SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

CHINA CABLE AND COMMUNICATION, INC.
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(Exact name of registrant as specified in its charter)

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

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

2005 Stock Compensation Plan
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(Full title of the plan)

Kevin Leung, Esq.
Richardson & Patel LLP
10900 Wilshire Blvd. Suite 500
Los Angeles, CA 90024
310-208-1182

CALCULATION OF REGISTRATION FEE
- ---------------------------------------- ----------------- ------------------ --------------------- -----------------
Proposed maximum Proposed maximum
Title of Securities to be registered Amount to be offering price aggregate offering Amount of
registered (1) per share (2) price(2) registration fee
- ---------------------------------------- ----------------- ------------------ --------------------- -----------------

Common Stock, par value $0.00001 per 15,000,000 0.095 1,425,000 167.72
share
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(1) 15,000,000 shares of common stock of China Cable and Communication, Inc are
being registered for issuance pursuant to the 2005 Stock Compensation Plan.
Pursuant to General Instruction E to Form S-8, the registration fee is
calculated only with respect to such shares.

(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
purposes of calculating the amount of the registration fee, based upon the
average of the high and low prices reported on the Over-The-Counter Electronic
Bulletin Board of the National Association of Securities Dealers, Inc. on
September 7, 2005.

EXPLANATORY NOTES

China Cable and Communication, Inc has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), for the purpose of:

Registering 15,000,000 shares of the Registrant's common stock, par value
$0.00001 per share, issuable pursuant to the 2005 Stock Compensation Plan (the
"Plan").

Including a reoffer prospectus for the selling shareholders. The reoffer
prospectus is filed as part of the Registration Statement on Form S-8 and has
been prepared in accordance with the requirements of Part I of Form S-3 and may
be used for reofferings and resales of up to 15,000,000 shares of common stock
by the selling shareholders.

CHINA CABLE AND COMMUNICATION, INC.

FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
REQUIRED BY PART I OF FORM S-3

Form S-3 Item Number Location/Heading in Prospectus

1. Forepart of Registration Statement and Outside Cover page
Front Cover page of Prospectus

2. Inside Front and Outside Back Cover Page of Table of Contents
Prospectus

3. Summary Information, Risk Factors and Ratio of The Company; Risk Factors
Earnings to Fixed Charges

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Not applicable

6. Dilution Not applicable

7. Selling Security Holder Selling Security Holder

8. Plan of Distribution Plan of Distribution

9. Description of Securities to be Registered Not Applicable

10. Interests of Named Experts and Counsel Not Applicable

11. Material Changes Not Applicable

12. Incorporation of Certain Information Documents Incorporated by Reference

13. Disclosure of Commission Position on Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities for Securities Act Liabilities

Prospectus

China Cable and Communication, Inc.
15,000,000 Shares of Common Stock

This prospectus relates to the reoffer and resale by the selling
shareholders, identified below in the section entitled "The Selling
Shareholders," of up to 15,000,000 shares of common stock, $.00001 par value per
share, of China Cable and Communication, Inc. (the "Shares"). The selling
shareholders may sell the stock from time to time in the over-the-counter market
at the prevailing market price or in negotiated transactions. The selling price
of the shares will be determined by market factors at the time of their resale.

The shares are issuable to the selling shareholders under the China
Cable and Communication, Inc. 2005 Stock Compensation Plan as compensation for
its employees or consultants. All net proceeds from the reoffer or resale of the
shares of common stock offered by this prospectus will go to the selling
shareholders. We will not receive any proceeds from such sales.

Our common stock is quoted on the Over-the-Counter Electronic Bulletin
Board under the symbol CCCI.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by us or the
Selling Shareholder. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of these securities
by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create an implication
that the information contained herein is correct as of any time subsequent to
the date hereof.

The date of this prospectus is September 8, 2005.
---------------------

Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The selling
stockholders are not offering these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front page of this
prospectus.

Some of the statements contained in this prospectus, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and may involve a number of risks and
uncertainties. The safe harbors of forward-looking statements provided by
Section 21E of the Securities Exchange Act of 1934 are unavailable to issuers of
penny stock. Our shares may be considered penny stock and such safe harbors set
forth under the Reform Act may not be available to us. Actual results and future
events may differ significantly based upon a number of factors more thoroughly
described in the "Risk Factors" section.

Please do not put undue reliance on these forward-looking statements,
which speak only as of the date of this prospectus. In this prospectus, we refer
to China Cable and Communciation, Inc. as the "Company", "we" or "CCCI".

TABLE OF CONTENTS

Page
----

THE COMPANY 1

RISK FACTORS 2

USE OF PROCEEDS 8

SELLING SECURITY HOLDERS 8

PLAN OF DISTRIBUTION 9

DOCUMENTS INCORPORATED BY REFERENCE 10

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES 11

WHERE YOU CAN FIND ADDITIONAL INFORMATION 12

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. From February 2003, as a result of a
reverse merger, the Company, through its wholly-owned subsidiary, Broadway
Offshore Limited ("Broadway Offshore"), which was incorporated under the laws of
the British Virgin Islands, has owned 49% of the issued and outstanding shares
of capital stock on a fully diluted basis of Baoding Pascali Broadcasting Cable
Television Integrated Information Networking Co., Ltd. (the "Joint Venture").
The Joint Venture is a Sino-foreign joint venture established in the People's
Republic of China (the "PRC"), between Broadway Offshore and Baoding Pascali
Multimedia Transmission Networking Co., Ltd. ("Baoding Multimedia"), which is a
subsidiary of Baoding Pascali Group Co., Ltd., a Chinese state-owned enterprise.

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

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

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

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

The board of directors of the Joint Venture currently has nine members,
five of whom were appointed by the Company. Pursuant to the Amended JV Agreement
dated December 29, 2003, Broadway Offshore has the right to appoint five of the
nine members of the Board of the Joint Venture. Through those five appointed
directors, the Company has obtained control of the board of directors of the
Joint Venture and the Company's Board of Directors has filled key management
positions at the Joint Venture, including Chief Financial Officer and General
Manager, with persons affiliated with the Company. As a foreign investor, the
Company, through its predecessor, has become the single largest interest holder
of the Joint Venture and has actively participated in the management of the
Joint Venture.

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

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

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

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. Although we hold five out of nine board seats and control the
Board of Directors of Baoding, the day-to-day operation of Baoding still relies
on cooperation from our Chinese Joint Venture partner. It is critical that we
maintain a good working relationship and understanding with our Chinese Joint
Venture partner.

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

NEW DEVELOPMENTS AND ACQUISITIONS MAY FAIL TO CLOSE OR TO PERFORM AS WE EXPECT.

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

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

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

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

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

o difficulties integrating the operations and personnel of acquired
companies;

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

o the potential disruption of our business;

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

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

o the potential loss of key employees of acquired companies;

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

o significant expenditures to consummate acquisitions.

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

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 September 7, 2005, Kingston Global Co., Ltd. ("Kingston") owned
approximately 63.48% of our Company's issued Common Stock. Kingston is a wholly
owned subsidiary of Faithful Union Limited ("FUL"). Mr. Hong Tao Li, a Director
of the Company and CCCL, owns 100% of FUL. As a result, Mr. Li can exercise
substantial influence over our affairs.

WE MAY BECOME SUBJECT TO LEGAL DISPUTES THAT COULD HARM OUR BUSINESS.

The Company is not a party to any pending or, to the best of our knowledge, any
threatened legal proceedings, and 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.

On June 20, 2005, an agreed judgment was entered against the Company in Gryphon
Master Fund, L.P. v. China Cable and Communication Inc. (U.S. District Court,
Northern District of Texas, Dallas Division - Cause No. 3:O4cvl6l7B).

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

IT MAY BE DIFFICULT TO SERVE US WITH LEGAL PROCESS OR ENFORCE JUDGMENTS AGAINST
OUR MANAGEMENT OR US.

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

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

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

THE CHINESE GOVERNMENT COULD CHANGE ITS POLICIES TOWARD PRIVATE ENTERPRISE OR
EVEN NATIONALIZE OR EXPROPRIATE IT, WHICH COULD RESULT IN THE TOTAL LOSS OF OUR
INVESTMENT IN THAT COUNTRY.

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

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

IF RELATIONS BETWEEN THE UNITED STATES AND CHINA WORSEN, OUR STOCK PRICE MAY
DECREASE AND WE MAY HAVE DIFFICULTY ACCESSING U.S. CAPITAL MARKETS.

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

CHINA'S ECONOMIC, POLITICAL AND SOCIAL CONDITIONS AS WELL AS GOVERNMENT POLICIES
COULD AFFECT OUR BUSINESS.

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

o Government involvement;

o Level of development;

o Growth rate;

o Control of foreign exchange; and

o Allocation of resources.

The economy of China has been transitioning from a planned economy to a more
market-oriented economy. Although in recent years the PRC government has
implemented measures emphasizing the utilization of market forces for economic
reform, the reduction of state ownership of productive assets and the
establishment of sound corporate governance in business enterprises, a
substantial portion of productive assets in China is still owned by the Chinese
government. In addition, the Chinese government continues to play a significant
role in regulating industry by imposing industrial policies. It also exercises
significant control over China's economic growth through the allocation of
resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular
industries or companies.

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

o Changes in the rate or method of taxation;

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

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

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

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

GOVERNMENT CONTROL OF CURRENCY CONVERSION AND FUTURE MOVEMENTS IN EXCHANGE RATES
MAY ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.

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

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

THE CHINESE LEGAL SYSTEM IS NOT FULLY DEVELOPED AND HAS INHERENT UNCERTAINTIES
THAT COULD LIMIT THE LEGAL PROTECTIONS AVAILABLE TO YOU.

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

WE MAY EXPERIENCE LENGTHY DELAYS IN RESOLUTION OF LEGAL DISPUTES.

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

Risk Related To An Investment In The Company

THERE IS A LIMITED PUBLIC MARKET FOR SHARES OF OUR COMMON STOCK, AND TEH MARKET
PRICE FOR OUR COMMON STOCK MAY BE SUJECT TO VOLATILITY.

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

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

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

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

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

THERE MAY BE RESALE RESTRICTIONS WITH RESPECT TO THE SHARES.

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

USE OF PROCEEDS

We will not receive any proceeds from the sale of the Shares by the
selling security holders. Should any of the selling shareholders holding stock
options choose, in their sole discretion, to exercise any of their stock
options, we would receive the proceeds from the exercise price. We intend to use
the proceeds from the exercise of stock options by the selling shareholders for
working capital and general corporate purposes.

SELLING SECURITYHOLDERS

At the date of this prospectus, we do not know the names of persons who intend
to resell shares of Common Stock acquired pursuant to the 2005 Stock
Compensation Plan. The Selling Stockholders will be either employees,
consultants or insiders of CCCI or its subsidiaries who have been or may be
awarded shares of Common Stock under the 2005 Stock Compensation
Plan. We will supplement this prospectus with the names of the Selling
Stockholders and the amount of shares of Common Stock to be reoffered by them as
that information becomes known and is required by the Securities Act.

PLAN OF DISTRIBUTION

Each selling shareholder is free to offer and sell his or her common
stock at such times, in such manner and at such prices as he or she may
determine. As used in this prospectus, "Selling Shareholders" includes the
pledgees, donees, transferees or others who may later hold the Selling
Shareholders' interests in our common stock. We will pay the costs and fees of
registering the common stock, but each Selling Shareholders will pay their own
brokerage commissions, discounts or other expenses relating to the sale of the
common shares. We will not receive the proceeds from the sale of the shares by
the Selling Shareholders, except in the event that a selling shareholder
exercises any warrants. Although the Selling Shareholders are not required to
exercise the stock options, if they do so we will receive the proceeds from the
exercise.

The Selling Shareholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling Shareholders may use any one or more of
the following methods when selling shares:

* ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

* block trades in which the broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;

* purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;

* an exchange distribution in accordance with the rules of the applicable
exchange;

* privately negotiated transactions;

* broker-dealers may agree with the Selling Shareholders to sell a specified
number of such shares at a stipulated price per share;

* a combination of any such methods of sale; and

* any other method permitted pursuant to applicable law.

The Selling Shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. Broker-dealers
engaged by the Selling Shareholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Shareholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Shareholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.

The Selling Shareholders may from time to time pledge or grant a
security interest in some or all of the shares or common stock or warrants owned
by them and, if they default in the performance of their secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock
from time to time under this prospectus, or under an amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act, amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus.

The Selling Shareholders may also transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

The Selling Shareholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. 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 deemed to be underwriting
commissions or discounts under the Securities Act. The Selling Shareholders have
informed us that none of them have any agreement or understanding, directly or
indirectly, with any person to distribute the common stock.

We are required to pay all fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the Selling
Shareholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a) The following documents are hereby incorporated by reference into this
prospectus:

(1) The Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004, that the Registrant filed with the Commission (the
"Commission") on May 16, 2005, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have been
filed.

(2) The Quarterly Report for the period ended June 30, 2005,
filed by the registrant with the Securities and Exchange Commission on Form
10-QSB on August 17, 2005.

(3) The Quarterly Report for the period ended March 31, 2005,
filed by the registrant with the Commission on Form 10-QSB on June 21, 2005.

(4) The Current Report dated September 1, 2005, filed by the
registrant with the Commission on fo 8-k on September 2005,

(5) A description of the Registrant securities contained in
the Registration Statement on Form SB-2 filed with the Commission on November
12, 2003 as amended on December 8, 2003.

(b) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering shall be deemed to be incorporated by reference into
this prospectus.

(c) The Registrant shall provide to each person, including any beneficial owner,
to whom a prospectus is delivered, a copy of any or all of the information that
has been incorporated by reference in the prospectus but not delivered with the
prospectus. After receiving a written or oral request for such information, the
Registrant shall provide this information to the requester at no charge. To
request such information, please write to Kevin Leung, Esq. Richardson & Patel
LLP, 10900 Wilshire Blvd. Suite 500 Los Angeles, CA 90024

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation to provide in its certificate of incorporation that a
director of the corporation will not be held personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) any transaction from which the director derived an improper
personal benefit.

Section 145(a) of the DGCL allows a Delaware corporation to indemnify
any person who was or is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) because that person is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another entity, against
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL allows a Delaware corporation to indemnify
any person who was or is a party to, or is threatened to be made a party to, any
threatened, pending or completed action or suit by or in the right of the
corporation seeking a judgment in favor of the corporation by reason of the fact
that such person acted in his or her capacity as a director, officer, employee
or agent of the corporation or at the request of the corporation as a director,
officer, employee or agent of another entity, against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of the action or suit if such person acted under standards set forth above.
However, no company may indemnify a person who has been found to be liable to
the corporation in any claim, issue or matter unless and to the extent that the
court in which such action or suit was brought determines that, despite the
finding of liability, such person is fairly and reasonably entitled to be
indemnified for those expenses which the court deems proper.

Section 145 of the DGCL further provides that, to the extent a present
or former director or officer of a Delaware corporation has been successful in
the defense of any action, suit or proceeding referred to in subsections 145(a)
and (b) or in the defense of any claim, issue or matter therein, such person
shall be indemnified against expenses actually and reasonably incurred by such
person in connection with the defense of that claim, issue or matter. Section
145 is not deemed to be exclusive of other forms of indemnification that the
corporation may wish to provide, and the corporation may choose to purchase and
maintain insurance on behalf of its directors and officers against any liability
claimed against such an individual due to his or her position as a director or
officer and any actions taken in that capacity, regardless of whether or not the
corporation would have the power to indemnify such persons against liabilities
under Section 145.

The Company's Certificate of Incorporation and Bylaws include
provisions, which limit the liability of its directors. As permitted by
applicable provisions of the Delaware Law, directors will not be liable to the
Company 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 the Company or its 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 the Company or its 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 the Company or its stockholders, or that show a reckless disregard for
duty to the Company or its 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 the Company or is stockholders; or (iii)
based on transactions between the Company and its 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 provisions of our Bylaws and Certificate of Incorporation regarding
indemnification are not exclusive of any other right of to indemnify or
reimburse our officers or directors in any proper case, even if not specifically
provided for in our charter or Bylaws. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual and quarterly reports with the U.S. Securities and
Exchange Commission (SEC). In addition, we file additional reports for matters
such as material developments or changes within us, changes in beneficial
ownership of officers and director, or significant shareholders. These filings
are a matter of public record and any person may read and copy any materials we
file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an Internet site at http://www.sec.gov that contains reports, proxy
and information statements, and other information regarding issuers, including
us, that file electronically with the SEC. We are not required to deliver an
annual report with this prospectus, nor will we do so. However, you may obtain a
copy of our annual report, or any of our other public filings, by contacting us
or from the SEC as mentioned above.

This prospectus constitutes a part of a registration statement on Form
S-8 filed by us with the Commission under the Securities Act of 1933. As
permitted by the rules and regulations of the Commission, this prospectus omits
certain information that is contained in the registration statement. We refer
you to the registration statement and related exhibits for further information
with respect to us and the securities offered. Statements contained in the
prospectus concerning the content of any documents filed as an exhibit to the
registration statement (or otherwise filed with the Commission) are not
necessarily complete. In each instance you may refer to the copy of the filed
document. Each statement is qualified in its entirety by such reference.

No person is authorized to give you any information or make any
representation other than those contained or incorporated by reference in this
prospectus. Any such information or representation must not be relied upon as
having been authorized. Neither the delivery of this prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in our affairs since the date of the prospectus.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are hereby incorporated by reference
into this Registration Statement:

(2) The Quarterly Report for the period ended June 30, 2005,
filed by the registrant with the Securities and Exchange Commission on Form
10-QSB on August 17, 2005.

(3) The Quarterly Report for the period ended March 31, 2005,
filed by the registrant with the Commission on Form 10-QSB on June 21, 2005.

(4) The Current Report dated September 1, 2005, filed by the
registrant with the Commission on Form 8-k on September 8, 2005.

(5) A description of the Registrant securities contained in
the Registration Statement on Form SB-2 filed with the Commission on November
12, 2003, as amended on December 8, 2003.

(6) In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the date
of filing of such documents.

Item 4. Description of Securities.

Not applicable. The class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel.

Richardson & Patel, LLP has given an opinion on the validity
of the securities being registered hereunder. Erick Richardson and Nimish Patel,
principals in the law firm, are eligible to receive shares of the Company's
common stock pursuant to this Form S-8 registration statement.

Item 6. Indemnification of Directors and Officers.

See the "Disclosure of Commission Position on Indemnification
for Securities Act Liabilities" in the Prospectus for the indemnification
provisions of the Delaware General Corporation Law and the Registrant's Articles
of Incorporation, as amended, and Bylaws.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4. 2005 Stock Compensation Plan

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5. Opinion regarding legality
23.1 Consent of Grobstein, Horwath & Company LLP
23.2 Consent of Richardson & Patel LLP (included in
Exhibit 5)

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement (1) 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; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, 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 (3) 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.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant 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, the registrant will, unless in the opinion of its 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 Act and will be governed by the final adjudication of
such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Beijing, the People's Republic of China, on this 6th day of
September, 2005

CHINA CABLE AND COMMUNICATIONS, INC.
a Delaware Corporation

/s/ Raymond Ying-Wai Kwan
By: Raymond Ying-Wai Kwan
Its: CEO

Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Dated: September 6, 2005 /s/ Raymond Ying-Wai Kwan
Raymond Ying-Wai Kwan,
Chief Executive Officer & Director

Dated: September 6, 2005 /s/ Yau-Sing Tang
Yau-Sing Tang, Chief Financial Officer

Dated: September 6,2005 /s/ George Raney
George Raney, Director, Sr. VP Corporate
Development

Dated: September 6, 2005 /s/ Da-Xiang Zhang
Da-Xiang Zhang, Deputy Chairman of the Board

Dated: September 6, 2005 /s/ Kai-Jun Yang
Kai-Jun Yang, Chairman of the Board

Dated: September 6, 2005 /s/ Hong-Tao Li
Hong-Tao Li, Director, COO, VP Project
Development

Dated: September 6, 2005 /s/ Yong-Xiang Chen
Yong-Xiang Chen, Director

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