UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~April~~ 11May 3, 2011

HUTECH21 CO. LTD.

001-10559

(Commission File Number)

#201 Daerungtechnotown III

Gasan-Dong

Geumcheon-Gu, Seoul

Korea 153-772

(Address of Principal Executive Offices)

_______________

+82 2 2107 7200

(Registrant Telephone number)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Security Exchange Act of 1934.

Yes [ ] No [ X ]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

(1)

~~ENTRY~~Item ~~INTO~~2.01 ACompletion ~~MATERIAL~~of ~~DEFINITIVE AGREEMENT~~Acquisition or Disposition of Assets.

On April 89, 2011, Hutech21 Co. Ltd. (the “"Company” or Hutech21") entered into aan ~~share exchange~~ agreement (the “~~Share Exchange~~Agreement”)~~, among~~ ~~the~~with ~~Company,~~Wanwen ~~Hutech~~Su ~~HongKong Co. Limited, a Hong Kong company~~ (“~~Hutech~~Ms. HKSu”), ~~Mr.~~an individual ~~Taehoan~~citizen ~~Park,~~of ~~and~~ the ~~Shareholders~~People’s Republic of ~~Hutech~~China, ~~HK..~~pursuant ~~Pursuant~~ to which, the ~~Share~~Company’s ~~Exchange~~wholly-owned wesubsidiary, ~~are~~Chengkai toLogistics Co ~~acquire~~Ltd., ~~100%~~a ofcorporation ~~the~~organized ~~issued~~under ~~and~~the ~~outstanding capital~~laws ~~stock~~ of ~~Hutech~~the HKPeople’s inRepublic ~~exchange for 66,000,000 shares~~ of ~~our~~China ~~common stock~~(“Chengkai”), ~~par~~and ~~value~~any ~~$0.0001,~~and ~~which shall constitute 99.17%~~all ofassets ~~our issued~~ and ~~outstanding~~liabilities ~~capital~~of ~~stock~~such onsubsidiary, ashall ~~fully-diluted~~be ~~basis~~sold asto ofMs. ~~and~~Su ~~immediately~~in ~~after~~exchange ~~the~~for ~~consummation of~~ the ~~transactions contemplated~~purchase byprice ~~the~~of ~~Share~~One ~~Exchange~~Hundred ~~Agreement~~dollars ($100.00).

~~The~~Hutech21 ~~foregoing~~and Chengkai currently have total ~~description~~assets of ~~the~~$3,717,512 ~~terms~~and total liabilities of ~~the~~$2,467,745 ~~Share~~(collectively ~~Exchange~~"Chengkai ~~Agreement~~Assets isand ~~qualified~~Liabilities"), in ~~its~~accordance with ~~entirety~~the byaudited ~~reference~~financial toinformation for the ~~provisions~~year ofended ~~the~~December ~~agreement~~31, 2010, which was disclosed in Hutech21's annual report on Form 10K filed aswith ~~Exhibit~~Securities 10and Exchange Commission on April 15, 2011.1 Hutech21 desires to ~~this~~sell ~~report,~~and ~~which~~transfer isand ~~incorporated~~Ms. byWanwen Su ~~reference~~desires ~~herein~~to purchase and acquire Chengkai Assets and Liabilities.

~~FINANCIAL~~The ~~STATEMENTS~~foregoing ~~AND~~description ~~EXHIBITS~~of the terms of the Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

~~(d)~~FINANCIAL ~~Exhibits~~STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Share Exchange Agreement, dated April 8, 2011, by and among the Company, Hutech HK, the Shareholders of Hutech HK and Mr. Taehoan Park.

(d) Exhibits

(2)

Exhibit No.	Description
10.1	Agreement, dated April 9, 2011, by and among the Company, Ms. Wanwen Su and Mr. Taehoan Park.

~~SIGNATURES~~(2)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~Dated:~~ Pursuant ~~April~~to 11the requirements of the Securities Exchange Act of 1934, ~~2011~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUTECH21 CO. LTD.
By:	/s/ Taehoan Park
	Taehoan Park
	Chief Executive Officer; Chief Financial Officer

Dated: May 3, 2011

(3)

HUTECH21 CO. LTD.


By:	/s/ Taehoan Park
	Taehoan Park
	Chief Executive Officer; Chief Financial Officer

~~EXHIBIT INDEX~~(3)

Exhibit No.	Description
10.1	Share Exchange Agreement, dated April 8, 2011, by and among the Company, Hutech HK, the Shareholders of Hutech HK and Mr. Taehoan Park.

EXHIBIT INDEX

Exhibit No.	Description
10.1	Agreement, dated April 9, 2011, by and among the Company, Ms. Wanwen Su and Mr. Taehoan Park.

Filing Compare · HUTECH21 CO. LTD.