,586 shares of Common Stock at an exercise
price per share of $2.18 until September 25, 2008.

(2) Trenchant Capital LTD. ("Trenchant") owns 18,391 shares of Common Stock
and Warrants to purchase 91,954 shares of Common Stock at a price per share
of $2.18 until September 25, 2008.

PLAN OF DISTRIBUTION

We are registering the transfer of shares of Common Stock on behalf of the
selling stockholders. The shares of Common Stock may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at prices related to the prevailing market prices, at varying prices determined
at the time of sale, or at negotiated prices. These sales may be effected at
various times in one or more of the following transactions, or in other kinds of
transactions:

o transactions on any national securities exchange or U.S. inter-dealer
system of a registered national securities association on which the
Common Stock may be listed or quoted at the time of sale;

o in the over-the-counter market;

o in private transactions and transactions otherwise than on these
exchanges or systems or in the over-the-counter market;

o in connection with short sales of the shares;

o by pledge to secure or in payment of debt and other obligations;

o through the writing of options, whether the options are listed on an
options exchange or otherwise;

o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions
in standardized or over-the-counter options; or

o through a combination of any of the above transactions.

The selling stockholders and their successors, including their respective
transferees, pledgees or donees or their successors, may sell the Shares
directly to the purchaser or through underwriters, broker-dealers or agents, who
may receive compensation in the form of discounts, concessions or commissions
from the selling stockholder or the purchaser. These discounts, concessions or
commissions as to any particular underwriter, broker-dealer or agent may be in
excess of those customary in the types of transactions involved.

In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 ("Rule 144") of the Securities Act of 1933, as amended
(the "Securities Act"), may be sold under Rule 144 rather than pursuant to this
prospectus.

We entered into a registration rights agreement for the benefit of the
selling stockholders to register the Shares under applicable federal and state
securities laws. The registration rights agreement provides for
cross-indemnification of the selling stockholders and us and our respective
directors, officers and controlling persons against specific liabilities in
connection with the offer and sale of the Shares, including liabilities under
the Securities Act. We will pay substantially all of the expenses incurred by
the selling stockholders incident to the offering and sale of the Shares.

The Securities and Exchange Commission has rules that regulate
broker-dealer practices in connection with transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in that security is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for our
Common Stock. As a result of these rules, a selling security holder may find it
difficult to sell its Shares.

Underwriter Status

The selling stockholders and any broker-dealers or agents that are involved
in selling or distributing the Shares may be considered to be "underwriters"
within the meaning of the Securities Act for such sales and distribution. An
underwriter is a person who has purchased shares from an issuer with a view
towards distributing the shares to the public. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
Shares purchased by them may be considered to be underwriting commissions or
discounts under the Securities Act.

Because a selling stockholder may be deemed to be an "underwriter" within
the meaning of Section 2(11) of the Securities Act, the selling stockholders
will be subject to the prospectus delivery requirements of the Securities Act.
We have informed the selling stockholders that the anti-manipulative provisions
of Regulation M promulgated under the Securities Exchange Act of 1934 may apply
to their sales in the market.

We are required to pay all fees and expenses incident to the registration
of the Shares in this offering. However, we will not pay any commissions or any
other fees in connection with the resale or distribution of the Shares in this
offering.

When the selling stockholders notify us that a material arrangement has
been entered into with a broker-dealer for the sale of Shares through a block
trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed,
if required, pursuant to Rule 424(b) under the Securities Act, disclosing:

o the name of the selling stockholder and of the participating
broker-dealers,

o the number of Shares involved,

o the price at which the Shares were sold,

o the commissions paid or discounts or concessions allowed to the
broker-dealers, where applicable,

o that the broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, and

o other facts material to the transaction

The selling stockholders will be indemnified by us against certain claims,
damages and liabilities, including liabilities under the Securities Act in
connection with the resale or distribution of the Shares, or will be entitled to
contribution in connection therewith. We will be indemnified by the selling
stockholders to a limited extent against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act in connection with
the resale or distribution of the Shares or will be entitled to contribution in
connection therewith.

In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Shares may not be sold unless they have been registered or qualified for sale or
an exemption from registration or qualification requirements is available and is
complied with.

BUSINESS

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.

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 seven members,
three of whom were appointed by the Company. Pursuant to the JV Agreement, Solar
Touch has the right to appoint three of the seven members of the Board of the
Joint Venture. Through those three appointed directors, the Company has been
able to exert a significant influence over the Joint Venture. As a foreign
investor, the Company has been taking an active role in introducing the Joint
Venture to new technologies as well as to television programs that aim to assist
in the expansion of its cable operations.

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 at an advantageous position 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 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. For information on one such planned
acquisition, see below, "--Haidian Cable Acquisition," at page 23.

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

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 Peach.

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,
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.

Set up 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 Cable TV Market
as of June, 2001
---------------------------------
Service Units
------- -----
Cable TV households 94
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
---------------------------
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)

Cable 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 October 22, 2003, 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, headends 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. Headends, 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 also owns or leases parcels of
real property for signal reception sites (antenna towers and headends), and
microwave facilities.

High-Speed Internet Services

The Joint Venture also provides high speed Internet access to its
subscribers. Cable subscribers can 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 RMB88 or approximately $11.

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 theaters;

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 to raise funds from foreign investors for purpose of its
business expansion.

Competition - High-Speed Internet Services

The Joint Venture is currently offering high-speed Internet services to
subscribers. 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 24-hour customer services to subscribers; provide superior technical
performance and increase its current product and service offering.

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 Joint Venture is in the process of
developing a Cable Broadband System ("CBS"), which is a personalized integrated
business system developed to fully utilize cable television coverage and
bandwidth. The Company anticipates that it will be able to offer broadband
Internet access services, virtual private network and bulk data transmission
services by the end of 2003.

CBS provides diversified and high-density visual content. CBS consists of
the following:

1. Platform for program transmission, transaction and management;

2. Front-end platform that combines digital television, Internet access,
voice over internet protocol ("VOIP") and digital broadcasting;

o Analog audio-visual transmission system;

o Digital audio-visual transmission system; and

o Transmission of IP digital items (including visual images).

3. Terminal products that combine digital television, Internet access,
VOIP and digital broadcasting. Not only does CBS combine digital
television, VOIP and IP data (Internet access), a terminal product
tailor-made for cable television network, it also fits the "fusion of
three networks" requirement brought forward SARFT. "Three networks"
refer to Internet, fixed line telephone network and cable television
network, including one-way or two-way coaxial cable network or HFC
networks.

There are ten products under six models of the CBS system:

Model I - Full-configured network computer, equipped with display
terminal, built-in 3-in-1 board card, compatible with both one-way and
bi-directional HFC networks.

Model II - Partially-configured network computer, display terminal,
built-in 3-in-1 board card, compatible with both one-way and
bi-directional HFC networks but lacks the ping function of Model I.

Model III - Internal model for computer and the external model for
computers. When used with a computer, it can cover HFC bi-directional
network area.

Model IV: - Internal model for computer and the external model for
computer. When used with a computer, it can cover HFC one-way network
area.

Model V: -- External model for television and the internal model for
television, which is available in a two-way network area.

Model VI - External model for television and the internal model for
television, which is available in one-way network area.

Features of CBS terminal:

1. Digitalization

2. Modularization

3. Open structure

4. Terminal equipment exclusive for cable television, or CATV

5. Software upgrading

6. Strong operation and processing capability

7. Compatible with current analog system

Services CBS can provide:

1. Digital audio-visual broadcasting. Digital television is free of sound
pollution and double images but sharp in vivid colors.

2. Diversified broadcasting besides visual digitalization.

3. Interactive TV shopping, games and distance learning.

4. High-fidelity digital audio programs.

5. Video-on-Demand (VOD) - Subscribers can enjoy real-time VOD or
advanced booking of their favorite AV programs such as integrated
channel (news, entertainment and people), soap operas, movies and
specialty programming.

6. One-way Area Internet Transmission - Subscribers of one-way CBS can
also experience CBS through the joint-ventures website. In order to
eliminate the bottleneck of Internet transmission problems confronted
by the subscribers, the Joint Venture has adopted local storage and
high-speed broadcasting.

7. ePrograms Guide - eProgram Guide, or "EPG," helps subscribers look up
their favorite programs on the television screen. The guide gives a
synopsis of a movie so that the subscribers can make their decision
more easily.

8. High Speed Digital Broadcasting - CBS makes the reception of vast
amount of digital information possible, including real-time stock
quotes, stock market watch, the weather forecast, flight schedules,
eCommerce and e-maps. Subscribers can easily search information with
the assistance of EPG.

9. Internet Access -High speed Internet enables access to inquiries,
e-mailing and ICQ.

10. Condition Acceptance System - The 3-layer encryption and scrambling
technology is used for subscriber terminal management and fee
calculation. Fees are calculated based on time, frequency, columns,
and channels or on a monthly basis.

Services available with the technology development and terminal
improvement:

1. VOIP

2. Direct video retrieval

3. Multi-page browsing

4. Processor of higher speed with more memory space for new games

5. Support HDTV broadcasting

CBS will effectively allow the Joint Venture as a cable operator to move
into the broadband Internet. With over 80% urban penetration, China's cable TV
market is the largest in the world. The market for gaming, distance education,
and the broadband Internet is strong and growing fast. The cable networks offer
a much cheaper alternative to the current system of Internet services delivered
via telephone lines.

Upon completion of the development of CBS, we believe that the number of
subscribers for the services of the Joint Venture will increase. In addition,
because payments in excess of the standard monthly subscription fees will be
charged for those value-added services newly offered by CBS, the Joint Venture's
revenue base should also increase.

When CBS is deployed and commercially launched, the Company believes that
it will be the first foreign investor to have investment in a cable network that
will offer broadband Internet-related services in China.

Haidian Cable Acquisition

On September 10, 2003, the Company announced that it had agreed to acquire
50% of Beijing Haidian Cable Television Network Information Co. Ltd. ("Haidian
Cable TV") from The Stone Group, the largest shareholder of SINA Corporation
("SINA"). The transaction has not been finalized but the value of the purchase
is anticipated to be approximately $20,000,000 USD and will be paid for in
Common Stock of CCCI. The Common Stock is expected to be issued at a price of $2
per share, which was the six-day closing average on the day the agreement was
signed.

The closing of the transaction, which is subject to final due diligence by
CCCI and of which there can be no assurance, is contemplated to occur by the end
of November 2003. It is anticipated not only to provide significant new
revenues, but may also allow CCCI to work closer with SINA and its team on
future developments.

Haidian Cable TV owns the development, operational and management rights in
the broadband cable television network located in the Haidian District in
Beijing City, a district of culture and education recognized throughout the
country, with the most extensive cultural resources in the entire nation and
with a population size of 1.57 million permanent residents. With a subscriber
base of over 460,000, including 5,000 Internet users, Haidian Cable TV is
currently in the process of completing the last mile upgrade with CAT5 fiber
optics for up to 70,000 broadband subscribers. Recently, Haidian Cable TV
entered into a joint venture with Beijing Chaoyang District Radio and Television
Bureau to develop and provide for broadband interactive TV service to Beijing
Chaoyang District's 520,000 broadband services subscribers. Haidian Cable TV is
responsible for upgrading the last mile digital broadband fiber optics to the
one million potential subscribers in both the Haidian and Chaoyang District.
Haidian Cable TV is also responsible for providing the content from Haidian
Online (www.hdcatv.com) and Broadcast Online (www.bjonl.com), providing the
transmission platform as well as the technological support to the joint venture.

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
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 Cable Television Administration Provisions were issued by the Chinese
government. These specifically deal with cable television stations.

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

Internet

The Internet industry is regulated by the MII in the same manner that the
MII regulates the telecommunications industry generally. 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. The company 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.

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") pursuant to a
notice from the Bureau dated October 8, 2002 which provided the Joint Venture
with an exemption from income tax for two years starting from 2001.

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 those 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.

The Chinese Legal System

The practical effect of the People's Republic of China 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 People's Republic of China
accounting laws mandate certain accounting practices, which are not consistent
with US Generally Accepted Accounting Principles. The China accounting laws
require that an annual "statutory audit" be performed in accordance with
People's Republic of China 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 designate 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 subsidiary of a Chinese state-owned enterprise. Therefore,
as a practical matter, although no assurances can be given, 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.

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.

Employees

At November 30, 2003, the Company had no full-time employees. Two full-time
employees of CCCL work for the Company at the direction of CCCL. The salaries of
these employees are paid by CCCL, which owns 100% of the stock of Kingston,
which in turn beneficially owns approximately 67.67% of the Company's Common
Stock.

Available Information

We have filed a registration statement under the Securities Act with
respect to the securities offered hereby with the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. This prospectus, which is part of the registration
statement, does not contain all of the information contained in the registration
statement and the exhibits and schedules thereto, certain items of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the securities offered
hereby, reference is made to the registration statement, including all exhibits
and schedules thereto, which may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. You may obtain information on the operation of the
public reference facilities by calling the Commission at 1-800-SEC-0330.
Statements contained in this prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or document filed as an exhibit to the
registration statement, each such statement being qualified in its entirety by
such reference. We will provide, without charge upon oral or written request of
any person, a copy of any information incorporated by reference herein. Such
request should be directed to us at Suite 805, One Pacific Place, 88 Queensway,
Hong Kong, Attn: Mr. Raymond Kwan. We regularly file reports and other
information with the Commission. All of such reports and other information may
be inspected and copies at the Commission's public reference facilities
described above. The Commission maintains a web site that contains reports,
proxy and information statements and other information regarding issuers that
file electronically with the Commission. The address of such web site is
http://www.sec.gov. In addition, we make available to our shareholders annual
reports, including audited financial statements, unaudited quarterly reports and
such other reports as we may determine.

DESCRIPTION OF PROPERTY

Our headquarters are located in a facility that is approximately 1,500
square feet located in Suite 805, One Pacific Place, 88 Queensway, Hong Kong and
is shared with CCCL. The monthly lease payments are paid by CCCL, which is the
100% owner of Kingston, which in turn beneficially owns approximately 67.67% of
the company's Common Stock.

MANAGEMENT

The following table and text set forth the names and ages of all directors
and executive officers of the Company as of November 30, 2003. 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 Director's 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.

Name Age Position(s)
---- --- -----------

Raymond Ying-Wai Kwan, 39 Chief Executive Officer, Director

Yau-Sing Tang 41 President, Chief Financial Officer

Jun-Tang Zhao 39 Director*

George Raney 43 Director, Senior Vice President of
Corporate Development

Da-Xing Zhang 46 Deputy Chairman of the Board

Kai-Jun Yang 46 Chairman of the Board

Hong-Tao Li 34 Director, Chief Operating Officer,
Vice President of Project Development

Yong-Xiang Chen 35 Director

*On October 15, 2003, Mr. Jun-Tang Zhao was removed as a director of the Company
by a written consent of shareholders, signed by a shareholder owning a majority
of the issued and outstanding voting stock of the Company. On November 21, 2003,
the Company began mailing a Definitive Information Statement on Schedule 14C to
shareholders regarding the removal of Mr. Zhao. Effective twenty days after the
mailing, or December 11, 2003, Mr. Jun-Tang Zhao will no longer serve as a
director of the Company.

Biographies of Directors and Executive Officers:

Raymond Ying-Wai Kwan joined the Board of Directors in February 2003, and
assumed the post of Chief Executive Officer shortly thereafter. Since 2002, Mr.
Kwan has served as Chairman and Chief Executive Officer of Solar City Ltd. From
2001 to 2002, Mr. Kwan served as General Manager of INTEGER Hong Kong Pavilion
Ltd. and from 1997-2001, Mr. Kwan served in varioius executive posts in CIL
Holdings Ltd., a listed company in the Hong Kong Stock Exchange. Mr. Kwan has
over 16 years of experience in strategic planning. He is a summa cum laude
graduate of Regis University in Denver, Colorado, United States with degrees in
Accounting and Mathematics. He is also the non-executive director of CCCL, which
is listed on the Australian Stock Exchange.

Yau-Sing Tang joined the Board of Directors in February 2003, and assumed
the post of Chief Financial Officer and Chairman of the Board of Directors
shortly thereafter. Mr. Tang served as Chairman of the Board until October,
2003, when he assumed the position of President of the Company. Since January
2002, Mr. Tang has 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 17 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
fellow member of both the Hong Kong Society of 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. He is
also the Chief Executive Officer and Executive Director of CCCL.

Jun-Tang Zhao joined the Board of Directors in February 2003. Since January
2002, Mr. Zhao has served as Executive Director of CCCL. Prior to that, Mr. Zhao
served as a bank manager of Guangdong Development Bank in the PRC. Mr. Zhao has
over 10 years of experience in finance, management, corporate and international
banking businesses in the PRC. He is a certified public accountant in the PRC
and graduated from the Central Television University in the PRC, majoring in
financial accounting. As described above, on October 15, 2003, Mr. Jun-Tang Zhao
was removed as director of the Company by a written consent of shareholders,
signed by a shareholder owning a majority of the Company's issued and
outstanding voting stock of the Company. On November 21, 2003, the Company began
mailing a Definitive Information Statement on Schedule 14C to shareholders
regarding the removal of Mr. Zhao. Effective twenty days after the mailing, or
December 11, 2003, Mr. Jun-Tang Zhao will no longer serve as a director of the
Company.

George Raney joined the Board of Directors in February 2003 and became
Senior Vice President of Corporate Development in 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 10 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 The Ohio State University.

Da-Xing Zhang joined the Board of Directors in October 2003 as Deputy
Chairman of the Board and is the beneficial owner of approximately 50% of the
outstanding common stock of China Convergent Corporation Limited ("CCCL"), a
Bermuda corporation listed on the Australian Stock Exchange. Since 1999, Mr.
Zhang has served as Executive Director of CCCL. In January 2002, Mr. Zhang
became the 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. CCCL is the beneficial owner of a majority of the
outstanding shares of the common stock of the Company. Mr. Da-Xing Zhang also is
the Chairman of the Board of Directors of CCCL and has over 20 years of
experience in business administration in the PRC.

Kai-Jun Yang joined the Board of Directors in October 2003 as Chairman of
the Board and has over 25 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 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. He is also a member of the Board of Directors
of CCCL.

Hong-Tao Li joined the Board of Directors and was appointed Chief Operating
Officer and Vice President of Project Development in October 2003 and has over
12 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 and a member of the Board of Directors of CCCL.

Yong-Xiang Chen joined the Board of Directors in October 2003 and has over
13 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.

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

The Company currently does not have an audit committee; therefore, the
Company has not made a determination of whether there is a financial expert on
such a committee.

EXECUTIVE COMPENSATION

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 chief executive officer. No other executive officer received compensation
in excess of $100,000 during the year ended October 31, 2002:

Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
------------------- ---------- ------------------
Restricted
Name and Other Annual Stock Options/ LTIP All Other
Principal Position Year Salary Bonus ($) Compensation Awards SARs Payout Compensation
- ------------------ ---- ------ --------- ------------ ------ ---- ------ ------------

Raymond Ying-Wai Kwan 2002 0 0 0 0 0 0 0
(1), CEO

Raymond Ying-Wai Kwan, 2001 0 0 0 0 0 0 0
CEO

Raymond Ying-Wai Kwan, 2000 0 0 0 0 0 0 0
CEO

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

(1) Mr. Kwan was appointed CEO in February 2003.

Board Of Directors

Raymond Ying-Wai Kwan is the CEO and a Director of the Company. Mr. Kwan
and the Company entered into a Director's Compensation Agreement dated February
28, 2003 pursuant to which Mr. Kwan will receive 12,000 shares of Common Stock
per month for serving as a Director. The Director's Compensation Agreement
terminates upon the earlier of February 28, 2005 or the date on which Mr. Kwan
no longer serves as a Director.

Yau-sing Tang is the Chief Financial Officer and the President of the
Company. Mr. Tang and the Company entered into a Director's Compensation
Agreement dated February 28, 2003 pursuant to which Mr. Tang will receive 30,000
shares of Common Stock per month for serving as a Director. The Director's
Compensation Agreement terminates upon the earlier of February 28, 2005 or the
date on which Mr. Tang no longer serves as a Director.

George Raney is a Director of the Company and Senior Vice President of
Corporate Development. Mr. Raney and the Company entered into a Director's
Compensation Agreement dated February 28, 2003 pursuant to which Mr. Raney will
receive 7,000 shares of Common Stock per month for serving as a Director. The
Director's Compensation Agreement terminates upon the earlier of February 28,
2005 or the date on which Mr. Tang no longer serves as a Director.

Jun-Tang Zhao is a Director of the Company. Mr. Zhao and the Company
entered into a Director's Compensation Agreement dated August 8, 2003 pursuant
to which Mr. Zhao received a lump sum of 1,000,000 shares of Common Stock for
serving as a Director for two years starting from February 28, 2003 and ending
on February 28, 2005. As described above, on October 15, 2003, Mr. Jun-Tang Zhao
was removed as director of the Company by a written consent of shareholders,
signed by a shareholder owning a majority of the Company's issued and
outstanding voting stock of the Company. On November 21, 2003, the Company began
mailing a Definitive Information Statement on Schedule 14C to shareholders
regarding the removal of Mr. Zhao. Effective twenty days after the mailing, or
December 11, 2003, Mr. Jun-Tang Zhao will no longer serve as a director of the
Company.

The Company has not entered into Director's Compensation Agreements with
Da-Xing Zhang, Kai-Jun Yang, Hong-Tao Li and Yong-Xiang Chen at this time.

To date, we issued a total of 1,392,000 shares to the current directors
pursuant to these compensation arrangements.

Employment Agreements

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

Consulting Agreements

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 hereto.

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.
On May 3, 2003, the Company entered into a one-year consulting agreement with
Mr. Patrick J. 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. On May 30, 2003, the Company entered into a one-year consulting
agreement with Mr. Rong-song Ni. The services to be rendered by Mr. Ni 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 by Mr. Ni, 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.

On June 26, 2003, the Company entered into a one-month consulting agreement
with Jason M. Genet, who is primarily focused on identification of potential
merger and acquisition activities and strategic partnership. As consideration
for the services rendered, the Company issued 75,000 shares of Common Stock.

For the three months and six months ended June 30, 2003, the Company
expensed $945,484 and $1,191,465, respectively associated with these agreements
and recorded deferred consulting fees of $3,701,562 at June 30, 2003.

During July 2003, the Company entered into one-year consulting agreements
with Mr. Chiu-wing Chiu and Mr. Wai Tam. The services to be rendered include
identifying sources for the acquisition of 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 to Mr. Chiu and Mr. Tam respectively.

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 common stock only. On October 6, 2003, the Company cancelled
the 5,000 shares of common stock and paid the outstanding fees payable to
Friedland in cash.

On September 2, 2003, the Company entered into a one-year consulting
agreement with Jason M. Genet, who is primarily focused on identification of
potential merger and acquisition activities and strategic partnerships. As
consideration for services rendered, the Company issued 65,000 shares of Common
Stock to Mr. Genet.

Stock Option Plans

On May 23, 2003, we 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. As of October 22, 2003, 5,271,000 shares of
Common Stock had been issued under the Plan.

The following summary describes the material features of the Plan. All
terms not otherwise defined shall have the meaning ascribed to them in Plan
which is incorporated herein by reference to Exhibit 10.1 of the Form S-8 filed
with the Securities and Exchange Commission on June 10, 2003.

Purpose

The purpose of the Plan is to promote the long-term success of CCCI by
attracting, motivating and retaining directors, officers and key employees and
consultants of CCCI and its affiliates (the "Participants") through the use of
competitive long-term incentives which are tied to shareholder value. The Plan
seeks to balance Participants' and shareholder interests by providing incentives
to the Participants in the form of stock options, which offer rewards for
achieving the long-term strategic and financial objectives of CCCI.

Common Stock Available

Subject to adjustment as described below, the maximum number of shares of
Common Stock, which may be awarded under the Plan, may not exceed an aggregate
of 10,000,000 shares over the life of the Plan. The Plan provides for equitable
adjustment of the number of shares subject to the Plan and the number of shares
of each subsequent award of stock thereunder and of the unexercised portion of
the stock option award described below in the event of a change in the
capitalization of CCCI due to a stock split, stock dividend recapitalization,
merger or similar event.

Eligibility

Awards may be made, at the discretion of the Board of Directors or duly
appointed committee thereof, to employees and independent contractors, including
consultants, advisors and directors, of CCCI. Incentive stock options ("ISOs")
may only be granted to employees of CCCI and its affiliates. Any person holding
capital stock of CCCI or any affiliate possessing more than 10% of the total
combined voting power of all classes of capital stock of CCCI or any affiliate
will not be eligible to receive ISOs unless the exercise price per share is at
least 110% of the fair market value of the stock on the date the option is
granted.

Administration

The authority to control and manage the operation and administration of the
Plan is vested in the Board of Directors or a duly appointed committee thereof.
Members of the committee shall serve at the pleasure of the Board of Directors.
The committee may from time to time determine which officers, directors and key
employees and consultants of CCCI and its affiliates may be granted options
under the Plan, the terms thereof (including, without limitation, determining
whether the option is an ISO and the times at which the option shall become
exercisable), and the number of shares for which an option or options may be
granted. If rights of CCCI to repurchase stock are imposed, the Board of
Directors or the committee may, in its sole discretion, accelerate, in whole or
in part, the time for lapsing of any rights of CCCI to repurchase shares or
forfeiture restrictions. The Board of Directors or the committee has the sole
authority, in its absolute discretion to adopt, amend and rescind such rules and
regulations, consistent with the provisions of the Plan, as, in its opinion, may
be advisable in the administration of the Plan, to construe and interpret the
Plan, the rules and regulations, and the instruments evidencing options granted
under the Plan and to make all other determinations deemed necessary or
advisable for the administration of the Plan. All decisions, determinations and
interpretations of the committee are binding on all option holders under the
Plan.

Performance Shares

The Board may make Performance Share Awards entitling recipients to acquire
shares of Stock upon the attainment of specified performance goals. The Board
may make Performance Share Awards independent of or in connection with the
granting of any other Award under the Plan. The Board in its sole discretion
shall determine the performance goals applicable under each such Award, the
periods during which performance is to be measured, and all other limitations
and conditions applicable to the awarded Performance Shares.

Stock Appreciation Rights

The Board may grant Stock Appreciation Rights entitling recipients on
exercise of the SAR to receive an amount, in cash or Stock or a combination
thereof (such form to be determined by the Board), determined in whole or in
part by reference to appreciation in the Fair Market Value of the Stock between
the date of the Award and the exercise of the Award. A Stock Appreciation Right
shall entitle the Participant to receive, with respect to each share of Stock as
to which the SAR is exercised, the excess of the share's Fair Market Value on
the date of exercise over its Fair Market Value on the date the SAR was granted.

Restricted Stock

The Board may grant Restricted Stock Awards entitling recipients to acquire
shares of Stock, subject to the right of the Company to repurchase all or part
of such shares at their purchase price (or to require forfeiture of such shares
if purchased at no cost) from the recipient in the event that conditions
specified by the Board in the applicable Award are not satisfied prior to the
end of the applicable Restricted Period or Restricted Periods established by the
Board for such Award. Conditions for repurchase (or forfeiture) may be based on
continuing employment or service or achievement of pre-established performance
or other goals and objectives.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

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 November 30, 2003, the Company had a total of approximately
72,169,760 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 November 30, 2003: (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.
Percentage
Ownership of
Total Common Stock
Number Percentage Total Number Percentage and Preferred
of Shares of Ownership of Shares of Ownership of Stock on an
Common of Common Preferred Preferred As-Converted
Name, Address and Title Stock Stock Stock Stock Basis
----------------------- ----- ----- ----- ----- -----

Raymond Ying-Wai Kwan 106,000(1) 0.15%(1) -0- -0- 0.14%(1)
CEO and Director
One Pacific Place
Suite 805
88 Queensway
Hong Kong

Yau-Sing Tang 1,500,000(2) 2.07%(2) -0- -0- 2.00%(2)
President and CFO
One Pacific Place
Suite 805
88 Queensway
Hong Kong

Jun-Tang Zhao 1,000,000 1.39% -0- -0- 1.33%
Director
22nd Floor, Morrison
Commercial Building, 31
Morrison Hill Road, Wanchai,
Hong Kong

George Raney 63,500(3) 0.09%(3) -0- -0- 0.09%(3)
Director and Senior Vice
President of Corporate
Development
8400 Pershing Drive, Playa
Del Rey, California, USA

Da-Xing Zhang 48,835,776(4) 67.67%(4) -0- -0- 65.18%(4)
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 -0- 0% -0- -0- 0%
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

All Directors and Executive 51,505,276(5) 71.08%(5) -0- -0- 68.65%(5)
- ----------------------------
Officers (8 persons)
- --------------------
Other 5% or Greater Owners:

Kingston Global Co., Ltd. 48,835,776(4) 67.67%(4) -0- -0- 65.18%(4)
22/F Morrison Commercial
Building
31 Morrison Hill Road
Wanchai, Hong Kong

Gryphon Master Fund, 3,586,207(6) 4.73%(6) 2,758,621(6) 100% 4.73%(6)
L.P.,
500 Crescent Court
Suite 270
Dallas, TX 75201

Total of All Directors and 55,091,483(7) 72.44%(7) 2,758,621(7) 100% 70.08%(7)
- ---------------------------
Executive Officers and 5% or
- ----------------------------
Greater Owners
- --------------

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

(1) Includes 82,000 shares owned by Mr. Kwan. Also includes 24,000 shares
issuable during the next sixty days pursuant to a Director's 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, until
February, 2005.

(2) Includes 1,440,000 shares owned by Mr. Tang. Also includes 60,000 shares
issuable during the next sixty days pursuant to a Director's 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, until
February, 2005.

(3) Includes 49,500 shares owned by Mr. Raney. Also includes 14,000 shares
issuable during the next sixty days pursuant to a Director's 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, until
February, 2005.

(4) Kingston is a company organized under the laws of the British Virgin
Islands and is a wholly-owned subsidiary of CCCL, a Bermuda corporation
listed on the Australian Stock Exchange. The majority owner of CCCL is Best
Fortune Capital Limited ("BFCL"), a corporation organized under the laws of
the British Virgin Islands. BFCL is beneficially and wholly owned by Mr.
Da-Xing Zhang, Chairman of the Board of Directors of CCCL and a Director of
the Company. As a result, Mr. Da-Xing Zhang 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 4.20% 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 Footnote (1) - (6)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Kingston beneficially owns approximately 67.67% of the outstanding Common
Stock of the Company and is a wholly owned subsidiary of CCCL. CCCL is
approximately 50% owned by Best Fortune Capital Limited ("BFCL"), a corporation
organized under the laws of the British Virgin Islands. BFCL is wholly owned by
Mr. Da-Xing Zhang, a Director of the Company and Chairman of the Board of CCCL.
Mr. Kwan, a director and CEO of the Company, is a non-executive director of
CCCL. Mr. Tang, Chairman of the Board of Directors and CFO of the Company is the
CEO and Executive Director of CCCL. Jun-Tang Zhao is the Deputy Chairman of the
Board of CCCL. Kai-Jun Yang and Hong-Tao Li are also directors of CCCL. Certain
of these directors receive compensation as disclosed above in "--Executive
Compensation."

As described above under "--Description Of Business" and "--Description Of
Property," CCCL pays the salaries of CCCI employees and bears all cost of the
Company's lease.

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 transactions, 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.

DESCRIPTION OF SECURITIES
General

As of the date of this prospectus, our authorized capital stock consists of
100,000,000 shares $.00001 par value, per share of Common Stock of which
approximately 72,164,760 shares are issued and outstanding as of November 30,
2003 and 2,758,621 shares of Preferred Stock all of which are issued and
outstanding as of November 30, 2003.

The following is a description of our securities taken from provisions of
our Certificate of Incorporation and by-laws, each as amended. The following
description is a summary and is qualified in its entirety by the above
referenced provisions of the Certificate of Incorporation and by-laws as
currently in effect.

Common Stock

All shares of Common Stock have one vote and vote together as a single
class. Voting rights are not cumulative, and, therefore, the holders of more
than 50% of the Common Stock could, if they chose to do so, elect all of the
Directors. Upon liquidation, dissolution or winding up, our assets, after the
payment of our liabilities, will be distributed pro rata to the holders of the
Common Stock.

Holders of Common Stock are entitled to share equally in dividends when, as
and if declared by our board of directors, out of funds legally available for
the payment of dividends. We have not paid any cash dividends on the Common
Stock, and it is unlikely that any dividends will be declared in the foreseeable
future.

At October 28, 2003, we had approximately 590 Common Stockholders of record
based on information provided by our transfer agent, Signature Stock Transfer in
Plano, Texas, which does not include approximately 1,908 shareholders holding
shares in street name.

Preferred Stock

The Company has authorized 20,000,000 shares of "blank-check" preferred
stock, of which 2,758,621 shares are designated as 8% Convertible Preferred
Stock (the "Series"). Currently, 2,758,621 shares of the Series are issued and
outstanding. The Series shares are entitled to voting rights on an "as-converted
basis." The Series shares are convertible into Common Stock of the Company, at
the option of the holder, at any time prior to redemption at a conversion price
of $1.45 per share, subject to certain conversion price adjustments. The Series
shares have a liquidation preference over other classes of capital stock, in an
amount of $1.45 (equal to the purchase price per share of the Series shares)
plus an amount equal to the cash value of dividends accrued and unpaid thereon.
The liquidation preference is triggered in the event of the liquidation of the

Company, the merger of the Company with or into another entity (i.e. the Series
holders will have a preference in the cash, securities or other consideration
issued in such merger) or the sale by the Company of all or substantially all of
the Company's business or operating assets.

The Company may redeem any or all of the Series shares at any time after
September 25, 2004 at a price per share of $1.45 plus dividends accrued and
unpaid thereof, if the closing price per share of the Company's Common Stock
exceeds 200% of the conversion price then in effect for any 20 out of 30
consecutive trading days; provided, however, that, prior to the last date on
this registration statement is effective and available for use (pursuant to a
Registration Rights Agreement, see below), this registration statement is
effective and available for use at all time during the period beginning 30 days
prior to the date of the redemption notice and ending on the earlier of the
redemption date or the last date on which this registration statement is
required to remain effective and available for use, and is expected to remain
effective and available for use until the earlier of 30 days following the
redemption date or the last date on which the registration statement is required
to remain effective pursuant to the Registration Rights Agreement.

The Company must redeem all of the Series shares no later than September
25, 2008 at a redemption price per share of $1.45, plus all accrued but unpaid
dividends. In addition, if the closing price of the Company's Common Stock is
equal to or less than $0.70 for a period of 10 consecutive trading days, the
holders of Series shares will have the right to require the Company to redeem
all or any portion of the Series shares at a redemption price, in cash, equal to
$1.67 per share, plus all accrued but unpaid dividends.

Pursuant to a Registration Rights Agreement between the holders of the
Series shares and the Company, the Company agreed to use its best efforts to
keep this registration statement effective until September 25, 2005. Further,
the Company will be required to pay liquidated damages of 2% of the total
purchase price per month during which a registration default occurs.

Penny Stock

Until the Company's shares qualify for inclusion in the NASDAQ system, the
public trading, if any, of the Company's Common Stock will be on the OTC
Bulletin Board. As a result, an investor may find it more difficult to dispose
of, or to obtain accurate quotations as to the price of, the Common Stock
offered. The Company's Common Stock is subject to provisions of Section 15(g)
and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), commonly referred to as the "penny stock rule." Section 15(g) sets forth
certain requirements for transactions in penny stocks, and Rule 15g-9(d)
incorporates the definition of "penny stock" that is found in Rule 3a51-1 of the
Exchange Act. The SEC generally defines "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. If the Company's Common Stock is deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stock to persons other than established customers
and accredited investors. Generally speaking, "accredited investors" are persons
with assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 together with their spouse. For transactions covered by these rules,

broker-dealers must make a special suitability determination for the purchase of
such security and must have the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the first
transaction, of a risk disclosure document, prepared by the SEC, relating to the
penny stock market. A broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be sent
disclosing recent price information for the penny stocks held in an account and
information on the limited market in penny stocks. Consequently, these rules may
restrict the ability of a broker-dealer to trade and/or maintain a market in the
Company's Common Stock and may affect the ability of the Company's shareholders
to sell their shares.

Limitation On Liability And Commission Position Of Indemnification For
Securities Act Liabilities

Our Certificate of Incorporation limit the liability of directors to the
maximum extent permitted by Delaware law. In addition, our bylaws require us to
indemnify our directors and officers, and allow us to indemnify our other
employees and agents to the fullest extent permitted by law. At present, there
is no pending litigation or proceeding involving any director, officer, employee
or agent where indemnification will be required or permitted. We are not aware
of any threatened litigation or proceeding that might result in a claim for
indemnification. If we permit indemnification for liabilities arising under the
Securities Act to directors, officers or controlling persons under these
provisions, we have been informed that, in the opinion of the Securities and
Exchange Commission, this indemnification is against public policy as expressed
in the Securities Act and is unenforceable.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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 market
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 December 1, 2003, our
Common Stock was quoted under the symbol "CCCI" and had a closing bid price of
$1.26. 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.

Bid Prices
-------------
High Low
----- -----
Interim Periods For Fiscal Year Ending December 31, 2003
--------------------------------------------------------
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
Fiscal Year Ended October 31, 2001
----------------------------------
Fourth Quarter $0.48 $0.32
Third Quarter $1.00 $0.48
Second Quarter $0.32 $0.16
First Quarter $0.16 $0.16

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

In addition to historical information, this prospectus contains
forward-looking statements. The forward-looking statements contained herein are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in the forward-looking statements.
Factors that might cause such differences include, but are not limited to those
discussed in this section. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date thereof. Readers should carefully review the risks described in other
documents the Company files from time to time with the Securities and Exchange
Commission, including the Annual Report on Form 10-KSB for the fiscal year ended
October 31, 2002, the Quarterly Reports on Form 10-QSB and Current Reports on
Form 8-K by the Company.

The following discussion and analysis should be read in conjunction with
the financial statements and the notes thereto, included as part of this
prospectus.

Overview

The Company was incorporated on November 27, 1984 in the State of Delaware.
Prior to May 1993, the Company was principally engaged in the business of
developing, financing and producing motion pictures for distribution. Since May
1993, however, the Company had had no current business operations until

February 28, 2003, when the Company signed the Exchange Agreement to acquire
(the "Acquisition") from Kingston a 100% ownership interest in Solar Touch
Limited ("Solar Touch") in exchange for 49,567,002 (post-split) shares of the
Company's Common Stock. In addition, the Company issued 4,761,000 (post-split)
shares to certain financial consultants in connection with the Acquisition.

Immediately after the Acquisition, all then existing officers and directors
of the Company resigned and the management of Solar Touch was elected and
appointed to such positions; thereby effecting a change of control. Although
Solar Touch became a wholly-owned subsidiary of the Company following the
transaction, because the transaction resulted in a change of control, the
transaction was recorded as a "reverse merger" whereby Solar Touch was
considered to be the accounting acquirer of the Company. In May 2003, the
Company determined to change its fiscal year end to December 31, which
corresponds to the year end for Solar Touch. Because of the change in fiscal
year and because the Company's recent operations have been limited to its
interest in Solar Touch, the discussion below of the Company's performance as of
the last six months relates to the Company's equity interest in Solar Touch and
is based upon the financial statements of Solar Touch included in this
prospectus and the consolidated financial statements of the Company as of and
for the periods ended September 30, 2003. A discussion of the Company's
performance as of October 31, 2002 and a discussion of Solar Touch's performance
as of December 31, 2002 are also included.

Results Of Operations

Three months ended September 30, 2003 and 2002:

Revenue

The Company had no revenue for the three months ended September 30, 2003
and 2002 respectively (See Equity in earnings of investment below).

Loss from operations

For the three months ended September 30, 2003, the Company had a loss from
operations of $2,378,723 as compared to a loss from operation of $0 for the
three months ended September 30, 2002. The loss is attributable to directors'
compensation of $755,437, professional fees of $79,909 and consulting fees of
$1,543,377.

Merger costs

For the three months ended September 30, 2003 and 2002, there were no
additional merger costs incurred.

Equity in earnings of investment

This represents the Company's 49% share of undistributed earnings of its
investment in Baoding. For the three months ended September 30, 2003, the
Company's 49% share of losses of its investment in Baoding was $64,911 which was
a $61,776 or 48.8% decrease from $126,687 for the three months ended September
30, 2002. The decrease in the Company's 49% share of losses of its investment in
Baoding is primarily attributable to the decrease in Baoding's net loss from
$258,544 for the three months ended September 30, 2002 to $132,472 for the three
months ended September 30, 2003. The decrease in Boading's net loss results from
the decrease in provision for doubtful accounts over the prior year.

Net income (loss)

The Company recorded a net loss of $2,443,092 for the three months ended
September 30, 2003 as compared to a net loss of $126,687 for the three months
ended September 30, 2002. This is primarily due to directors' compensation of
$755,437, professional fees of $79,909 and consulting fees of $1,543,377.

Nine months ended September 30, 2003 and 2002:

Revenue

The Company had no revenue for the six months ended June 30, 2003 and 2002
respectively (See Equity in earnings of investment below).

Loss from operations

For the nine months ended September 30, 2003, the Company had a loss from
operations of $3,869,695 as compared to a loss from operation of $0 for the nine
months ended September 30, 2002. The loss is attributable to directors'
compensation of $995,970, professional fees of $138,883 and consulting fees of
$2,734,842.

Merger costs

For the nine months ended September 30, 2003, the Company incurred merger
costs of $3,770,416 as a result of the Company's acquisition of Solar Touch in a
reverse merger whereas there was no such expense for the nine months ended
September 30, 2002.

Equity in earnings of investment

This represents the Company's 49% share of undistributed earnings of its
investment in Baoding. For the nine months ended September 30, 2003, the
Company's 49% share of earnings of its investment in Baoding was $175,650 which
was a $97,995 or 126% increase from $77,655 for the nine months ended September
30, 2002. This is primarily due to the increase in net sales of Baoding by
$296,293 or 12% from $2,395,462 for the nine months ended September 30, 2002 to
$2,691,755 for the nine months ended September 30, 2003 and accordingly, the
increase in net income of Baoding by $199,989 or 126% from $158,480 for the nine
months ended September 30, 2002 to $358,469 for the nine months ended September
30, 2003. In addition, the increase in net income is attributable to the
decrease in provisions for doubtful accounts over the prior period.

Net income (loss)

The Company recorded a net loss of $7,463,715 for the nine months ended
September 30, 2003 as compared to a net profit of $77,655 for the nine months
ended September 30, 2002. This is primarily due to the merger costs of
$3,770,416 incurred in relation to the Company's acquisition of Solar Touch in a
reverse merger, directors' compensation of $995,970, professional fees of
$138,883 and consulting fees of $2,734,842.

Financial condition, liquidity, capital resources

For the nine months ended September 30, 2003, we received $50,000 from the
issuance of 4,750,000 shares of common stock due to the exercise of 4,750,000
options by the optionees on April 30, 2003 and $4,000,000 from the issuance of
2,758,621 shares of the Company's restricted 8% convertible preferred stock, par
value of $0.0001 per share to Gryphon Master Fund, L.P. for $1.45 per share. We
also generated cash of $89,373 during the nine months ended September 30, 2003
in operating activities.

As of September 30, 2003, the Company has cash at bank of $3,911,399. Our
current assets include deferred consulting fees of $3,412,735 and our current
liabilities include accrued expenses of $298,576, accrued directors'
compensation of $64,890, the amount due to a shareholder of $127,276 and the
amount due to a director of $2,500.

We had no significant capital expenditure commitments outstanding as of
September 30, 2003.

Plan of Operation

With a cash balance of $3,911,399 as of September 30, 2003, the Company has
sufficient working capital to fund its future operations and finance its
intended acquisition of additional equity interests in Baoding from Baoding
Multimedia should it be allowed to do so in the future.

Exchange rate

Fluctuations of currency exchange rates between Renminbi and 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 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 sale of products in China and denominated in Renminbi and our
financial performance when measured in United States dollar.

Results Of Operations

Year Ended October 31, 2002 Compared To Year Ended October 31, 2001

Results of operations

Revenue

The Company had no revenues for the fiscal years ended October 31, 2001 and
2002. During the fiscal year ended October 31, 2002, the Company had a net loss
of $2,359 as compared to a net loss of $4,369 during the fiscal year ended
October 31, 2001.

On October 31, 2002, the Company had a working capital deficit and
stockholders' deficit of $17,905, $2,419 in cash, total assets of $2,419 and
total liabilities of $20,324. The working capital deficit and stockholders'
deficit is principally due to short term loans made by the President of the
Company in order to allow the Company to meet certain working capital needs.

Financial condition, liquidity, capital resources

For the year ended October 31, 2002, our operations did not generate or use
any cash.

Solar Touch Limited - Fiscal Years Ended December 31, 2002 and 2001:

Revenue

The Company has no operations except for the activities of Solar Touch.
Solar Touch had no revenue for the fiscal year ended December 31, 2002 and 2001
respectively. (See Equity in Earnings of Investment below).

Loss from Operations

Solar Touch recorded no losses from operations in fiscal 2002 or 2001.

Equity in Earnings of Investment

This represents Solar Touch's 49% share of undistributed earnings of its
investment in Baoding. During the fiscal year ended December 31, 2002, Solar
Touch's 49% share of earnings from its investment in Baoding was $645,447, which
was a 14.3% decrease from Solar Touch's 49% share of earnings of $753,265 during
fiscal year 2001. This decrease was primarily attributable to the increases in
Baoding's depreciation expense and provision for doubtful accounts over the
prior year.

Net Income

Solar Touch recorded Net Income of $645,447 for the fiscal year ended
December 31, 2002 and $753,265 for the fiscal year ended December 31, 2001,
which represented Solar Touch's 49% share of undistributed earnings of its
investment in Baoding. As described above, this decrease is due to the increases
in Baoding's depreciation expense and provision for doubtful accounts over the
prior year.

Plan of Operation

In view of the absence of working capital to finance the Company's
operations and working capital requirements, the Company is looking for the
opportunity of raising necessary capital by private placement of new shares or
issuance of debentures. The Company's costs mainly include only those costs
necessary to retain its corporate charter, file necessary tax returns and report
to the Securities and Exchange Commission, and certain professional expenses
such as accountants' and attorney's fees to maintain the corporate compliance.
We believe that we have access to sufficient working capital to provide for
these costs.

Exchange Rate

Fluctuations of currency exchange rates between Renminbi and 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 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 dollars.

Recent accounting pronouncements

In April 2002, The Financial Accounting Standards Board (FASB) issued SFAS
No. 145, "Recission of FASB Statements No. 4, 22 and 64. Amendment of FASB
Statement No. 13, and Technical Corrections." The Statement addresses the
accounting for extinguishment of debt, sale-leaseback transactions and certain
lease modifications. The Statement is effective for transactions occurring after
May 15, 2002. The adoption of SFAS No. 145 did not have material impact on the
Company's financial statement presentation or disclosure.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and supercedes Emerging Issues Task Force Issue No. 94-3, "Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs Incurred in a Restructuring)." The provisions of SFAS
No. 146 are effective for exit or disposal activities that are initiated after
December 31, 2002. The adoption of SFAS No. 146 did not have a material impact
on the Company's financial statement presentation or disclosure.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions. The Company does not expect this standard will have any
effect on its financial statement presentation or disclosure.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. The adoption of FIN 45 is not expected to have a material effect on the
Company's financial position, results of operations, or cash flows.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation. Transition and Disclosure" SFAS No. 148 amends SFAS No. 123
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002. The interim disclosure provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002. The Company does not expect the adoption of SFAS No. 148 to have a
material effect on our financial position, results of operations, or cash flows.

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 is not expected to 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 is not expected to 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 classifies 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 is not expected
to have a material impact on the Group's consolidated financial statements.

LEGAL PROCEEDINGS

We are not a party to any pending or to the best of its 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.

EXPERTS

The financial statements of the Company as of and for the years ended
October 31, 2002 and 2001 included in the prospectus have been audited by
Weinberg & Company, P.A., and Glasser & Haims, P.C., respectively, independent
certified public accountants, to the extent and for the periods set forth in
their report appearing elsewhere herein and are included in reliance upon such
report given upon the authority of said firm as experts in auditing and
accounting. The financial statements of Solar Touch included in this prospectus
have been audited by Thomas Leger & Co., L.L.P., certified public accountants,
to the extent and for the periods set forth in their report appearing elsewhere
herein and are included in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.

LEGAL MATTERS

Patton Boggs LLP, Denver, Colorado has passed for us upon the validity of
the securities being offered hereby.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

a. Financial Statements for Nova International Films, Inc.
-------------------------------------------------------
(now known as China Cable and Communication, Inc.) for the fiscal
- -----------------------------------------------------------------
year ended October 31, 2002.
- ----------------------------

Independent Auditors' Report............................................F-2, F-3

Balance Sheets...............................................................F-4

Statements of Operations.....................................................F-5

Statement of Changes in Stockholders' Deficiency.............................F-6

Statements of Cash Flows.....................................................F-7

Notes to Financial Statements........................................F-8 to F-12

b. Consolidated Financial Statements for China Cable and Communication,
--------------------------------------------------------------------
Inc. for the nine months ended September 30, 2003 (unaudited).
- ------------------------------------------------------------

Consolidated Balance Sheets.................................................F-14

Consolidated Statements of Operations...............................F-15 to F-16

Consolidated Statements of Cash Flows.......................................F-17

Notes to Consolidated Financial Statements..........................F-18 to F-23

c. Financial Statements for Solar Touch Limited for the fiscal
-----------------------------------------------------------
year ended December 31, 2002.
- -----------------------------

Report of Independent Auditors..............................................F-25

Balance Sheets as of December 31, 2002 and 2001.............................F-26

Statements of Operations for the Years Ended December 31, 2002
and 2001...........................................................F-27

Statement of Changes in Stockholders' Equity for the
Years Ended December 2002 and 2001.................................F-28

Statements of Cash Flows for the Years Ended December 31, 2002
and 2001...........................................................F-29

Notes to Financial Statements.......................................F-30 to F-35

F-(i)

a.Financial Statements for Nova International Films, Inc. (now known as
---------------------------------------------------------------------
China Cable and Communication, Inc.) for the fiscal year ended October 31, 2002.
- --------------------------------------------------------------------------------

Independent Auditors' Report............................................F-2, F-3

Financial Statements

Balance Sheets......................................................F-4

Statements of Operations............................................F-5

Statement of Changes in Stockholders' Deficiency....................F-6

Statements of Cash Flows............................................F-7

Notes to Financial Statements........................................F-8 to F-12

F-1

INDEPENDENT AUDITORS' REPORT

To the board of directors
Nova International Films, Inc.

We have audited the accompanying balance sheet of Nova International Films, Inc.
as of October 31, 2002 and the related statements of operations, changes in
stockholders' deficiency, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nova International Films, Inc.
as of October 31, 2002 and the results of its operations and cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has no revenues and business operations, a net
loss of $2,359, working capital and stockholders deficiency of $17,905 which
raise substantial doubts about its ability to continue as a going concern,
Management's plans in regard to these matters are also described in Note 5. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ WEINBERG & COMPANY, P.A.
- -----------------------------
WEINBERG & COMPANY, P.A.

Los Angeles, California
January 14, 2003

F-2

REPORT OF CERTIFIED PUBLIC ACCOUNTANTS

THE BOARD OF DIRECTORS NOVA INTERNATIONAL FILMS, INC.

We have audited the accompanying balance sheet of Nova International Films, Inc.
as of October 31, 2001 and the related statements of operations, stockholders'
deficiency, and cash flows for the period November 1, 2000 through October 31,
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nova International Films, Inc.
as of October 31, 2001 and the results of its operations and cash flows for the
period indicated above in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has no revenues and business operations which
raise substantial doubts about its ability to continue as a going concern,
Management's plans in regard to these matters are also described in Note 5. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ GLASSER & HAIMS, P.C.
- -----------------------------
GLASSER & HAIMS, P.C.

Valley Stream, New York
November 21, 2001

F-3

NOVA INTERNATIONAL FILMS, INC.
BALANCE SHEETS

OCTOBER 31,
2002 2001
----------- -----------
ASSETS

Cash $ 2,419 $ 2,878
----------- -----------

Total Assets $ 2,419 $ 2,878
=========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

Accounts payable and accrued expenses $ 1,800 $ 1,800
Short term loan - related party 18,524 16,624
----------- -----------

Total Current Liabilities 20,324 18,424

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:

Common Stock, $.00001 par value; 100,000,000
shares authorized, 6,037,000 shares issued
and outstanding, respectively. 60 60
Additional paid-in capital 8,198,166 8,198,166
Accumulated deficit (8,216,131) (8,213,772)
----------- -----------

Total Stockholders' Deficiency (17,905) (15,546)
=========== ===========
Total Liabilities and
Stockholders' Deficiency $ 2,419 $ 2,878
=========== ===========

See Notes to Financial Statements

F-4

NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED OCTOBER 31, 2002 AND 2001

2002 2001
----------- -----------

REVENUES $ - $ -

COSTS AND EXPENSES:
Selling, general and
administration expenses 2,359 4,375
----------- -----------

OPERATING LOSS (2,359) (4,375)

OTHER INCOME
Interest income - 6
----------- -----------

LOSS BEFORE PROVISION FOR INCOME TAXES $ (2,359) $ (4,369)
=========== ===========

PROVISION FOR INCOME TAXES - -
----------- -----------

NET (LOSS) (2,359) (4,369)
=========== ============

Net (loss) per share,
basic and diluted $ - $ -

Average number of shares outstanding,
basic and diluted 6,037,000 6,037,000

See Notes to Financial Statements

F-5

NOVA INTERNATIONAL FILMS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
YEARS ENDED OCTOBER 31, 2002 AND 2001

Common Stock
$.00001 Par Value Additional
No. of Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----

Balance at November 1, 2000 6,037,000 $ 60 $ 8,198,166 $ (8,209,403) $(11,177)

Net (Loss) (4,369) (4,369)
--------- ----------- ------------ --------

Balance at October 31, 2001 6,037,000 60 8,198,166 (8,213,772) (15,546)

Net (Loss) (2,359) (2,359)
--------- ----------- ------------ --------

Balance at October 31, 2002 6,037,000 $ 60 $ 8,198,166 $ (8,216,131) $(17,905)
========= =========== ============ ========

See Notes to Financial Statements

F-6

NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED OCTOBER 31, 2002 AND 2001

2002 2001
----------- ----------

Cash flows from operating activities:
Net loss $ (2,359) $ (4,369)
----------- ----------

Net cash (used) by operating
activities (2,359) (4,369)
----------- ----------

Cash flows from investing activities:
Advances from short term loan 1,900 6,000
----------- ----------

Net cash provided by investing
activities 1,900 6,000

Net increase (decrease) in cash (459) 1,631
Cash at beginning of year 2,878 1,247
----------- ----------

Cash at end of year $ 2,419 $ 2,878
=========== =========

See Notes to Financial Statements

F-7

NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2002 AND 2001

1) Nature of Business and Organization

Nova International Films, Inc. (the Company) was incorporated on November 27,
1984 in the State of Delaware. The Company was formed for the purpose of
financing and producing motion pictures for distribution in the theatrical, home
video and pay and free television markets throughout the world.

During the late eighties and early nineties the Company was involved in the
production and co-production of various films and motion pictures. As of May
1993, the Company had no current business operations and since then has been
seeking another business opportunity. See Note 6 for information on an agreement
signed to acquire a 100% ownership interest in Solar Touch Limited. No assurance
can be given that the Company will be able to consummate such transaction or, if
consummated, that such business opportunity will be successful.

2) Summary of Significant Accounting Policies

a. Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

b. Income Taxes

The Company accounts for income taxes using the liability method whereby
deferred income taxes are recognized for the tax consequences of temporary
differences by applying statutory tax rates applicable to future years to
difference between the financial statement carrying amounts and the tax bases of
certain assets and liabilities. Changes in deferred tax assets and liabilities
include the impact of any tax rate changes enacted during the year.

F-8

NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2002 AND 2001

c. Earnings (Loss) Per Common Share

Basic earnings (loss) per share is calculated by dividing the earnings net
(loss) available to common shareholders by the weighted average number of common
shares outstanding during the year. Diluted earnings per share is calculated
assuming the issuance of common shares resulting from the exercise of stock
options and warrants. Dilutive securities are not included in the calculation of
loss per share because their effect would have been anti-dilutive. As the
company has no outstanding options or warrants, basic, and diluted earnings
(loss) per share are the same for the fiscal years ended October 31, 2002 and
2001. On November 22, 2002, the Company effected a 1 for 16 reverse stock split
(See Note 6). Loss per common share calculations for the fiscal years ended
October 31, 2002 and 2001 give retro-active effect to the 1-for-16 reverse split
as if it occurred on November 1, 2000.

d. New Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This statement addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company will be required to adopt this
statement effective January 1, 2003. The Company does not expect that the
adoption of SFAS No. 143 will have any effect on the Company's financial
statement presentation or disclosures.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002. SFAS No. 144
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long- Lived Assets to Be Disposed Of", and a portion of APB Opinion No. 30,
"Reporting the Results of Operations". This statement provides a single
accounting model for long-lived assets to be disposed of and significantly
changes the criteria that would have to be met to classify an asset as
held-for-sale.

Classification as held-for-sale is an important distinction since such assets
are not depreciated and are stated at the lower of fair value and carrying
amount. This statement also requires expected future operating losses from
discontinued operations to be displayed in the period(s) in which the losses are
incurred, rather than as of the measurement date as presently required. The
adoption of SFAS No. 144 did not have any affect on the Company's financial
statement presentation or disclosures.

F-9

NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2002 AND 2001

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Such costs covered by
the standard include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation, plant
closing, or other exit or disposal activity. SFAS No. 146 replaces the previous
accounting guidance provided by the Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not anticipate that the adoption of
SFAS No. 146 will have any effect on the Company's financial statement
presentation or disclosures.

3) Income Taxes

As of October 31, 2002, the Company had federal net operating loss carryforwards
of approximately $6,394,000 expiring in various years through 2022, which can be
used to offset future taxable income, if any. No deferred asset benefit for
these operating losses has been recognized in the financial statements due to
the uncertainty as to their realizability in future periods.

The Company's net deferred tax assets (using a federal corporate income rate of
34%) consisted of the following at October 31, 2002 and 2001:

October 31,
2002 2001
----------- -----------
Deferred tax assets

Operating loss carryforward $ 2,174,000 $ 2,173,000
2,174,000 2,173,000

Less: Valuation allowance (2,174,000) (2,173,000)
----------- -----------

Net deferred tax assets $ - $ -

As a result of the Company's significant operating loss carryforward and the
corresponding valuation allowance, no income tax expense (benefit) has been
recorded at October 31, 2002 and 2001.

F-10

NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2002 AND 2001

4) Short Term Loan - Related Party

During the fiscal year ended October 31, 2001, and October 31, 2002 an officer
of the Company made short term loans to the Company in order to allow the
Company to meet certain working capital needs. Such loan is without interest and
payable on demand.

5) Going Concern

The accompanying financial statements have been prepared assuming that the
Company can continue as a going concern. The Company currently has no revenue,
business operations, a net loss of $2,359 a working capital deficiency and
stockholders deficiency of $17,905 which raises substantial doubts about its
ability to continue as a going concern. The financial statements do not include
and adjustments that might result from the outcome of this uncertainly.

At the current time, the Company's sole means to pay for its overhead operations
is its existing cash in the total amount of $2,419 as of October 31, 2002.
Accordingly, the Company has significantly reduced its overhead. The Company has
no current business operations and is in the process of seeking a business
opportunity (See Note 6). No assurance can be given that the Company will be
able to consummate any such arrangements or, if consummated, that such business
opportunity will be successful. Management has indicated that for the
foreseeable future it will cover those costs necessary to retain the Company's
corporate charter, file necessary tax returns, report to the Securities and
Exchange Commission, and cover certain expenses in seeking business
opportunities.

F-11

NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED OCTOBER 31, 2002 AND 2001

6) Subsequent Events

In November 2002, the Company signed a Share Exchange Agreement to acquire a
100% ownership interest in Solar Touch Limited ("Solar Touch") in exchange for
approximately 49,567,000 (post-split ) shares of the Company's common stock. In
addition, the Share Exchange Agreement provides for the issuance of
approximately 4,761,000 (post-split) shares to certain financial consultants.
Solar Touch is a British Virgin Islands corporation which owns a 49% equity
interest in Baoding Pascali Broadcasting Cable TV Integrated Information
Networking, Co., LTD ("Baoding"). Baoding, a company established in the People's
Republic of China, operates a cable TV network in the municipality of Baoding,
near Beijing, in the People's Republic of China. The completion of the
transaction contemplated by the Share Exchange Agreement is subject to a number
of factors including, but not limited to, the completion of due diligence to be
conducted by the parties of one another and the Company effecting a 1 for 16
reverse stock split (which reverse split was effected as of November 22, 2002).

In November 2002, the Company granted an option to DSS Associates, Carter
Fleming International LTD, Grand Unison LTD, and Emerging Growth Partners Inc.
(the "Optionees") to purchase an aggregate of 4,750,000 (post-split) shares of
common stock in the Company for a total of $50,000. The Optionees may exercise
the option in full only by delivering to the Company, immediately prior to or
concurrently with the closing of the acquisition, a duly executed Notice of
Exercise. Such a notice shall constitute an irrevocable commitment to purchase
the 4,750,000 shares of common stock. Concurrently with the execution of the
Notice, the Optionees shall wire transfer the aggregate exercise price for the
shares to the Company. In the event that the Optionees fail to deliver the
Notice and wire transfer as provided by the terms of the Option Agreement, then
the Option Agreement shall terminate and neither party shall have any further
rights, obligations' or liabilities.

Assuming completion of the transactions discussed in paragraphs 1 and 2, the
Company will have approximately 65 million (post-split) shares issued and
outstanding. Although the Share Exchange Agreement and Option Agreement have
been signed, no assurance can be given that such transactions will be
consummated. All share and per share amounts have been retroactively restated in
the financial statements to give effect to the reverse stock split.

F-12

Consolidated Financial Statements

Consolidated Balance Sheets............................................F-14

Consolidated Statements of Operations..........................F-15 to F-16

Consolidated Statements of Cash Flows..................................F-17

Notes to Consolidated Financial Statements..........................F-18 to F-23

F-13

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

September 30, December 31,
2003 2002
------------ ------------
ASSETS (unaudited) (audited)

CURRENT ASSETS
Cash at bank $ 3,911,399 $ --
Deferred merger cost -- 20,468
Deferred consulting fees 3,412,735 --
------------ ------------

Total current assets 7,324,134 20,468
------------ ------------

NON-CURRENT ASSETS
Equity investment 7,394,510 7,218,860
------------ ------------

Total assets $ 14,718,644 $ 7,239,328
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 363,466 $ 20,468
Amount due to a shareholder 127,276 --
Amount due to a director 2,500 --
------------ ------------

Total liabilities 493,242 20,468
------------ ------------

STOCKHOLDERS' EQUITY

Preferred Stock, $0.0001 par value, 20,000,000 shares
authorized, 2,758,621 8% convertible shares issued and
outstanding 276 --
Common Stock, $.00001 par value; 100,000,000 shares
authorized, 72,057,760 shares issued and outstanding 721 1,000
Additional paid-in capital 20,345,152 5,874,892
Retained earnings (deficit) (6,120,747) 1,342,968
------------ ------------

Total stockholders' equity 14,225,402 7,218,860
------------ ------------

Total liabilities and stockholders' equity $ 14,718,644 $ 7,239,328
============ ============

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

F-14

CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(unaudited)

2003 2002
------------ -------------

REVENUE $ -- $ --

EXPENSES
Directors' compensation (755,437) --
Professional fees (79,909) --
Consulting fees (1,543,377) --
------------ --------------

LOSS FROM OPERATIONS (2,378,723) --

OTHER INCOME (EXPENSES)
Interest income 542 --
Equity in earnings of investment (64,911) (126,687)
------------ --------------

LOSS BEFORE TAXES (2,443,092) (126,687)

PROVISION FOR INCOME TAXES -- --
------------ --------------

NET LOSS $ (2,443,092) $ (126,687)
============ ==============

Net loss per share - basic $ (0.03) $ (0.00)
============ ==============
- diluted $ (0.03) $ (0.00)
============ ==============

Weighted average no. of shares outstanding - basic 70,965,328 49,567,002
============ ==============
- diluted 71,120,307 49,567,002
============ ==============

Note: The number of weighted average shares outstanding as at September 30, 2002 is the
amount of shares issued for the reverse merger and is for comparison purposes only.

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

F-15

CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(unaudited)

2003 2002
------------- -------------

REVENUE $ -- $ --

EXPENSES
Directors' compensation (995,970) --
Professional fees (138,883) --
Consulting fees (2,734,842) --
-------------- ------------

LOSS FROM OPERATIONS (3,869,695) --

OTHER INCOME (EXPENSES)
Merger costs (3,770,416) --
Interest income 867 --
Bank charges (121) --
Equity in earnings of investment 175,650 77,655
-------------- ------------

PROFIT (LOSS) BEFORE TAXES (7,463,715) 77,655

PROVISION FOR INCOME TAXES -- --
-------------- ------------

NET INCOME (LOSS) $ (7,463,715) $ 77,655
============== ============

Net income (loss) per share - basic $ (0.12) $ 0.00
============== ============
- diluted $ (0.12) $ 0.00
============== ============

Weighted average no. of shares outstanding - basic 62,844,683 49,567,002
============== ============
- diluted 62,895,207 49,567,002
============== ============

Note: The number of weighted average shares outstanding as at September 30, 2002 is the amount
of shares issued for the reverse merger and is for comparison purposes only.

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

F-16

CHINA CABLE AND COMMUNICATION, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(unaudited)

2003 2002
----------- -----------
Cash flows from operating activities:

Net (loss) income $(7,463,715) $ 77,655
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock issued for consulting fees 2,734,842 --
Stock issued for directors' compensation 931,080 --
Stock issued for financial advisory services 10,350
Merger costs paid by the issue of shares 3,689,000 --
Equity in earnings of investment (175,650) (77,655)
Changes in operating assets and liabilities:
Decrease in deferred merger costs 20,468 --
Increase in accounts payable and accrued liabilities 342,998 --
----------- -----------

Net cash generated from operating activities 89,373 --
----------- -----------

Cash flows from financing activities:
Cash received from exercise of options 50,000 --
Cash received from issuance of 8% convertible
preferred stock, net of direct expenses 3,642,150
Cash received in merger 1,809
Increase in amounts due to a shareholder and a director 129,776 --
Repayment of short term loan from related party (1,709) --
----------- -----------

Net cash provided by financing activities 3,822,026 --
----------- -----------

Net increase in cash 3,911,399 --

Cash at beginning of period -- --
----------- -----------

Cash at end of period $ 3,911,399 $ --
=========== ===========

Supplemental schedule of non-cash investing and financing activities:

Common shares issued for consulting and directors' fees $ 7,078,657 $ --
Common shares issued for merger costs $ 3,689,000 $ --

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

F-17

CHINA CABLE AND COMMUNICATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
(UNITED STATES DOLLARS)

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 "Sellers"). In
addition to the common stock issued to the Sellers, the Company also issued
4,760,931 shares to the Seller's financial consultants. The consideration for
the Acquisition was determined through arms' length negotiations between the
management of the Company and the Sellers. Solar Touch is a British Virgin
Islands corporation which owns 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, owns 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. Baoding is to operate for a period of 20 years and is principally
engaged in the construction and operation of a cable integrated TV transmission
network system in the same area.

2. BASIS OF PRESENTATION

The interim consolidated financial statements have been prepared by the
Company and include all material adjustments which in the opinion of management
are necessary for a fair presentation of financial results for the nine months
ended September 30, 2003 and 2002. All adjustments and provisions included in
these statements are of normal recurring nature. The December 31, 2002 audited
balance sheet only includes the balances of Solar Touch Limited and is for
comparative purposes only. The information contained herein is condensed from
that which would appear in the annual financial statements; accordingly, the
financial statements included herein should be reviewed in conjunction with the
Solar Touch financial statements and related notes thereto included in the Form
8-K dated February 28, 2003 filed by the Company with the Securities and
Exchange Commission. In addition, the financial statements included herein
should be read in conjunction with the financial statements of the Company
included in the Form 10-KSB for the year ended October 31, 2002 and the Forms
10-QSB for the quarters ended January 31, 2003, March 31, 2003 (as amended),
June 30, 2003 (as amended) and September 30, 2003. The results of operations for
the interim period presented are not necessarily indicative of the results that
can be expected for the entire year.

F-18

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

3. EQUITY INVESTMENT

The equity investment represents a 49% equity interest in Baoding, a
company established in the PRC and principally engaged in the construction and
operation of a cable integrated TV transmission network system in Baoding, the
PRC.

Baoding maintains its books and records in Renminbi ("RMB"), the PRC's
currency. Translation of amounts in United States dollars ("US$") has been made
at the single rate of exchange of US$1.00:RMB8.3. No representation is made that
RMB amounts have been or could be, converted into US$ at that rate. On January
1, 1994, the PRC government introduced a single rate of exchange as quoted daily
by the People's Bank of China (the "Unified Exchange Rate"). This quotation of
exchange rates does not imply free convertibility of RMB to other foreign
currencies. All foreign exchange transactions continue to take place either
through the Bank of China or other banks authorized to buy and sell foreign
currencies at the exchange rate quoted by the People's Bank of China. Approval
of foreign currency payments by the Bank of China or other institutions requires
submitting a payment application form together with suppliers' invoices,
shipping documents and signed contracts.

As of September 30, 2003, the unaudited condensed balance sheet of Baoding
was as follows:

Current assets $ 2,331,055
Non-current assets 16,998,463
-------------

Total assets $ 19,329,518
=============

Current liabilities $ 4,182,106
Capital and reserves 15,147,412
-------------

Total liabilities and equity $ 19,329,518
=============

The unaudited results of operations of Baoding for the three months ended
September 30, 2003 and 2002 are summarized as follows:

2003 2002
--------- ---------

Net sales $ 464,697 $ 451,976
========= =========

Loss from operations $(175,702) $(256,717)

Other income (expenses) 5,869 (1,827)
--------- ---------

Income (Loss) before tax provision (169,833) (258,544)

Income tax 37,361 --
--------- ---------

Net income (loss) $(132,472) $(258,544)
========= =========

The Company's equity in earnings of Baoding (49%) $ (64,911) $(126,687)
========= =========

F-19

The unaudited results of operations of Baoding for the nine months ended
September 30, 2003 and 2002 are summarized as follows:

2003 2002
----------- -----------

Net sales $ 2,691,755 $ 2,395,462
=========== ===========

Income from operations $ 481,440 $ 161,819

Other income (expenses) 5,956 (3,339)
----------- -----------

Income before tax provision 487,396 158,480

Income tax (128,927) --
----------- -----------

Net income $ 358,469 $ 158,480
=========== ===========

The Company's equity in earnings of Baoding (49%) $ 175,650 $ 77,655
=========== ===========

4. AMOUNTS DUE TO A SHAREHOLDER AND A DIRECTOR

The amounts due to a shareholder and a director are unsecured, non-interest
bearing and repayable on demand.

5. 8% CONVERTIBLE PREFERRED STOCK

On September 25, 2003, the Company completed the sale of 2,758,621 shares
of the Company's restricted 8% Convertible Preferred Stock, par value $.0001 per
share (the "Preferred Stock"), to Gryphon Master Fund, L.P., a Bermuda limited
partnership (the "Purchaser"), for $1.45 per share or an aggregate purchase
price of $4,000,000. The purchase price is equal to 90% of the moving average
closing price of the Company's common stock for the 60 trading days immediately
prior to the entering into of the agreement. In connection with this
transaction, the Company also issued to the Purchaser warrants to purchase up to
827,586 shares of the Company's restricted common stock for $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 Company intends to use the proceeds from this
transaction for working capital purposes, and for possible future acquisitions,
of which there is no assurance.

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 with 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 may
redeem the Preferred Stock at any time after September 25, 2004 if the market
price of the common stock for a period of any 20 out of 30 trading days equals
or exceeds 200% of the conversion price then in effect. The conversion price
currently in effect is equal to the purchase price of $1.45 per share. Until
redeemed, the Preferred Stock can be converted into common stock at a rate per
share equal to the purchase price, subject to adjustment.

F-20

6. INCOME TAXES

Solar Touch is a British Virgin Islands investment holding company and does
not carry on any business and does not maintain any offices in the United States
of America. No provision for income taxes or tax benefits for the Company has
been made.

Baoding is a Sino-foreign joint venture established in the PRC. Baoding is
subject to 33% income tax on the results for the year after adjusting for items
which are non-assessable or disallowed. Certain items of income and expense are
recognized for tax purposes in a different accounting period from that in which
they are recognized in the income statement. No provision for income tax has
been made in 2002 as Baoding was granted a tax benefit and was exempted from
income tax for the years of 2001 and 2002.

The Company provides for deferred income taxes using the liability method,
by which deferred income taxes are recognized for all significant temporary
differences between the tax and financial statement bases of assets and
liabilities. The tax consequences of those differences are classified as current
or non-current based upon the classification of the related asset and
liabilities in the financial statements. No provision for deferred taxation has
been made, as there are no temporary differences at the balance sheet date.

7. EARNINGS (LOSS) PER COMMON SHARE

Basic EPS amounts are based on the weighted average shares of common stock
outstanding. Diluted EPS assumes the conversion, exercise or issuance of all
potential common stock instruments such as options, warrants and convertible
preferred stock, unless the effect is to reduce a loss or increase earnings per
share. For presentation and comparative purposes, the Company has assumed
49,567,002 shares were outstanding during 2002 to the date of the reverse merger
of the Company and Solar Touch Limited.

8. OPTION AGREEMENT

On February 28, 2003, the Company granted an option to DSS Associates,
Carter Fleming International Ltd., Grand Unison Limited, and Emerging Growth
Partners, Inc. (the "Optionees") to purchase an aggregate of 4,750,000 shares of
common stock of the Company for $50,000. The optionees facilitated the
acquisition of the Company and Solar Touch. On April 30, 2003, the optionees
exercised the 4,750,000 options. In accordance with SFAS 123 and EITF 96-18, the
Company expensed $2,945,000 associated with these options and included this
expense in "Merger Costs" for the nine months ended September 30, 2003.

9. DIRECTORS' COMPENSATION

During the nine months ended September 30, 2003, 280,000 shares of the
Company's common stock were issued in lieu of cash to three of its directors,
Mr. George Raney, Mr. Raymond Ying-Wai Kwan, and Mr. Yau-Sing Tang as
compensation for their services rendered to the Company. In addition, on August
8, 2003, the Company approved another director's compensation agreement with Mr.
Jun-Tang Zhao to compensate him for acting as a director and head of project
development in China for a period of two years starting from February 28, 2003
by issuing 1,000,000 shares of the Company's common stock. The director
compensation agreement with Mr. Zhao was terminated on October 27, 2003 and the
remaining director's compensation of $516,668 was expensed immediately in the
three months ended September 30, 2003. In accordance with SFAS 123 and EITF
96-18, the Company has accounted for the directors' compensation based on the
approximate fair market value of the Company's stock for the periods the
services were rendered. For the three months and nine months ended September 30,
2003, the Company expensed $755,437 and $995,970 respectively, as directors'
compensation.

F-21

10. CONSULTING AGREEMENTS

On May 3, 2003, the Company entered into a one-year consulting agreement
with Mr. Patrick J. 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. On May 30, 2003, the Company entered into a one-year
consulting agreement with Mr. Rong-song Ni. 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. On June 26, 2003, the
Company entered into a one-month consulting agreement with Mr. Jason M. Genet
who is primarily focused on identification of potential merger and acquisition
activities and strategic partnership. As consideration for the services
rendered, the Company issued 75,000 shares of common stock to him.

On July 3, 2003 and July 7, 2003, the Company entered into one-year
consulting agreements with each of Mr. Chiu-wing Chiu and Mr. Wai Tam,
respectively. 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 to Mr. Chiu and Mr. Tam, respectively. On September 2, 2003, the
Company entered into another one-year consulting agreement with Mr. Jason M.
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 to him.

F-22

In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 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"), the Company has accounted for the
consulting agreements based on the fair market value of the Company's stock at
the commencement date of the agreement. For the three months and nine months
ended September 30, 2003, the Company expensed $1,543,377 and $2,734,842,
respectively associated with these agreements and recorded deferred consulting
fees of $3,412,735 at September 30, 2003.

11. SHARES ISSUED TO MR. YAU-SING TANG

By a directors' resolution dated August 8, 2003, the Company's board of
directors approved the issuance of 1,200,000 shares of the Company's common
stock to Mr. Yau-Sing Tang for his services rendered in connection with the
acquisition of Solar Touch Limited on February 28, 2003. In accordance with SFAS
123 and EITF 96-18, the Company expensed $744,000 associated with the issuance
of these shares and recorded this expense in "Merger Costs" for the nine months
ended September 30, 2003.

12. SHARES ISSUED IN CONNECTION WITH GRYPHON TRANSACTION

On September 25, 2003, the Company issued 2,758,621 shares of Preferred
Stock to Gryphon Master Fund, L.P. ("Gryphon") for a purchase price of $1.45 per
share and also issued five year warrants to purchase 827,586 shares of Common
Stock at a price per share of $2.18 until September 25, 2008.

13. RELATED PARTY TRANSACTIONS

During the nine month period ended September 30, 2003, the Company did not
have any full-time employees. However, two full-time employees of the Company's
holding company, China Convergent Corporation Limited ("CCCL"), work for the
Company at the direction of CCCL. Their salaries are paid by CCCL.

In addition, the Company shares offices with CCCL. The monthly lease
payments are paid by CCCL.

F-23

c. Financial Statements for Solar Touch Limited for the fiscal year ended
-------------------------------------------------------------------------
December 31, 2002.
- ------------------

Report of Independent Auditors..............................................F-24

Balance Sheets as of December 31, 2002 and 2001.............................F-25

Statements of Operations for the Years Ended December 31, 2002 and 2001.....F-26

Statement of Changes in Stockholders' Equity for the
Years Ended December 2002 and 2001.................................F-27

Statements of Cash Flows for the Years Ended December 31, 2002 and 2001.....F-28

Notes to Financial Statements.......................................F-29 to F-34

F-23

INDEPENDENT AUDITORS' REPORT

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF SOLAR TOUCH LIMITED

We have audited the accompanying balance sheets of Solar Touch Limited as of
December 31, 2002 and 2001, and the related statements of operations, changes in
stockholders' equity, and cash flows for the years ended December 31, 2002 and
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
Baoding Pascali Broadcasting Cable TV Integrated Information Networking Co.,
Limited (Baoding), a joint venture, the investment in which, as discussed in
Note 3 to the financial statements is accounted for by the equity method of
accounting. The investment in Baoding was $7,218,860 and $6,573,413 as of
December 31, 2002 and 2001, respectively, and the equity in its net income was
$645,447 and $753,265 respectively, for the years then ended. The financial
statements of Baoding were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Baoding, is based solely on the report of the other auditors.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Solar Touch Limited as of December 31, 2002 and 2001
and the results of its operations and its cash flows for the years ended
December 31, 2002 and 2001 in conformity with generally accepted accounting
principles in the United States of America.

/s/ Thomas Leger & Co., L.L.P.
- ----------------------------------
Thomas Leger & Co., L.L.P.

Houston, Texas
April 15, 2003

F-24

SOLAR TOUCH LIMITED
BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
(UNITED STATES DOLLARS)

ASSETS
2002 2001
---------- ----------

CURRENT ASSETS
Deferred merger costs $ 20,468 $ --
---------- ----------

Total current assets 20,468 --

Equity investment 7,218,860 6,573,413
---------- ----------

TOTAL ASSETS $7,239,328 $6,573,413
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accrued merger costs $ 20,468 $ --
---------- ----------

Total current liabilities 20,468 --
---------- ----------

STOCKHOLDERS' EQUITY
Common Stock; $1 par value,
50,000 shares authorized; 1,000 and 100 shares
issued and outstanding
1,000 100
Additional paid-in capital 5,874,892 5,875,792
Retained earnings 1,342,968 697,521
---------- ----------

Stockholders' equity 7,218,860 6,573,413
---------- ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,239,328 $6,573,413
========== ==========

The accompanying footnotes are an integral part of these financial statements.

F-25

SOLAR TOUCH LIMITED
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
(UNITED STATES DOLLARS)

2002 2001
----------- -----------

INCOME FROM OPERATIONS $ -- $ --

EQUITY IN EARNINGS ON INVESTMENT 645,447 753,265
----------- -----------

INCOME BEFORE TAX PROVISION 645,447 753,265

INCOME TAX EXPENSE -- --
----------- -----------

NET INCOME $ 645,447 $ 753,265
=========== ===========

The accompanying footnotes are an integral part of these financial statements.

F-26

SOLAR TOUCH LIMITED
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
(UNITED STATES DOLLARS)

Common Stock Additional
------------------------- Paid-in Retained
Shares Amount Capital Earnings Total
----------- ----------- ----------- ----------- -----------

Balance, January 1, 2001 100 $ 100 $ 5,875,792 $ (55,744) $ 5,820,148

Net income -- -- -- 753,265 753,265
----------- ----------- ----------- ----------- -----------

Balance, December 31, 2001 100 100 $ 5,875,792 697,521 6,573,413

Common stock issued
to shareholders 900 900 (900) -- --

Net income -- -- -- 645,447 645,447
----------- ----------- ----------- ----------- -----------

Balance, December 31, 2002 1,000 $ 1,000 $ 5,874,892 $ 1,342,968 $ 7,218,860
=========== =========== =========== =========== ===========

The accompanying footnotes are an integral part of these financial statements.

F-27

SOLAR TOUCH LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2002 AND 2001
(UNITED STATES DOLLARS)

2002 2001
--------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 645,447 $ 753,265
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in earnings on investment (645,447) (753,265)
--------- ---------

Net cash provided by operating activities -- --
--------- ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS -- --
--------- ---------

CASH AND CASH EQUIVALENTS, at beginning of year -- --
--------- ---------

CASH AND CASH EQUIVALENTS, end of year $ -- $ --
========= =========

NON-CASH FINANCING AND INVESTING ACTIVITIES
Deferred and accrued merger costs $ 20,468 $ --
========= =========

The accompanying footnotes are an integral part of these financial statements.

F-28

SOLAR TOUCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS

Solar Touch Limited (the "Company") was incorporated in the British Virgin
Islands on April 26, 1999. The Company owns a 49% equity interest in
Baoding Pascali Broadcasting Cable TV Integrated Information Networking
Co., Limited ("Baoding"). The Company itself has no income and expense
except for the share of equity in earnings of Baoding.

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 Pascali
Multimedia Transmission Networking Co. Limited (the "JV partner"), a
state-owned enterprise established in the PRC, and the Company. Baoding is
to operate for a period of 20 years. Baoding is principally engaged in the
construction and operation of a cable integrated TV transmission network
system in the same area.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
---------------------

The accompanying financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America.

Equity method of accounting
---------------------------

The equity method of accounting is used when the Company has a 20% to 50%
interest in other entities. Under the equity method, original investments
are recorded at cost and adjusted by the Company's share of undistributed
earnings or losses of these entities.

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

The Company accounts for income tax using Statements of Financial
Accounting Standards ("SFAS") No. 109 "Accounting for Income Taxes". SFAS
No. 109 requires an asset and liability approach for financial accounting
and reporting for income taxes and allows recognition and measurement of
deferred tax assets based upon likelihood of realization of tax benefits in
future 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 expire before the Company is able to
realize their benefits, or that future deductibility is uncertain.

F-29

SOLAR TOUCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Use of estimates
----------------

The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Company's management to make
estimates and assumptions that affect the reported amounts in these
accompanying financial statements and notes. Actual amounts could differ
from those estimates.

Recently issued accounting pronouncements
-----------------------------------------

In April 2002, the FASB issued SFAS No. 145: "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". This statement made revisions to the accounting for gains and
losses from the extinguishment of debt, rescinded Statement No. 44, and
required certain lease modifications that have economic effects similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. The Company is required to and will adopt SFAS
No. 145 on January 1, 2002. The adoption of SFAS No. 145 is not expected to
have a material impact on the Company's financial statements.

In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 requires that a liability
for a cost that is associated with an exit or disposal activity be
recognized when the liability is incurred. This standard nullifies the
guidance of EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". Under EITF Issue
No. 94-3, an entity recognized a liability for an exit cost on the date
that the entity committed itself to an exit plan. Under SFAS No. 146, the
FASB concludes that an entity's commitment to an exit plan does not, by
itself, create a present obligation to other parties that meets the
definition of a liability. SFAS No. 146 also establishes that fair value is
the objective for the initial measurement of the liability. SFAS No. 146
will be effective for exit or disposal activities that are initiated after
December 31, 2002. The Company does not expect that this standard will have
a material effect on its financial statements.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial acquisitions of financial institutions, except transactions
between two or more mutual enterprises". The Company does not expect that
this standard will have any effect on its financial statements.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 amends SFAS No. 123
"Accounting for Stock-Based Compensation," to provide alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the

F-30

SOLAR TOUCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

method of accounting for stock-based employee compensation and the effect
of the method used on reported results. SFAS No. 148 is effective for
fiscal years beginning after December 15, 2002. The interim disclosure
provisions are effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002. The
Company does not expect the adoption of SFAS No. 148 to have a material
effect on our financial position, results of operations, or cash flows.

3. EQUITY INVESTMENT

The equity investment represents a 49% equity interest in Baoding, a
company established in the PRC and principally engaged in the construction
and operation of a cable integrated TV transmission network system in the
PRC.

Pursuant to the joint venture agreement and its auxiliary agreement
(collectively the "JV agreement"), the Chinese joint venture partner (the
"JV partner"), which is a state-owned enterprise, contributed certain
assets and liabilities, including the exclusive right to operate cable
broadcasting networks in the city of Baoding and its surrounding areas in
the Province of Hebei, PRC while the Company contributed cash to Baoding
for their respective ownership. It was also agreed that the cash
contributed by the Company was used to purchase certain assets and
liabilities from the JV partner by Baoding.

The financial statements of Baoding were prepared in accordance with
International Accounting Standards issued by the International Accounting
Standards Committee ("IASC") and were audited by an independent certified
public accountants firm in accordance with International Standards on
Auditing. The auditor's reports and financial statements of Baoding
describe a significant working capital deficit as of December 31, 2002 and
2001. However the auditors did not qualify the Baoding financial statements
in this respect and did not state there is a substantial doubt for Baoding
to continue as a going concern. The Company believes Baoding has access to
sufficient working capital. There are no material differences between
International Accounting Standards and generally accepted accounting
principles in the United States of America as it relates to the Baoding
financial statements.

Baoding maintains its books and records in Renminbi ("RMB") the PRC's
currency. Translation of amounts in United States dollars ("US$") has been
made at the single rate of exchange of US$1.00:RMB8.3. No representation is
made that RMB amounts have been or could be, converted into US$ at that
rate. On January 1, 1994, the PRC government introduced a single rate of
exchange as quoted daily by the People's Bank of China (the "Unified
Exchange Rate"). This quotation of exchange rates does not imply free
convertibility of RMB to other foreign currencies. All foreign exchange
transactions continue to take place either through the Bank of China or
other banks authorized to buy and sell foreign currencies at the exchange
rate quoted by the People's Bank of China. Approval of foreign currency

F-31

SOLAR TOUCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

3. EQUITY INVESTMENT CONTINUED

payments by the Bank of China or other institutions requires submitting a
payment application form together with suppliers' invoices, shipping
documents and signed contracts.

As of December 31, 2002 and 2001, the condensed balance sheet of Baoding
was as follows:

2002 2001
----------- -----------

Current assets $ 1,410,691 $ 911,411
Non-current assets 16,753,480 16,761,019
----------- -----------

Total assets $18,164,171 $17,672,430
=========== ===========

Current liabilities $ 3,375,227 $ 3,144,258
Non-current liabilities -- 1,056,467
Capital and reserves 14,788,944 13,471,705
----------- -----------

Total liabilities and equity $18,164,171 $17,672,430
=========== ===========

The results of operations of the Company's equity basis investment in
Baoding are summarized as follows:

2002 2001
----------- -----------

Net sales $ 4,015,958 $ 3,786,489
=========== ===========

Income from operations 1,118,042 1,536,861

Other income 199,197 414
----------- -----------

Income before tax provision 1,317,239 1,537,275
----------- -----------

Income tax -- --
----------- -----------

Net income $ 1,317,239 $ 1,537,275
=========== ===========

The Company's equity in earnings of Baoding (49%) $ 645,447 $ 753,265
=========== ===========

F-32

SOLAR TOUCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

4. INCOME TAXES

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

The Company provides for deferred income taxes using the liability method,
by which deferred income taxes are recognized for all significant temporary
differences between the tax and financial statement bases of assets and
liabilities. The tax consequences of those differences are classified as
current or non-current based upon the classification of the related assets
or liabilities in the financial statements. No provision for deferred
taxation has been made, as there is no temporary difference at the balance
sheet date.

5. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

Baoding's operations are conducted in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced
by the political, economic and legal environments in the PRC, and by the
general state of the PRC economy.

Baoding's operations in the PRC are subject to special considerations and
significant risks not typically associated with companies in North America
and Western Europe. These include risks associated with, among others, the
political, economic and legal environments and foreign currency exchange.
Its results may be adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with
respect to laws and regulations, anti-inflationary measures, currency
conversion and remittance abroad, and rates and methods of taxation, among
other things.

6. SUBSEQUENT EVENTS

Reverse merger
--------------

On November 1, 2002, and amended February 21, 2003, the Company entered
into a reverse merger agreement (subject to certain conditions) with Nova
International Films, Inc. (Nova). Pursuant to the Share Exchange Agreement,
on February 28, 2003, Nova acquired all of the issued and outstanding
shares of the Company. As consideration for the Company's shares, Nova
issued 49,567,002 shares of its common stock.

F-33

SOLAR TOUCH LIMITED
NOTES TO THE FINANCIAL STATEMENTS

6. SUBSEQUENT EVENTS CONTINUED

Consulting agreements
----------------------

The Company entered into one-year consulting agreements with GCA Consulting
Limited (GCA) and Orient Financial Services, Inc. (Orient)that commenced on
the closing date of the above Share Exchange Agreement. The services to be
rendered include consultation and advisory services relating to
administrative and corporate development of Nova and other managerial
assistance as mutually agreed upon between the parties hereto. As
consideration for the services to be rendered, Nova will issue 2,960,931
and 1,800,000 shares of common stock to Gland Orient, respectively.

Option Agreement
----------------

On February 28, 2003, Nova granted an option to DSS Associates, Carter
Fleming International Ltd, Grand Unison Ltd., and Emerging Growth Partners,
Inc. (the "Optionees") to purchase an aggregate of 4,750,000 shares of
common stock in Nova for $50,000. The optionees facilitated the acquisition
of the Company by Nova. The options and stock issued to the consultants
above will be valued in accordance with the United States generally
accepted accounting principles as determined by the Financial Accounting
Standards Board's statements and interpretations.

F-34

CHINA CABLE AND COMMUNICATION, INC.

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

Selling Stockholder Prospectus

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

PART II

Item 24. Indemnification Of Directors And Officers

Our Certificate of Incorporation includes provisions, which limit the
liability of our directors. As permitted by applicable provisions of the
Delaware Law, directors will not be liable to CCCI for monetary damages arising
from a breach of their fiduciary duty as directors in certain circumstances.
This limitation does not affect liability for any breach of a director's duty to
CCCI or our stockholders (i) with respect to approval by the director of any
transaction from which he or she derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that the
director believes to be contrary to the best interests of CCCI or our
stockholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern or inattention that
amounts to an abdication of his or her duty to CCCI or our stockholders, or that
show a reckless disregard for duty to CCCI or our stockholders in circumstances
in which he or she was, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to CCCI or our
stockholders, or (iii) based on transactions between CCCI and our directors or
another corporation with interrelated directors or based on improper
distributions, loans or guarantees under applicable sections of Delaware Law.
This limitation of directors' liability also does not affect the availability of
equitable remedies, such as injunctive relief or rescission.

The Company has been advised that it is the position of the Commission that
insofar as the provision in CCCI's Certificate of Incorporation, as amended, may
be invoked for liabilities arising under the Securities Act, the provision is
against public policy and is therefore unenforceable.

Item 25. Other Expenses Of Issuance And Distribution

The Company is not issuing any Common Stock under this Registration
Statement. All Common Stock registered pursuant to this Registration Statement
is being registered on behalf of selling stockholders. The Company has agreed to
pay all costs of this Registration Statement. The estimated expenses for the
distribution of the Common Stock registered hereby, other than underwriting
commissions, fees and Representative's nonaccountable expense allowance are set
forth in the following table:

Item Amount
---- ------
SEC Registration Fee $ 425
Transfer Agent Fees 500
Legal Fees 20,000
Accounting Fees 45,000
Printing and Engraving Costs 1,500
Miscellaneous 1,000
-------
Total $68,425
=======

Item 26. Recent Sales Of Unregistered Shares

All such issuances were made pursuant to Section 4(2) of the Securities Act
and pursuant to Regulation D promulgated thereunder.

During the past three years, we effected the following transactions in
reliance upon exemptions from registration under the Securities Act. Unless
stated otherwise; (i) that each of the persons who received these unregistered
securities had knowledge and experience in financial and business matters which
allowed them to evaluate the merits and risk of the receipt of these securities,
and that they were knowledgeable about our operations and financial condition;
(ii) no underwriter participated in, nor did we pay any commissions or fees to
any underwriter in connection with the transactions; (iii) the transactions did
not involve a public offerings; and (iv) each certificate issued for these
unregistered securities contained a legend stating that the securities have not
been registered under the Act and setting forth the restrictions on the
transferability and the sale of the securities. All of the following issuances
were made pursuant to Section 4(2) of the Securities Act and pursuant to
Regulation D promulgated thereunder.

On February 28, 2003, we issued 49,567,002 shares of our Common Stock as
consideration for the acquisition of all of the issued and outstanding equity
interests of Solar Touch Limited. These shares were issued to two parties
located in the People's Republic of China. In addition, we also issued 4,760,931
shares to the Sellers' financial consultants. The consideration for the
acquisition was determined through arms length negotiations between the
management of the Company and the Sellers.

receive 30,000 shares of Common Stock per month for serving as a Director. The
Director's Compensation Agreement terminates upon the earlier of February 28,
2005 or the date on which Mr. Tang no longer serves as a Director.

George Raney is a Director and Senior Vice President of Corporate
Development of the Company. Mr. Raney and the Company entered into a Director's
Compensation Agreement dated February 28, 2003 pursuant to which Mr. Raney will
receive 7,000 shares of Common Stock per month for serving as a Director. The
Director's Compensation Agreement terminates upon the earlier of February 28,
2005 or the date on which Mr. Tang no longer serves as a Director.

On May 3, 2003, the Company entered into a one-year consulting agreement
with Mr. Patrick J. Ko. 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.
On May 30, 2003, the Company entered into a one-year consulting agreement with
Mr. Rong-song Ni. 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. On
June 26, 2003, the Company entered into a one-month consulting agreement with
Mr. Jason M. Genet. As consideration for the services rendered, the Company
issued 75,000 shares of common stock.

During the six months ended June 30, 2003, compensation to three of our
directors, Mr. George Raney, Mr. Yau-Sing Tang and Mr. Raymond Ying-Wai Kwan,
were paid by the issuance of 196,000 shares in lieu of cash. In addition,
1,575,000 shares of our Common Stock were issued to three consultants as payment
for their consulting services rendered to the Company.

On August 8, 2003, the Company issued 1,000,000 shares to Mr. Jun Tang
Zhou, a director of the Company, in consideration of services as a director of
the Company, pursuant to his Director Compensation Agreement.

On August 8, 2003, the Company issued 1,200,000 shares of Common Stock to
Mr. Yau-Sing Tang, a director and officer of the Company, in consideration of
services rendered in connection with the Company's acquisition of Solar Touch
Limited, in February, 2003.

On September 25, 2003, the Company issued 2,758,621 shares of Preferred
Stock to Gryphon Master Fund, L.P. for a purchase price of $1.45 per share and
also issued five year warrants to purchase 827,586 shares of Common Stock at a
price per share of $2.18 until September 25, 2008.

On September 25, 2003, the Company issued 18,391 shares of restricted
Common Stock and warrants to purchase 91,954 shares of Common Stock at a price
per share of $2.18 until September 25, 2008 as a finder's fee to the party that
introduced Gryphon to the Company

All such issuances were made pursuant to Section 4(2) of the Securities Act
and pursuant to Regulation D promulgated thereunder.

Item 27. Exhibits

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 Directors Compensation Agreement. (4)

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

5.1 Opinion and Consent of Patton Boggs LLP.*

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

10.1 Joint Venture Agreement dated July 23, 1999 by and between
Solar Touch Limited and Baoding Pascali Broadcasting Cable
TV Integrated Information Networking Company Limited. (3)

10.2 Securities Purchase Agreement dated September 25, 2003
between the Registrant and Gryphon Master Fund, L.P.(5)

10.3 Warrant For Purchase Of Common Stock dated September 25,
2003 to Gryphon Master Fund, L.P. (5)

10.4 Registration Rights Agreement dated September 25, 2003
between the Registrant and Gryphon Master Fund, L.P. (5)

21.1 Subsidiaries of the Registrant.*

23.1 Consent of Glasser & Haims, P.C. Filed herewith.

23.2 Consent of Weinberg & Co., P.A. Filed herewith.

23.3 Consent of Thomas Leger & Co., L.L.P. Filed herewith.

24 Power of Attorney (included in Part II of Registration
Statement)*

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

* Previously filed.

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

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

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

Item 28. Undertakings.

We hereby undertake to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the
Securities Act;

(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a) and (b) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by us pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

In addition, we hereby undertake:

(a) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and

(b) To remove from registration by means of a post-effective amendment any
of the securities being registered, which remain, unsold at the
termination of the offering.

We hereby undertake that, for purposes of determining any liability under
the Securities Act, each filing of our annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers, and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission this indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by a director, officer or
controlling person of ours in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form SB-2 and has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

CHINA CABLE AND COMMUNICATION, INC.

By: /s/ Raymond Ying-Wai Kwan
--------------------------------
Name: Raymond Ying-Wai Kwan
Dated: December 4, 2003 Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

/s/ Raymond Ying-Wai Kwan Dated: December 4, 2003
- ----------------------------------
Raymond Ying-Wai Kwan
Chief Executive Officer and
Director

/s/ Yau-Sing Tang Dated: December 4, 2003
- ----------------------------------
Yau-Sing Tang
President and
Chief Financial Officer

- ----------------------------------
Jun-Tang Zhao
Director

/s/ Raymond Ying-Wai Kwan* Dated: December 4, 2003
- ----------------------------------
George Raney
Director and Senior Vice
President of Corporate Development

/s/ Da-Xing Zhang Dated: December 4, 2003
- ----------------------------------
Da-Xing Zhang
Depute chairman of the Board

/s/ Kai-Jun Yang Dated: December 4, 2003
- ----------------------------------
Kai-Jun Yang
Chairman of the Board

/s/ Hong-Tao Li Dated: December 4, 2003
- ----------------------------------
Hong-Tao Li
Director, Chief Operating Officer
and Vice President of Project
Development

/s/ Yong-Xiang Chen Dated: December 4, 2003
- ----------------------------------
Yong-Xiang Chen
Director

* As attorney in fact