UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10−Q
 (Mark
One)
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended: March 31, 2009
 
  ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from ____________ to _____________
 
 Commission
File Number: 000-53068
 
 CHINA FUHUA NEW MATERIAL
HOLDINGS, INC.
 (Exact
Name of Registrant as Specified in Its Charter)
 
 Delaware
                  
                  26-1702241(State
      or other jurisdiction of incorporation
                    ororganization)
                  
                  (I.R.S.
      Employer Identification
No.)
 
 9595
Wilshire Blvd., Suite 900
 Beverly Hills, CA
90212
 (Address
of principal executive offices, Zip Code)
 
 310-300-8418
 (Registrant’s
telephone number, including area code)
  (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No  ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈ No x
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer ̈
                  Accelerated filerxNon-accelerated
      filer   ̈(Do not check if a
      smaller reporting company)
                  Smaller
      reporting company  ̈
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No  ̈
 
 The
number of shares outstanding of each of the issuer’s classes of common stock, as
of May 12, 2009 is as follows:
  Class
      of Securities
                
                Shares
      OutstandingCommon
      Stock, $0.001 par value
                
                5,000,000
  
  TABLE
OF CONTENTS
 
 PART
      IFINANCIAL
      INFORMATIONITEM
      1.
                                                  FINANCIAL
      STATEMENTS
                                                  
                                                  2ITEM
      2.
                                                  MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                                  
                                                  9ITEM
      3.
                                                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                                  
                                                  12ITEM
      4.
                                                  CONTROLS
      AND PROCEDURES
                                                  
                                                  12PART
      IIOTHER
      INFORMATIONITEM
      1.
                                                  LEGAL
      PROCEEDINGS
                                                  
                                                  13ITEM
      1A.
                                                  RISK
      FACTORS
                                                  
                                                  13ITEM
      2.
                                                  UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
                                                  
                                                  13ITEM
      3.
                                                  DEFAULTS
      UPON SENIOR SECURITIES
                                                  
                                                  13ITEM
      4.
                                                  SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                                  
                                                  13ITEM
      5.
                                                  OTHER
      INFORMATION
                                                  
                                                  13ITEM
      6.
                                                  EXHIBITS
                                                  
                                                  13
  
  PART
I
 
 FINANCIAL
INFORMATION
  ITEM
      1.
              FINANCIAL
      STATEMENTS.
  CHINA
FUHUA NEW MATERIAL HOLDINGS, INC.
 (A
Development Stage Enterprise)
 
 INDEX
TO FINANCIAL STATEMENTS
 
 PageBalance
      Sheets as of March 31, 2009 (Unaudited) and as of December 31, 2008
      (Audited)
                  
                  3Statements
      of Operations for the Three Months Ended March 31, 2009 and March 31, 2008
      and for the cumulative period from inception (January 8, 2008) to March
      31, 2009 (Unaudited)
                  
                  4Statement
      of Stockholders’ Deficit for the cumulative period from inception (January
      8, 2008) to March 31, 2009 (Unaudited)
                  
                  5Statements
      of Cash Flows for the Three Months Ended March 31, 2009 and March 31, 2008
      and for the cumulative period from inception (January 8, 2008) to March
      31, 2009 (Unaudited)
                  
                  6Notes
      to Financial Statements (Unaudited)
                  
                  7
  2
  CHINA
FUHUA NEW MATERIAL HOLDINGS, INC.
 (A
Development Stage Enterprise)
 BALANCE
SHEETS
 
 March 31, 2009
                                            (unaudited)
                                          
                                          
                                          December 31,
                                            2008Assets:
                                          
                                          $Current
      Assets:Cash
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Total
      Current Assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -TOTAL
      ASSETS
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -LIABILITIES
      AND STOCKHOLDER’S EQUITY:Commitment
      and contingencies
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Stockholder’s
      equity:Common
      stock, $.001 par value, authorized 100,000,000 shares 5,000,000 issued and
      outstanding
                                          
                                          
                                          5,000
                                          
                                          
                                          
                                          5,000Additional
      paid in capital
                                          
                                          
                                          3,000
                                          
                                          
                                          
                                          3,000Deficit
      accumulated during the development stage
                                          
                                          
                                          (8,000
                                          )
                                          
                                          
                                          (8,000
                                          )Total
      Stockholder’s equity
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -TOAL
      LIABILITIES AND STOCKHOLDER’S DEFICIT
                                          
                                          $
                                          -
                                          
                                          
                                          
                                          -
  The
accompanying notes are an integral part of these financial
statements.
  3
  CHINA
FUHUA NEW MATERIAL HOLDINGS, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF OPERATIONS
 (Unaudited)
 
 Income
                  
                  For the Three
                    months ended
                    March 31, 2009
                  
                  
                  For the Three
                    months ended
                    March 31, 2008
                  
                  
                  For the period
                    January 8, 2008
                    (Inception) through
                    March 31, 2009Revenue
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -Expenses
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -General
      and Administrative
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,000TOTAL
      EXPENSES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,000Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (8,000
                  )Net
      loss per share (basic and diluted)
                  
                  
                  (.00
                  )
                  
                  
                  (.00
                  )
                  
                  
                  (.00
                  )Weighted
      average shares outstanding (basic and diluted)
                  
                  
                  5,000,000
                  
                  
                  
                  5,000,000
                  
                  
                  
                  5,000,000
  The
accompanying notes are an integral part of these financial
statements.
  4
  CHINA
FUHUA NEW MATERIAL HOLDINGS, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF STOCKHOLDER’S DEFICIT
 For
the period from January 8, 2008 (Inception) to March 31, 2009
 (Unaudited)
 
 Common
      StockNumber
      of
                        Shares
                      
                      
                      Amount
                      
                      
                      Additional
                        Paid
      in
                        Capital
                      
                      
                      Accumulated
                        (Deficit)
                        During
      the
                        Development
                        Stage
                      
                      
                      Total
                        Stockholder’s
                        DeficitInception  -
      January 8, 2008
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      -
                      
                      
                      $
                      -Issuance
      of shares to founder
                      
                      
                      5,000,000
                      
                      
                      
                      5,000
                      
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      5,000Net
      Loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (8,000
                      )Additional
      Paid In Capital
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,000
                      
                      
                      
                      
                      
                      
                      
                      3,000Balance
      December 31, 2008
                      
                      
                      5,000,000
                      
                      
                      
                      5,000
                      
                      
                      
                      3,000
                      
                      
                      
                      (8,000
                      )
                      
                      
                      —Net
      Loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      —Balance
      – March 31, 2009
                      
                      $
                      5,000,000
                      
                      
                      $
                      5,000
                      
                      
                      $
                      3,000
                      
                      
                      
                      (8,000
                      )
                      
                      $
                      —
  The accompanying notes are an
integral part of these financial statements.
  5
  CHINA
FUHUA NEW MATERIAL HOLDINGS, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF CASH FLOWS
 (unaudited)
 
 Cash Flows from Operating Activities:
                      
                      For the three
                        months ended
                        March 31, 2009
                      
                      
                      For the three
                        months ended
                        March 31, 2008
                      
                      
                      For the period
                        January 8, 2008
                        (Inception) through
                        March 31, 2009Net
      Loss
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      (8,000
                      )Shares
      issued in lieu of expenses paid
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      5,000Cash
      Flows used in Operating Activities
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Cash
      Flows from Financing Activities
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Contributed
      Capital
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      3,000Net
      Increase in Cash
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Cash
      and cash equivalents - Beginning of period
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —Cash
      and cash equivalents - End of period
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —SUPPLEMENTARY
      INFORMATIONInterest
      Paid
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —Taxes
      Paid
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —
  The
accompanying notes are an integral part of these financial
statements.
  6
  CHINA
FUHUA NEW MATERIAL HOLDINGS, INC.
 (A
Development Stage Enterprise)
 Notes
to Financial Statements
 March 31,
2009
 
 NOTE 1 —
ORGANIZATION
 
 Organization and Line of
Business
 
 CHINA
FUHUA NEW MATERIAL HOLDINGS, INC., (“the Company”) was incorporated in the State
of Delaware on January 8, 2008 and has been inactive since inception. The
Company is 100% owned by Ming Xu. The Company is looking to acquire an existing
company or acquire the technology to begin operations.
 
 As a
blank check company, the Company’s business is to pursue a business combination
through acquisition, or merger with, an existing company. No assurances can be
given that the Company will be successful in locating or negotiating with any
target company.
 
 Since
inception, the Company has been engaged in organizational efforts.
 
 NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES
  Basis
of Presentation/Going Concern
  The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, the Company
has no established source of revenue. This matter raises substantial doubt about
the Company’s ability to continue as a going concern. These financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.
  Management
plans to take the following steps that it believes will be sufficient to provide
the Company with the ability to continue in existence:
  Management
intends to raise financing through private equity financing or other means and
interests that it deems necessary.
  As of
March 31, 2009, the Company has not raised any equity
financing.
  Use
of Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expense during the reporting periods. Actual
results could differ from these estimates.
  Fair
Value of Financial Instruments
  The
estimated fair values of cash, property and equipment and due to stockholder,
none of which are held for trading purposes, approximate their carrying value
because of the short term maturity of these instruments or the stated interest
rates are indicative of market interest rates.
  7
  CHINA
FUHUA NEW MATERIAL HOLDINGS, INC.
 (A
Development Stage Enterprise)
 Notes
to Financial Statements
 Period
Ending March 31, 2009
 
 NOTE
2 — SIGNIFICANT ACCOUNTING POLICIES (Continued)
  Income
Taxes
  The
Company follows the asset and liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that included the enactment date. A valuation allowance is recorded to
reduce the carrying amounts of deferred tax assets unless management believes it
is more likely than not that such assets will be realized.
  Basis
and Diluted lncome/(Loss) Per Share:
  In
accordance with SFAS No. 128, “Earnings Per Share,” the basic income/(loss)
per common share is computed by dividing net income/(loss) available to common
stockholders by the weighted average number of common shares outstanding.
Diluted income per common share is computed similar to basic income per common
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were
dilutive.
  Revenue
Recognition
  Revenue
is recognized in accordance with SEC Staff Accounting Bulletin No. 101,
“Revenue Recognition in Financial Statements”. The Company recognizes revenue
when the significant risks and rewards of ownership have been transferred to the
customer pursuant to applicable laws and regulations, including factors such as
when there has been evidence of a sales arrangement, the performance has
occurred, or service have been rendered, the price to the buyer is fixed or
determinable, and collectability is reasonably assured.
  NOTE
3 — STOCKHOLDER’S EQUITY
 
 Holders
of shares of common stock shall be entitled to cast one vote for each common
share held at all stockholder meetings for all purposes, including the election
of directors. The common stock does not have cumulative voting
rights.
 
 The
preferred stock of the Company shall be issued by the Board of Directors of the
Company in one or more classes or one or more series within any class and such
classes or series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences, limitations or restrictions as the
Board of Directors of the Company may determine, from time to time.
 
 No holder
of shares of stock of any class shall be entitled as a matter of right to
subscribe for or purchase or receive any part of any new or additional issue of
shares of stock of any class, or of securities convertible into shares of stock
of any class, whether now hereafter authorized or whether issued for money, for
consideration other than money, or by way of dividend.
 
 The
Company has issued a total of 5,000,000 shares of common stock.
  8
  ITEM
      2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.
  The
following management’s discussion and analysis should be read in conjunction
with our financial statements and the notes thereto and the other financial
information appearing elsewhere in this report. In addition to historical
information, the following discussion contains certain forward-looking
information. See “Special Note Regarding Forward Looking Statements” below for
certain information concerning those forward looking statements. Our financial
statements are prepared in U.S. dollars and in accordance with U.S.
GAAP.
  Special
Note Regarding Forward Looking Statements
 
 This
Quarterly Report on Form 10-Q, including the following “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Such statements include, among others, those concerning our expected
financial performance and strategic and operational plans, as well as all
assumptions, expectations, predictions, intentions or beliefs about future
events. You are cautioned that any such forward-looking statements are not
guarantees of future performance and that a number of risks and uncertainties
could cause actual results of the Company to differ materially from those
anticipated, expressed or implied in the forward-looking statements. The words
“believe,” “expect,” “anticipate,” “project,” “targets,” “optimistic,” “intend,”
“aim,” “will” or similar expressions are intended to identify forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements. Risks and
uncertainties that could cause actual results to differ materially from those
anticipated include any of the factors and risks mentioned in the “Risk Factors”
sections of our Annual Report on Form 10-K filed on April 10, 2009 and
subsequent SEC filings. The Company assumes no obligation and does not intend to
update any forward-looking statements, except as required by law.
 
 Use
of Terms
 
 Except as
otherwise indicated by the context, all references in this annual report to (i)
the “Company,” “we,” “us” and “our” are to China Fuhua New Material Holdings,
Inc., a Delaware corporation; (ii) “SEC” are to the Securities and Exchange
Commission; (iii) “Securities Act” are to the Securities Act of 1933, as
amended; (iv) “Exchange Act” are to the Securities Exchange Act of 1934, as
amended; and (v) “U.S. dollar,” “$” and “US$” are to the legal currency of the
United States.
  Overview
of Our Business
  We were
incorporated in the State of Delaware on January 8, 2008. Since inception, we
have been engaged in organizational efforts and obtaining initial financing. We
were formed as a vehicle to pursue a business combination through the
acquisition of, or merger with, an operating business. Since the effectiveness
of our registration statement on Form 10-SB, we have focused our efforts on
identifying a possible business combination.
 
 We are
currently a shell company that intends to enter into a business combination with
one or more privately held businesses. Management believes that we will be
attractive to privately held operating companies interested in becoming publicly
traded by means of a business combination with us, without offering their own
securities to the public. We will not be restricted in our search for business
combination candidates to any particular geographical area, industry or industry
segment, and may enter into a combination with a private business engaged in any
line of business. Management’s discretion is, as a practical matter, unlimited
in the selection of a combination candidate.
 
 Share
Exchange Agreement
  On
December 12, 2008, we entered into a share exchange agreement, or Share Exchange
Agreement, with: Leading Asia Pacific Investment Limited, a British Virgin
Islands company, or Leading Asia; Good Wealth Capital Investment Limited, a Hong
Kong company; TMK Power Industries Ltd., a PRC company, and its shareholders,
Henian Wu, Zongfu Wang and Junbiao Huang; Unitech International Investment
Holdings Limited, a British Virgin Islands company, or Unitech; and Ming Xu, our
sole director, officer and stockholder. Under the Share Exchange Agreement,
Unitech, as the sole holder of Leading Asia’s capital stock, has agreed to
transfer all of its Leading Asia stock to us in exchange for a number of newly
issued shares of our common stock that will constitute eighty-four percent (84%)
of our issued and outstanding capital stock, on a fully diluted basis, as of and
immediately after consummation of the Share Exchange Agreement.
  9
  Closing
of the transactions contemplated by the Share Exchange Agreement is subject to
the satisfaction or waiver of customary closing conditions, including the
delivery of opinions from Leading Asia’s respective legal counsel in the British
Virgin Islands and in China. The parties have not set a proposed closing date
for the transaction. The Share Exchange Agreement may be terminated prior to the
closing: (a) by mutual agreement of Leading Asia, the Company, and Unitech; (b)
by the Company upon written notice to Leading Asia and Unitech in the event (1)
Leading Asia, Unitech or any of Henian Wu, Zongfu Wang and Junbiao Huang has
breached any material representation, warranty, or covenant contained in the
Share Exchange Agreement in any material respect, and the Company has notified
Leading Asia, Unitech and/or such person of the breach, and the breach has
continued without cure for a period of twenty (20) days after the notice of
breach or (2) that the Company objects to any information contained in Leading
Asia’s disclosures and the parties cannot agree on mutually satisfactory
modifications thereto; or, (c) by Leading Asia in the event we have breached any
material representation, warranty, or covenant contained in the Share Exchange
Agreement in any material respect, Leading Asia has notified us of the breach,
and the breach has continued without cure for a period of twenty (20) days after
the notice of breach.
 
 Plan
of Operation
 
 We have
not realized any revenues from operations since our inception, and our plan of
operation for the next twelve months is to locate a suitable acquisition or
merger candidate and consummate a business combination. We may need additional
cash advances from our stockholder or loans from other parties to pay for
operating expenses until we consummate a merger or business combination with a
privately-held operating company. Although it is currently anticipated that we
can satisfy our cash requirements with additional cash advances or loans from
other parties, if needed, for at least the next twelve months, we can provide no
assurance that we can continue to satisfy our cash requirements for such
period.
 
 Since our
formation on January 8, 2008, our purpose has been to effect a business
combination with an operating business which we believe has significant growth
potential. We are currently considered to be a “blank check” company in as much
as we have no specific business plans, no operations, revenues or employees.
Other than the Share Exchange Agreement described above, we currently have no
definitive agreements or understanding with any prospective business combination
candidates and have not targeted any business for investigation and evaluation
nor are there any assurances that we will find a suitable business with which to
combine. The implementation of our business objectives is wholly contingent upon
a business combination and/or the successful sale of securities in the
Company.
  As a
result of our limited resources, we expect to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.
 
 Our sole
officer is only required to devote a very limited portion of her time to our
affairs on a part-time or as-needed basis. We expect to use outside consultants,
advisors, attorneys and accountants as necessary, none of which will be hired on
a retainer basis. We do not anticipate hiring any full-time employees so long as
we are seeking and evaluating business opportunities.
 
 We expect
our present management to play no managerial role in the Company following a
merger or business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
 
 Results
of Operations
  We have
not conducted any active operations since inception, except for our efforts to
locate a suitable acquisition or merger transaction. No revenue has been
generated by the Company during such period, and it is unlikely that we will
have any revenues unless we are able to effect an acquisition of or merger with
another operating company, of which there can be no assurance.
  10
  Since
inception on January 8, 2008, we had no revenues and incurred a net loss of
$8,000. All general and administrative expenses of $8,000 related primarily to
accounting, legal and miscellaneous general and administrative fees that are
applicable to all public companies.
 
 Liquidity
and Capital Resources
  We had no
cash on hand at March 31, 2009 and have no cash to meet ongoing expenses or
debts that may accumulate. As of March 31, 2009, we had an accumulated deficit
of $8,000.
 
 We have
no commitment for any capital expenditure and foresee none. However, we will
incur routine fees and expenses incident to our reporting duties as a public
company, and we will incur expenses in finding and investigating possible
acquisitions and other fees and expenses in the event we make an acquisition or
attempts but are unable to complete an acquisition. Our cash requirements for
the next twelve months are relatively modest, principally legal, accounting
expenses and other expenses relating to making the filings required under the
Exchange Act. Any travel, lodging or other expenses which may arise related to
finding, investigating and attempting to complete a business combination with
one or more potential acquisitions could also amount to thousands of
dollars.
  Our
current management has informally agreed to continue rendering services to us
and to not demand compensation unless and until we complete an acquisition. The
terms of any such payment will have to be negotiated with the principals of any
business acquired. The existence and amounts of our debt may make it more
difficult to complete, or prevent completion of, a desirable
acquisition.
 
 We will
only be able to pay our future debts and meet operating expenses by raising
additional funds, acquiring a profitable company or otherwise generating
positive cash flow. As a practical matter, we are unlikely to generate positive
cash flow by any means other than acquiring a company with such cash flow. We
believe that management members or stockholders will loan funds to us as needed
for operations prior to completion of an acquisition. Management and
stockholders are not obligated to provide funds to us, however, and it is not
certain they will always want or be financially able to do so. Our stockholders
and management members who advance money to us to cover operating expenses will
expect to be reimbursed, either by us or by the company acquired, prior to or at
the time of completing a combination. We have no intention of borrowing money to
reimburse or pay salaries to any of our officers, directors or stockholders or
their affiliates. There currently are no plans to sell additional securities to
raise capital, although sales of securities may be necessary to obtain needed
funds. Our current management has agreed to continue their services to us and to
accrue sums owed them for services and expenses and expect payment reimbursement
only.
 
 Should
existing management or stockholders refuse to advance needed funds, however, we
would be forced to turn to outside parties to either loan money to us or buy our
securities. There is no assurance whatever that we will be able to raise
necessary funds from outside sources. Such a lack of funds could result in
severe consequences to us, including among others:
  ·
              failure
      to make timely filings with the SEC as required by the Exchange Act, which
      could result in fines and penalties to us under the Exchange
      Act;
  ·
                curtailing
      or eliminating our ability to locate and perform suitable investigations
      of potential acquisitions; or
 
 ·
                inability
      to complete a desirable acquisition due to lack of funds to pay legal and
      accounting fees and acquisition-related
expenses
 
 We hope
to require potential candidate companies to deposit funds with us that we can
use to defray professional fees and travel, lodging and other due diligence
expenses incurred by our management related to finding and investigating a
candidate company and negotiating and consummating a business combination. There
is no assurance that any potential candidate will agree to make such a
deposit.
  11
  Critical
Accounting Policies
  Critical
accounting policies are those we believe are most important to portraying our
financial conditions and results of operations and also require the greatest
amount of subjective or complex judgments by management.  Judgments and
uncertainties regarding the application of these policies may result in
materially different amounts being reported under various conditions or using
different assumptions.  There have been no material changes to the critical
accounting policies previously disclosed in our Annual Report on Form 10-K for
the fiscal yearended December 31,
2008.
  Recent
Accounting Pronouncements
  In
December 2007, the Financial Accounting Standards Board, or FASB issued
Statement of Financial Accounting Standard, or SFAS, No. 141R, Business
Combinations, which establishes principles and requirements for how the acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree, goodwill acquired in the business combination or a gain from a bargain
purchase. SFAS No. 141R is effective for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. We do not expect the adoption of SFAS No. 141R to have an
effect on our financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, which establishes accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. SFAS No. 160 is effective for financial
statements issued for fiscal years beginning on or after December 15, 2008, and
interim periods within those fiscal years. We do not expect the adoption of SFAS
No. 160 to have an effect on our financial statements.
 
 Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on our
financial statements.
 
 Off
Balance Sheet Arrangements
 
 We do not
have any off balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our
securities.
 
 ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
 
 Not
Applicable.
 
 ITEM
      4.
              CONTROLS
      AND PROCEDURES.
  Evaluation
of Disclosure Controls and Procedures
  We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Exchange Act) that are designed to ensure that information that would be
required to be disclosed in Exchange Act reports is recorded, processed,
summarized and reported within the time period specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our
management, including to our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.
  As
required by Rule 13a-15 under the Exchange Act, our management, including our
principal executive officer and principal financial officer (which currently is
the same person), evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of March 31, 2009. Based on that
evaluation, our principal executive officer and principal financial officer
concluded that as of March 31, 2009, and as of the date that the evaluation of
the effectiveness of our disclosure controls and procedures was completed, our
disclosure controls and procedures were effective to satisfy the objectives for
which they are intended.
  12
  Changes
in Internal Control Over Financial Reporting
  During
the fiscal quarter ended March 31, 2009, there were no changes in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
  PART
II
 OTHER
INFORMATION
 
 ITEM
      1.
              LEGAL
      PROCEEDINGS.
 From time
to time, we may become involved in various lawsuits and legal proceedings, which
arise, in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these, or other matters, may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have a material
adverse affect on our business, financial condition or operating
results .
  ITEM
      1A.
                RISK
      FACTORS.
  Not
Applicable.
 
 ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 None.
  ITEM
      3.
                DEFAULTS
      UPON SENIOR SECURITIES.
 
 None.
  ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
 
 No
matters were submitted during the first quarter of 2009 to a vote of security
holders, through the solicitation of proxies or otherwise.
 
 ITEM
      5.
              OTHER
      INFORMATION.
 
 None.
 
 ITEM
      6.
              EXHIBITS.
  The
following exhibits are filed as part of this report or incorporated by
reference:
  Exhibit No.
                    
                    Description31.1
                    
                    Certifications
      of Principal Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                    
                    Certifications
      of Principal Financial and Accounting Officer Pursuant to Section 302
      of the Sarbanes-Oxley Act of 200232.1
                    
                    Certifications
      of Principal Executive Officer and Principal Financial and Accounting
      Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
  13
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Date:
      May 15, 2009
                    CHINA
      FUHUA NEW MATERIAL HOLDINGS,
                      INC.By:
                    /s/
      Ming XuMing
      Xu, President(Principal Executive Officer
      and Principal
                      Financial and Accounting
      Officer)