U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                  (Check One):

       [X] Form 10K [ ] Form 20F [ ] Form 11K [ ] Form 10Q [ ] Form N-SAR

                         For Period Ended: June 30, 2008

                      [ ] Transition Report on Form 10-KSB
                      [ ] Transition Report on Form 20-F
                      [ ] Transition Report on Form 11-K
                      [ ] Transition Report on Form 10-QSB
                      [ ] Transition Report on Form N-SAR

                        For the Transition Period Ended:

Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

Not applicable.

________________________________________________________________________________

PART I - REGISTRANT INFORMATION
________________________________________________________________________________

Full Name of Registrant:            XINHUA CHINA LTD.

Former Name if Applicable:

Address of Principal Executive
Office (Street and Number):         Suite 304, Building #1
                                    YuanJia International Apartment
                                    No. 40 Dongzhong Street

City, State and Zip Code:           Dongcheng District, Beijing 100027
                                    People's Republic of China

________________________________________________________________________________

PART II - RULES 12b-25(b) and (c)
________________________________________________________________________________

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[ ] (a) The reasons  described in  reasonable  detail in Part III of this form
        could not be eliminated without unreasonable effort or expense;





[X] (b) The subject annual report, semi-annual report, transition report on Form
        10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
        or before the fifteenth calendar day following the prescribed due date;
        or the subject quarterly report or transition report on Form 10-Q, or
        portion thereof will be filed on or before the fifth calendar day
        following the prescribed due date; and

[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
        has been attached if applicable.

________________________________________________________________________________

PART III - NARRATIVE
________________________________________________________________________________

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q
or N-SAR or the transition report or portion thereof could not be filed within
the prescribed period.

Management  deems additional time necessary in order to ensure full and complete
and accurate disclosure.

________________________________________________________________________________

PART IV - OTHER INFORMATION
________________________________________________________________________________

(1) Name and telephone number of person to contact in regard to this
    notification: Diane D. Dalmy  303.985.9324.

(2) Have all other period  reports  required  under  section 13 or 15(d) of the
    Securities Exchange Act of 1934 or section 30 of the Investment Company Act
    of 1940 during the preceding 12 months or for such shorter period that the
    registrant was required to file such reports(s) been filed? If the answer is
    no, identify report(s).

    [X] Yes [ ] No.





(3) Is it anticipated that any significant change in results of operations from
    the corresponding period for the last fiscal year will be reflected by the
    earnings statements to be included in the subject report or portion thereof?

    [ ] Yes [X] No

    If so: attach an explanation of the anticipated change, both narratively and
    quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.

________________________________________________________________________________


                                XINHUA CHINA LTD.
                  ____________________________________________
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.



Date: September 29, 2008                    By: /s/ XIANPING WANG
      __________________                        ________________________________
                                                Xianping Wang, President/Chief
                                                Executive Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature.

If the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

                                    ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)