U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

[   ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 000-53068

CHINA FUHUA NEW MATERIAL
HOLDINGS INC.
(Name of Small Business Issuer in its charter)

Delaware
26-1702241
(State or other jurisdiction
of
(I.R.S. employer
incorporation or formation)
identification number)

% World Capital Market
9595 Wilshire Blvd.
Suite 900
Beverly Hills, CA 90212
 (Address of principal executive offices)

Issuer's telephone
number:                                                (310) 300-8418
Issuer's facsimile
number:                                                  (877) 787-1591

No change
(Former name, former address and former
fiscal year, if changed since last report)

Copies to:
CHINA FUHUA NEW MATERIAL HOLDINGS
INC.
9595 Wilshire Blvd.,  Suite 900
Beverly Hills, CA 90212

Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter
period that the issuer 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 is a shell
company (as defined in Rule 12b-2 of the Exchange
Act). Yes [X] No [   ]

State the number of shares outstanding of each of the
issuer's classes of common equity, as of May 14, 2008:
5,000,000 shares of common stock.



Item 1.                      Financial Statements.

CHINA FUHUA NEW MATERIAL HOLDINGS INC.

FINANCIAL STATEMENTS
(Unaudited)

March 31, 2008

CHINA FUHUA NEW MATERIAL HOLDINGS INC.
(A Development Stage Enterprise)
INDEX TO INTERIM AND UNAUDITED
FINANCIAL STATEMENTS
March 31, 2008
(Unaudited)


Page


Financial Statements:



     Balance Sheet
F-1


     Statements of Operations
F-2


     Statements of Stockholder's Equity
F-3


     Statements of Cash Flows
F-4


Notes to Financial Statements
F-5 - F-
7


















- 2 -

Table of Contents

CHINA FUHUA NEW MATERIAL HOLDINGS INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED BALANCE SHEET
MARCH 31, 2008
(Unaudited)



March 31,
2008



(Unaudited)





ASSETS









Total assets

$
--






LIABILITIES AND
STOCKHOLDER'S EQUITY









Commitment and contingencies

$
--






Stockholder's equity:









Preferred stock, $.001 par value,




authorized 20,000,000 shares, none
issued


--






Common stock, $.001 par value,




authorized 100,000,000 shares,




5,000,000 issued and outstanding


5,000






Additional paid in capital


--






Deficit accumulated during the
development stage


(5,000)






Total stockholder's equity


--






Total liabilities and stockholder's
equity


--








$
--



The accompanying notes are an integral part of these
financial statements


F-1

- 3 -


Table of Contents

CHINA FUHUA NEW MATERIAL HOLDINGS INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF
OPERATIONS
(Unaudited)

Income

For the
period
January 8,
2008
(Inception)
through
March 31,
2008





Revenue

$
--

Expenses

$
--

General and Administrative

$
(5,000)

Total Expenses

$
(5,000)






Net loss per share (basic and
diluted)

$
(.00
)
Weighted average shares
outstanding (basic and diluted)


5,000,000



The accompanying notes are an integral part of these
financial statements


F-2

















- 4 -

Table of Contents

CHINA FUHUA NEW MATERIAL HOLDINGS INC.
(A Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF
STOCKHOLDER'S EQUITY
For the period from January 8, 2008 (Inception) to
March 31, 2008
(Unaudited)



Common Stock

Additio
nal
Paid-in
Capital


Deficit
accumulat
ed


Total
















Shares


Amou
nt


























Issuance of
Common Stock













Balanc
e
Januar
y 8,
2008


0



0



0



0



0

Shares
issued
in Lieu
of
Expens
es paid


5,000,0
00


$
5,000


$
0


$
0


$
5,00
0






















Net
Loss













$
(5,000
)

$
(5,00
0
)
Contributed
Capital for
Services







0









 Balanc
e at
March
31,
2008


5,000,0
00


$
5,000


$
0


$
(5,000
)


0



The accompanying notes are an integral part of these
financial statements


F-3



















- 5 -

Table of Contents

CHINA FUHUA NEW MATERIAL HOLDINGS INC.
(a Development Stage Enterprise)
INTERIM AND UNAUDITED STATEMENTS OF
CASH FLOWS
(Unaudited)




For the
period
January 8,
2008
(Inception)
through
March 31,
2008






Cash flows from operating
activities




Net Loss


$
(5,000
)
Shares issued in lieu of
expenses paid



5,000







Contributed Capital For
Services



--







Cash flows used in operating
activities



--







Net increase in cash



--







Cash, beginning of period



--







Cash, end of period


$
--







SUPPLEMENTAL
DISCLOSURE OF CASH
FLOW INFORMATION:





Cash paid during the period
for:





Interest



--

Income taxes



--



The accompanying notes are an integral part of these
financial statements


F-4







- 6 -




CHINA FUHUA NEW MATERIAL HOLDINGS INC.
(A Development Stage Enterprise)
NOTES TO INTERIM AND UNAUDITED
FINANCIAL STATEMENTS
March 31, 2008

NOTE 1 - ORGANIZATION AND SIGNIFICANT
ACCOUNTING POLICIES

Nature of Operations

CHINA FUHUA NEW MATERIAL HOLDINGS INC.
, a development stage company (the "Company"), was
incorporated in the State of Delaware on January 8,
2008.  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.

General

The accompanying unaudited financial statements
include all adjustments of a normal and recurring
nature, which, in the opinion of Company's
management, are necessary to present fairly the
Company's financial position as of March 31, 2008, the
results of its operations for the period ended March 31,
2008, and from the date of inception (January 8, 2008)
through March 31, 2008, and cash flows from the date
of inception (January 8, 2008) through March 31, 2008.

Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have
been omitted pursuant to the rules and regulations of
the Securities and Exchange Commission.

The results of operations and cash flows for the period
ended March 31, 2008 are not necessarily indicative of
the results to be expected for the full year's operation.

NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

The accompanying financial statements are prepared in
accordance with accounting principles generally
accepted in the United States. Significant accounting
policies follow:







F-5

- 7 -




Loss per Common Share: Basic loss per share is
calculated using the weighted-average number of
common shares outstanding during each period. Diluted
loss per share includes potentially dilutive securities
such as outstanding options and warrants, using various
methods such as the treasury stock or modified treasury
stock method in the determination of dilutive shares
outstanding during each period. The Company does not
have any potentially dilutive instruments.

New Accounting Pronouncements:

Management does not believe that any other recently
issued, but not yet effective accounting
pronouncements, if adopted, would have a material
effect on the accompanying financial statements.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been
prepared assuming that the Company will continue as a
going concern, which contemplates the recoverability
of assets and the satisfaction of liabilities in the normal
course of business.

The Company has had no revenue and has incurred
accumulated net losses from January 8, 2008
(inception) through the period ended March 31, 2008 of
$5,000.00. In addition, the Company's development
activities since inception have been financially
sustained through equity financing.

The ability of the Company to continue as a going
concern is dependent upon its ability to find a suitable
acquisition/merger candidate, raise additional capital
from the sale of common stock, and receive additional
paid-in capital from its shareholder and, ultimately, the
achievement of significant operating revenues. The
accompanying financial statements do not include any
adjustments that might be required should the Company
be unable to recover the value of its assets or satisfy its
liabilities

NOTE 4 - SHAREHOLDER'S EQUITY

Holders of shares of common stock shall be entitled to
cast one vote for each common share held at all
stockholder's 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.


F-6

- 8  -




Table of Contents

Item 2.                      Management's Discussion and
Analysis or Plan of Operation.

Plan of Operation

The Company will attempt to locate and negotiate with
a business entity for the combination of that target
company with the Company. The combination will
normally take the form of a merger, stock-for-stock
exchange or stock-for- assets exchange (the "business
combination"). In most instances the target company
will wish to structure the business combination to be
within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given
that the Company will be successful in locating or
negotiating with any target company.

The Company has not restricted its search for any
specific kind of businesses, and it may acquire a
business which is in its preliminary or development
stage, which is already in operation, or in essentially
any stage of its business life. It is impossible to predict
the status of any business in which the Company may
become engaged, in that such business may need to
seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages
which the Company may offer.

In implementing a structure for a particular business
acquisition, the Company may become a party to a
merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such
business combination would be issued in reliance upon
exemption from registration under applicable federal
and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such
securities immediately after the transaction is
consummated or at specified times thereafter. If such
registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an
agreement for a business combination or has
consummated a business combination. The issuance of
additional securities and their potential sale into any
trading market which may develop in the Company's
securities may depress the market value of the
Company's securities in the future if such a market
develops, of which there is no assurance. However, if
the Company cannot effect a non-cash acquisition, the
Company may have to raise funds from a private
offering of its securities under Rule 506 of Regulation
D. There is no assurance the Company would obtain
any such equity funding.

The Company will participate in a business
combination only after the negotiation and execution of
appropriate agreements. Negotiations with a target
company will likely focus on the percentage of the
Company which the target company shareholders
would acquire in exchange for their shareholdings.






- 9  -







Table of Contents

 Although the terms of such agreements cannot be
predicted, generally such agreements will require
certain representations and warranties of the parties
thereto, will specify certain events of default, will detail
the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing
and will include miscellaneous other terms. Any merger
or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of
shares held by the Company's shareholders at such
time.

Results of Operation

The Company has not conducted any active operations
since inception, except for its efforts to locate suitable
acquisition candidates. No revenue has been generated
by the Company from January 8, 2008 (inception) to
March 31, 2008. It is unlikely the Company will have
any revenues unless it is able to effect an acquisition or
merger with an operating company, of which there can
be no assurance.

Expenses incurred since inception are primarily due to
legal, accounting and other professional service fees.

Liquidity and Capital Resources

At March 31, 2008, the Company had no capital
resources and will rely upon the issuance of common
stock and additional capital contributions from
shareholders to fund administrative expenses pending
acquisition of an operating company.

Management anticipates seeking out a target company
through solicitation. Such solicitation may include
newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites
and similar methods. No estimate can be made as to the
number of persons who will be contacted or solicited.
Management may engage in such solicitation directly or
may employ one or more other entities to conduct or
assist in such solicitation. Management and its affiliates
will pay referral fees to consultants and others who
refer target businesses for mergers into public
companies in which management and its affiliates have
an interest. Payments are made if a business
combination occurs, and may consist of cash or a
portion of the stock in the Company retained by
management and its affiliates, or both.

The Company and/or shareholders will supervise the
search for target companies as potential candidates for a
business combination. The Company and/or
shareholders may pay as their own expenses any costs
incurred in supervising the search for a target company.
The Company and/or shareholders may enter into
agreements with other consultants to assist in locating a
target company and may share stock received by it or
cash resulting from the sale of its securities with such
other consultants.

Off-balance sheet arrangements

The Company does not have any off-balance sheet
arrangements that have or are reasonably likely to have
a current or future effect on the Company's financial
condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to
investors.



- 10 -



Table of Contents


Item 3.                      Controls and Procedures.

The management of the Company, including the
principal executive and financial officer, conducted an
evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as
defined in Exchange Act Rule 13a-15(e) and 15d-15(e)
as of March 31, 2008. Based on that evaluation, the
principal executive and financial officer concluded that
as of March 31, 2008, our disclosure controls and
procedures were effective at the reasonable assurance
level to ensure (i) that information required to be
disclosed by us in the reports we file or submit under
the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the
SEC's rules and forms and (ii) that information required
to be disclosed in reports that we file or submit under
the Exchange Act is accumulated and communicated to
our management including our chief executive and
financial officer, to allow timely decisions regarding
required disclosure.


No change in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) occurred during the fiscal
quarter ended March 31, 2008 that has materially
affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.                      Legal Proceedings.

None.

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.

None.

Item 5.                      Other Information.

None.

Item 6.                      Exhibits.


- 11 -




Table of Contents

*3.1

Certificate of Incorporation, as filed with the
Delaware Secretary of State on January 8, 2008.



*3.2

By-Laws




31.1

 Certification of Chief Executive Officer pursuant
to Section 302 of Sarbanes Oxley Act of 2002



31.2

Certification of Chief Financial Officer pursuant
to Section 302 of Sarbanes Oxley Act of 2002



32.1

 Certification pursuant to Section 906 of Sarbanes
Oxley Act of 2002

* Filed as an exhibit to the Company's Registration
Statement on Form 10-SB, as filed with the Securities
and Exchange Commission on February 1, 2008, and
incorporated herein by this reference.


SIGNATURES

        In accordance with the requirements of the
Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, there unto duly
authorized.

Dated: May 14, 2008
CHINA FUHUA NEW MATERIAL HOLDINGS INC.
(Registrant)

/s/ Ming Xu
Ming Xu, President



















- 12 -

Exhibit 31.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE
SARBANES-OXLEY ACT OF 2002


I, Ming Xu, certify that:

1. I have reviewed this Form 10-QSB of CHINA
FUHUA NEW MATERIAL HOLDINGS INC.   (the
"Company");

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

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

4. The small business issuers other certifying officer(s)
and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:

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

        (b)           Designed such internal control over
financial reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation
of financial statements for external purposes in
accordance with generally accepted accounting
principles;

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

        (d) Disclosed in this report any change in the
small business issuer's internal control over financing
reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's
internal control over financial reporting; and

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

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

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


Dated: May 14, 2008

/s/ Ming Xu
Ming Xu, President (Principal executive officer)












































Exhibit 31.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE
SARBANES-OXLEY ACT OF 2002


I, Ming Xu, certify that:

1. I have reviewed this Form 10-QSB of CHINA
FUHUA NEW MATERIAL HOLDINGS INC.   (the
"Company");

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

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

4. The small business issuers other certifying officer(s)
and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:

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

        (b)           Designed such internal control over
financial reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation
of financial statements for external purposes in
accordance with generally accepted accounting
principles;

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

        (d) Disclosed in this report any change in the
small business issuer's internal control over financing
reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably
likely to materially affect, the small business issuer's
internal control over financial reporting; and

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

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

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


Dated: May 14, 2008

/s/ Ming Xu
Ming Xu, President (Principal financial officer)











































Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

        In connection with the accompanying
Quarterly Report On Form 10-QSB of CHINA FUHUA
NEW MATERIAL HOLDINGS INC.   (the
"Company") for the quarter ending March 31, 2008, I,
Ming Xu, President of the Company hereby certify
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, to the best of my knowledge and belief, that:

        1. Such Quarterly Report on Form 10-QSB for
the quarter ending March 31, 2008, fully complies with
the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

        2. The information contained in such Quarterly
Report on Form 10-QSB for the quarter ending March
31, 2008, fairly presents, in all material respects, the
financial condition and results of operations of the
Company.


Dated: May 14, 2008

/s/ Ming Xu
Ming Xu, President (Principal executive and financial
officer)