U. S.
Securities and Exchange Commission


Washington,
D. C. 20549





FORM
10-Q





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





For
the quarterly period ended March 31, 2009





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





For
the transition period from _____ to _____





Commission
File No. 333-146796





HXT HOLDINGS,
INC.


(Name of Registrant in its
Charter)




Delaware
              20-2188353(State
      of Other Jurisdiction of incorporation or organization)
              (I.R.S.
      Employer I.D. No.)




c/o American Union
Securities, Inc. 100 Wall Street, 15thFloor, New York, NY
10005


(Address
of Principal Executive Offices)





Issuer's
Telephone Number: 212-232-0120





Indicate  by
check mark  whether the  Registrant  (1) has filed
all reports required to be filed by Sections 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                  No 
X


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_




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. (Check One)




Large
accelerated filer ___   Accelerated filer 
____      Non-accelerated filer 
___ Smaller
reporting company _X_




Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes
__       No   X





As of May
12, 2009, we had 666,241 shares of common stock, par value $.001 per share
issued and outstanding.


















PART
I. FINANCIAL INFORMATION





HXT
      HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETS(UNAUDITED)ASSETSMarch
      31,2009
                                      
                                      
                                      September
      30,2008CURRENT
      ASSETS:Cash
      & cash equivalents
                                      
                                      $
                                      33,777
                                      
                                      
                                      $
                                      6,827Accounts
      receivable, net
                                      
                                      
                                      129,958
                                      
                                      
                                      
                                      142,449Inventory
                                      
                                      
                                      67,406
                                      
                                      
                                      
                                      54,911Other
      receivable
                                      
                                      
                                      73,235
                                      
                                      
                                      
                                      52,325Deposits
                                      
                                      
                                      -
                                      
                                      
                                      
                                      5,852Total
      current assets
                                      
                                      
                                      304,377
                                      
                                      
                                      
                                      262,363PROPERTY
      AND EQUIPMENT, NET
                                      
                                      
                                      191,205
                                      
                                      
                                      
                                      218,807TOTAL
      ASSETS
                                      
                                      $
                                      495,582
                                      
                                      
                                      $
                                      481,170LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIES:Accounts
      payable & accrued expenses
                                      
                                      $
                                      78,935
                                      
                                      
                                      $
                                      157,660Payroll
      payable
                                      
                                      
                                      63,293
                                      
                                      
                                      
                                      56,809Unearned
      revenue
                                      
                                      
                                      462,971
                                      
                                      
                                      
                                      272,841Total
      current liabilities
                                      
                                      
                                      605,199
                                      
                                      
                                      
                                      487,310STOCKHOLDERS'
      DEFICIT:Preferred stock, $0.001 par value; Authorized shares
      1,000,000,none issued and outstanding
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common stock, $0.001 par value; Authorized shares
    60,000,000,29,910,000 shares issued and 666,241 outstanding as of March 31,
      200929,910,000
      shares issued and outstanding as of September 30, 2008
                                      
                                      
                                      29,910
                                      
                                      
                                      
                                      29,910Additional
      paid in capital
                                      
                                      
                                      1,199,334
                                      
                                      
                                      
                                      1,170,090Treasury
      stock
                                      
                                      
                                      (29,244
                                      )
                                      
                                      
                                      -Statutory
      reserve
                                      
                                      
                                      57,103
                                      
                                      
                                      
                                      57,103Accumulated
      other comprehensive income
                                      
                                      
                                      321,023
                                      
                                      
                                      
                                      321,038Retained
      earnings
                                      
                                      
                                      (1,687,743
                                      )
                                      
                                      
                                      (1,584,281
                                      )Total
      stockholders' deficit
                                      
                                      
                                      (109,617
                                      )
                                      
                                      
                                      (6,140
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                      
                                      $
                                      495,582
                                      
                                      
                                      $
                                      481,170The
      accompanying notes are an integral part of the consolidated financial
      statements.


3





HXT
      HOLDINGS, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONS(UNAUDITED)For
      the three month
                              
                              
                              For
      the three month
                              
                              
                              For
      the six month
                              
                              
                              For
      the six monthperiods
      ended March 31
                              
                              
                              periods
      ended March 31
                              
                              
                              periods
      ended March 31
                              
                              
                              periods
      ended March 312009
                              
                              
                              2008
                              
                              
                              2009
                              
                              
                              2008Net
      revenues
                              
                              $
                              363,636
                              
                              
                              $
                              93,119
                              
                              
                              $
                              521,055
                              
                              
                              $
                              433,618Cost
      of revenue
                              
                              
                              252,166
                              
                              
                              
                              8,867
                              
                              
                              
                              255,338
                              
                              
                              
                              135,490Gross
      profit
                              
                              
                              111,470
                              
                              
                              
                              84,252
                              
                              
                              
                              265,717
                              
                              
                              
                              298,128Operating
      expensesSelling
      expenses
                              
                              
                              99,884
                              
                              
                              
                              51,871
                              
                              
                              
                              177,276
                              
                              
                              
                              202,081General
      and administrative expenses
                              
                              
                              89,738
                              
                              
                              
                              91,487
                              
                              
                              
                              204,238
                              
                              
                              
                              290,124Research
      & development expenses
                              
                              
                              181,458
                              
                              
                              
                              131,575
                              
                              
                              
                              297,525
                              
                              
                              
                              269,454Total
      operating expenses
                              
                              
                              371,079
                              
                              
                              
                              274,933
                              
                              
                              
                              679,038
                              
                              
                              
                              761,659Loss  from
      operations
                              
                              
                              (259,609
                              )
                              
                              
                              (190,680
                              )
                              
                              
                              (413,321
                              )
                              
                              
                              (463,531
                              )Non-operating
      income (expense):Interest
      expense
                              
                              
                              (147
                              )
                              
                              
                              -
                              
                              
                              
                              (146
                              )
                              
                              
                              -Interest
      income
                              
                              
                              97
                              
                              
                              
                              8,601
                              
                              
                              
                              240
                              
                              
                              
                              9,547Gain
      (loss) on sale of property
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (1,571
                              )Other income
                              
                              
                              310,089
                              
                              
                              
                              44,030
                              
                              
                              
                              310,370
                              
                              
                              
                              46,791Other
      expense
                              
                              
                              (199
                              )
                              
                              
                              (292
                              )
                              
                              
                              (603
                              )
                              
                              
                              (1,145
                              )Total
      non-operating income
                              
                              
                              309,840
                              
                              
                              
                              52,339
                              
                              
                              
                              309,859
                              
                              
                              
                              53,621Net
      Income (Loss)
                              
                              
                              50,231
                              
                              
                              
                              (138,341
                              )
                              
                              
                              (103,462
                              )
                              
                              
                              (409,911
                              )Foreign
      currency translation gain (loss)
                              
                              
                              253
                              
                              
                              
                              83,896
                              
                              
                              
                              (15
                              )
                              
                              
                              133,403Comprehensive
      Income/(Loss)
                              
                              $
                              50,484
                              
                              
                              $
                              (54,445
                              )
                              
                              $
                              (103,477
                              )
                              
                              $
                              (276,508
                              )Basic
      and diluted weighted average shares outstanding
                              
                              
                              29,585,069
                              
                              
                              
                              29,910,000
                              
                              
                              
                              29,749,320
                              
                              
                              
                              29,910,000Basic
      and diluted net loss per share
                              
                              $
                              0.002
                              
                              
                              $
                              (0.005
                              )
                              
                              $
                              (0.003
                              )
                              
                              $
                              (0.014
                              )The
      accompanying notes are an integral part of the consolidated financial
      statements.





4







HXT HOLDINGS, INC. AND
      SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)For
      the six month
                
                
                For
      the six monthperiod
      ended March 31
                
                
                period
      ended March 312009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (103,462
                )
                
                $
                (409,911
                )Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activities:Depreciation
                
                
                35,637
                
                
                
                29,685Bad
      debt expense
                
                
                57,341
                
                
                
                95,375Loss
      on sale of property
                
                
                -
                
                
                
                1,571(Increase)
      / decrease in assets:Accounts
      receivable
                
                
                (38,797
                )
                
                
                152,853Inventory
                
                
                (12,419
                )
                
                
                4,963Other
      receivable
                
                
                (20,838
                )
                
                
                36,350Deposits
                
                
                -
                
                
                
                6,230Advances
      to suppliers
                
                
                -
                
                
                
                26,493Increase / (decrease) in current liabilities:Accounts payable & accrued expenses
                
                
                (78,935
                )
                
                
                (2,611
                )Unearned
      revenue
                
                
                189,744
                
                
                
                (14,669
                )Payroll
      payable
                
                
                6,406
                
                
                
                6,380Tax
      payable
                
                
                -
                
                
                
                (5,743
                )Net
      cash provided by (used in) operating activities
                
                
                34,677
                
                
                
                (73,033
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Receipt
      of cash on disposal of property
                
                
                -
                
                
                
                5,023Acquisition of property & equipment
                
                
                (7,738
                )
                
                
                (1,592
                )Net
      cash provided by (used in) investing activities
                
                
                (7,738
                )
                
                
                3,432EFFECT
      OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
                
                
                11
                
                
                
                2,493NET
      INCREASE/ (DECREASE) IN CASH & CASH EQUIVALENTS
                
                
                26,950
                
                
                
                (67,109
                )-CASH
      & CASH EQUIVALENTS, BEGINNING BALANCE
                
                
                6,827
                
                
                
                81,828CASH
      & CASH EQUIVALENTS, ENDING BALANCE
                
                $
                33,777
                
                
                $
                14,719Supplement
      disclosure of cash flow information:Income taxes paid
                
                $
                -
                
                
                $
                -Interest
      expenses paid
                
                $
                -
                
                
                $
                -The
      accompanying notes are an integral part of the consolidated financial
      statements.





5
 HXT HOLDINGS, INC.  AND SUBSIDIARIES
 NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
  1. ORGANIZATION AND DESCRIPTION OF BUSINESS


HXT
holdings, Inc. (formally China International Enterprises Corp., “the Company”,
“HXT”, “We”, “Us”, “Our”) was incorporated in Delaware on January 13, 2005.
 On January 31, 2005, the Company entered into a Share Exchange Agreement,
pursuant to which HXT acquired 100% of the outstanding stock of Heng Xing
Technology Group Development Limited (XHT) from its three shareholders.
 XHT's only asset is 100% of the stock of Shenzhen Hengtaifeng Technology
Co., Ltd., a PRC corporation hereinafter is referred to as “HTC”. The
acquisition has been recorded as a recapitalization of XHT, with XHT being
treated as the continuing entity. Effective August 16, 2006, the Company
changed its name to HXT Holdings, Inc.
  Heng Xing
Technology Group Development Limited (the “XHT”) is a British Virgin Islands
Corporation, incorporated on May 28, 2004. The company is authorized to issue
50,000 shares of common stock of $1 par value. The company is a non-operative
holding company of Shenzhen Hengtaifeng Technology Co. Ltd. (“HTC”). On December
14, 2004, XHT entered in to an agreement with all the shareholders of HTC to
acquire all of the outstanding stock of HTC. The acquisition has been recorded
as a recapitalization of HTC, with HTC being treated as the continuing
entity.
  HTC was
founded in Hi-tech Technology Industrial Park in the city of Shenzhen, Guangdong
Province of People’s Republic of China in July 1995, under the name Shenzhen
Guangba Trade Development Co., Ltd. HTC amended its name to Shenzhen Hengtaifeng
Technology Co. Ltd. on May 12, 2000. HTC is primarily engaged in developing and
distributing software and hardware systems on housing fund, guarantee
information management, and home plan management in the People’s Republic of
China.
  On August
15, 2005, the Company became a wholly owned subsidiary of American Wenshen Steel
Group, Inc.
  Effective
July 30, 2007, the company changed its fiscal year from December 31 to September
30.
  As of
March 31, 2009, American Wenshen Steel Group, Inc. distributed all of the
29,910,000 currently outstanding common Stocks of HXT Holdings to its
stockholders.  There was no proceeds from the distribution and neither
American Wenshen nor HXT Holdings received any consideration in exchange for the
shares distributed .
  After the
distribution, the Company is no longer a subsidiary of American Wenshen. The
Company will continue to be engaged indirectly in the specialized software
industry in the People’s Republic of China through its indirectly wholly owned
subsidiary, Shenzhen Hengtaifeng Technology Co., Ltd.
  Accordingly,
29,243,759 shares were immediately surrendered to the treasury of the Company,
leaving 666,241 shares outstanding at the close of business on March 31,
2009.
  On April
7, 2009 the Company’s Board of Directors declared a three-for-one forward split
of the outstanding shares.
  6
 2    SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of Presentation
  The
unaudited consolidated financial statements have been prepared by the Company,
pursuant to the rules and regulations of the Securities and Exchange
Commission.  The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments) which are, in the
opinion of management, necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally
present in annual consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been omitted pursuant to such rules and regulations. These consolidated
financial statements should be read in conjunction with the annual audited
consolidated financial statements and footnotes.  The results of the
six month period ended March 31, 2009 are not necessarily indicative of the
results to be expected for the full year ending September 30, 2009.
  Use
of estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
  Principles
of consolidation
  The
accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries XHT and HTC. All significant
inter-company accounts and transactions have been eliminated in
consolidation.
  Cash
and cash equivalents
  Cash and
cash equivalents include cash in hand and cash in time deposits, certificates of
deposit and all highly liquid debt instruments with original maturities of three
months or less.
  Accounts
receivable
  The
Company maintains reserves for potential credit losses on accounts
receivable.  Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves.  Reserves are recorded
primarily on a specific identification basis. Allowance for doubtful debts
amounted to $270,740 and $218,956 as of March 31, 2009 and September 30, 2008,
respectively.
  7
 Inventories
  Inventories
comprised of software Compact disk, Computer server and macro-storage equipment.
Inventories are valued at the lower of cost (determined on a weighted average
basis) or market. The Management compares the cost of inventories with the
market value and allowance is made for writing down the inventories to their
market value, if lower.
  Property
& Equipment
  Property
and equipment are stated at cost. Expenditures for maintenance and repairs are
charged to earnings as incurred; additions, renewals and betterments are
capitalized. When property and equipment are retired or otherwise disposed of,
the related cost and accumulated depreciation are removed from the respective
accounts, and any gain or loss is included in
operations.  Depreciation of property and equipment is provided using
the straight-line method for substantially all assets with estimated lives of:
39 years for building, 5 or 7 years for machinery and equipments, and 7 years
for vehicles.
  Software development
costs
  The
Company capitalizes certain computer software development costs in accordance
with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold,
Leased, or Otherwise Marketed.”  Costs incurred internally to create a
computer software product or to develop an enhancement to an existing product
are charged to expense when incurred as research and development expense until
technological feasibility for the respective product is established. Thereafter,
all software development costs are capitalized and reported at the lower of
unamortized cost or net realizable value.  Capitalization ceases when
the product or enhancement is available for general release to
customers.
  The
Company makes on-going evaluations of the recoverability of its capitalized
software projects by comparing the amount capitalized for each product to the
estimated net realizable value of the product.  If such evaluations
indicate that the unamortized software development costs exceed the net
realizable value, the Company writes off the amount which the unamortized
software development costs exceed net realizable value. Capitalized and
purchased computer software development costs are being amortized ratably based
on the projected revenue associated with the related software or on a
straight-line basis over three years, whichever method results in a higher level
of amortization.
  Long-lived
assets
  Effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No.  144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations for a Disposal of a Segment of a
Business."  The Company periodically evaluates the carrying value of
long-lived assets to be held and used in accordance with SFAS
144.  SFAS 144 requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amounts.  In that event, a loss is recognized
based on the amount by which the carrying amount exceeds the fair market value
of the long-lived assets.  Loss on long-lived assets to be disposed of
is determined in a similar manner, except that fair market values are reduced
for the cost of disposal.  Based on its review, the Company believes
that, as of March 31, 2009, there were no significant impairments of its
long-lived assets.
  8
 Fair
value of financial instruments
  Statement
of financial accounting standard No. 107, Disclosures about fair value of
financial instruments, requires that the Company disclose estimated fair values
of financial instruments. The carrying amounts reported in the statements of
financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.
  Revenue
recognition
   The
Company's revenue recognition policies are in compliance with Staff Accounting
Bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers or services has been rendered when a formal arrangement exists, the
price is fixed or determinable, the delivery is completed, no other significant
obligations of the Company exist and collectability is reasonably assured.
Payments received before all of the relevant criteria for revenue recognition
are satisfied are recorded as unearned revenue.
  License
Revenue.  The Company recognizes revenue from license contracts when a
non-cancelable, non-contingent license agreement has been signed, the software
product has been delivered, no uncertainties exist surrounding product
acceptance, fees from the agreement are fixed and determinable and collection is
probable.  Any revenues from software arrangements with multiple
elements are allocated to each element of the arrangement based on the relative
fair values using specific objective evidence as defined in the
SOPs.  If no such objective evidence exists, revenues from the
arrangements are not recognized until the entire arrangement is completed and
accepted by the customer.  Once the amount of the revenue for each
element is determined, the Company recognizes revenues as each element is
completed and accepted by the customer.  For arrangements that require
significant production, modification or customization of software, the entire
arrangement is accounted for by the percentage of completion method, in
conformity with Accounting Research Bulletin (“ARB”) No. 45 and SOP
81-1.
  Services
Revenue.  Revenue from consulting services is recognized as the
services are performed for time-and-materials contracts and contract accounting
is utilized for fixed-price contracts.  Revenue from training and
development services is recognized as the services are
performed.  Revenue from maintenance agreements is recognized ratably
over the term of the maintenance agreement, which in most instances is one year.
Revenue from software services is recognized ratably over the service
period.  Payment received in advance is recorded on the balance sheet
as unearned revenue.
  As of
March 31, 2009, unearned revenue is $462,971, and it includes $414,899 of
customer deposit and $48,072 of unearned software service revenue.
  Research
and development costs
  Research
and development costs are charged to operations as incurred and amounted to
$297,525 and $269,454for the six month periods
ended March 31, 2009 and 2008, respectively.
  Stock-based
compensation
  In
December 2004, the FASB issued SFAS No. 123 (revised 2004),
‘‘Share-Based Payment’’ (‘‘SFAS 123R’’), which requires the measurement of all
employee share-based payments to employees, including grants of employee stock
options, using a fair-value-based method and the recording of such expense in
the consolidated statements of operations. In March 2005, the SEC issued Staff
Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation
of SFAS 123R and the valuation of share-based payments for public companies. The
Company has adopted SFAS 123R and related FASB Staff Positions (“FSPs”) as of
January 01, 2006 and will recognize stock-based compensation expense using the
modified prospective method.  The Company did not issue any stock
based compensation during the six month period ended March 31,
2009.
  9
 Income
taxes
  The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns.  Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of
assets and liabilities and their financial reporting amounts at each period end
based on enacted tax laws and statutory tax rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized.
  According
to the Provisional Regulations of the People's Republic of China on Income Tax,
the Document of Reductions and Exemptions of Income Tax for the Company has been
approved by the Shenzhen local tax bureau, the Company is exempted from income
tax in 2003 and 2004. The Company will also have half of its income taxes exempt
from 2005 to 2007. According to the Provisional Regulations of the People's
Republic of China on Income Tax, the taxable income for the six month periods
ended March 31, 2009 and 2008 are negative, so no income tax is
incurred.
  Foreign
currency transactions and comprehensive income
  Accounting
principles generally require that recognized revenue, expenses, gains and losses
be included in net income. Certain statements, however, require entities to
report specific changes in assets and liabilities, such as gain or loss on
foreign currency translation, as a separate component of the equity section of
the balance sheet. Such items, along with net income, are components of
comprehensive income. The functional currency of HTC is Chinese Renminbi. The
unit of Renminbi is in Yuan. Foreign currency translation gain (loss)
amounted to $(15) and $133,403 for the six month periods ended March 31, 2009
and 2008, respectively.  Accumulated other comprehensive income
amounted to $321,023 and $321,038 on March 31, 2009 and September 30, 2008,
respectively.
  Earnings
per share
  Net loss
per share is calculated in accordance with the Statement of financial accounting
standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded
Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all
periods presented has been restated to reflect the adoption of SFAS No. 128.
Basic net income per share is based upon the weighted average number of common
shares outstanding. Diluted net income per share is based on the assumption that
all dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the
period.
  Statement
of cash flows
  In
accordance with Statement of Financial Accounting Standards No. 95, "Statement
of Cash Flows," cash flows from the Company's operations is calculated based
upon the local currencies.  As a result, amounts related to assets and
liabilities reported on the statement of cash flows will not necessarily agree
with changes in the corresponding balances on the balance sheet.
  Segment
reporting
  Statement
of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure about
Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131 has no effect on the Company's consolidated financial statements as
substantially all of the Company's operations are conducted in one industry
segment.
  10
 Recent
pronouncements
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”, which is an amendment of Accounting Research
Bulletin (“ARB”) No. 51.  This statement clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  This statement changes the way the consolidated
income statement is presented, thus requiring consolidated net income to be
reported at amounts that include the amounts attributable to both parent and the
noncontrolling interest.  This statement is effective for the fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.  Based on current conditions, the Company does not
expect the adoption of SFAS 160 to have a significant impact on its results of
operations or financial position.
 
 In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. Management is
currently evaluating the effect of this pronouncement on financial
statements.
 
 In May of
2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting
Principles”. The pronouncement mandates the GAAP hierarchy reside in the
accounting literature as opposed to the audit literature. This has the practical
impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP
hierarchy. This pronouncement will become effective 60 days following SEC
approval. The Company does not believe this pronouncement will impact its
financial statements.
 
 In May of
2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60”. The scope of the
statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. The Company does not believe this pronouncement will impact
its financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company’s fiscal year beginning October 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its consolidated financial statements, the
Company will be required to expense costs related to any acquisitions after
September 30, 2009.
 
 11
 On
December 30, 2008 FASB issued FIN 48-3, “Effective Date of FASB Interpretation
No. 48 for Certain Nonpublic Enterprises”. This FSP defers the effective date of
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, for
certain non-public enterprises as defined in paragraph 289, as amended, of FASB
Statement No. 109, Accounting for Income Taxes, including non-public
not-for-profit organizations. However, non-public consolidated entities of
public enterprises that apply U. S. GAAP are not eligible for the deferral.
Nonpublic enterprises that have applied the recognition, measurement, and
disclosure provisions of Interpretation 48 in a full set of annual financial
statements issued prior to the issuance of this FSP also are not eligible for
the deferral. This FSP shall be effective upon issuance. The Company does not
believe this pronouncement will impact its financial statements.
 
 On
January 12, 2009 FASB issued FSP EITF 99-20-01, “Amendment to the Impairment
Guidance of EITF Issue No. 99-20”. This FSP amends the impairment guidance in
EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to be Held
by a Transferor in Securitized Financial Assets,” to achieve more consistent
determination of whether an other-than-temporary impairment has occurred. The
FSP also retains and emphasizes the objective of an other-than-temporary
impairment assessment and the related disclosure requirements in FASB Statement
No. 115, Accounting for Certain Investments in Debt and Equity Securities, and
other related guidance. The FSP is shall be effective for interim and annual
reporting periods ending after December 15, 2008, and shall be applied
prospectively. Retrospective application to a prior interim or annual
reporting period is not permitted. The Company does not believe this
pronouncement will impact its financial statements.
 
 3.  INVENTORIES
  Inventories
as of March 31, 2009 and September 30, 2008 consist of the
following:
 March 31,
      2009
                  
                  
                  September
      30, 2008Raw
      and packing materials
                  
                  $
                  53,290
                  
                  
                  $
                  53,306Finished
      goods
                  
                  
                  1,607
                  
                  
                  
                  1,605Work
      in process
                  
                  
                  283,021
                  
                  
                  
                  433,487Total
                  
                  
                  337,918
                  
                  
                  
                  488,398Less:
      Allowance for inventories
                  
                  
                  (270,512
                  )
                  
                  
                  (433,487
                  )Net
      Inventories
                  
                  $
                  67,406
                  
                  
                  $
                  54,911
  4.    PROPERTY
AND EQUIPMENT
  Net
property and equipment as of March 31, 2009 and September 30, 2008 are as
follows:
  
 March 31,
      2009
                  
                  
                  September
      30, 2008Building
      & improvement
                  
                  $
                  41,555
                  
                  
                  $
                  41,498Machinery&
      equipment
                  
                  
                  222,634
                  
                  
                  
                  214,602Vehicles
                  
                  
                  87,084
                  
                  
                  
                  86,966Furniture
      and fixture
                  
                  
                  22,049
                  
                  
                  
                  22,019Software
                  
                  
                  316,793
                  
                  
                  
                  316,360Total
                  
                  
                  690,115
                  
                  
                  
                  681,445Less:
      Accumulated depreciation
                  
                  
                  (498,910
                  )
                  
                  
                  (462,683
                  )Net
      Property & Equipment
                  
                  $
                  191,205
                  
                  
                  $
                  218,807
  Depreciation expenses for the six month periods ended March 31, 2009 and 2008
were $35,637 and $29,685, respectively.
   12
  5.
              OTHER
      RECEIVABLE
  Other
receivable as of March 31, 2009 and September 30, 2008 consist of the
following:
 
 March 31,
      2009
                  
                  
                  September
      30, 2008Advances
      to other companies
                  
                  $
                  4,011
                  
                  
                  $
                  12,991Advances
      to employees
                  
                  
                  45,240
                  
                  
                  
                  28,786Value
      added tax receivable
                  
                  
                  23,984
                  
                  
                  
                  10,548Total
                  
                  $
                  73,235
                  
                  
                  $
                  52,325
  Advances
      to other companies amounted to $4,011 as of March 31, 2009. It includes
      advances to other unrelated parties, which are unsecured, interest free,
      and due on demand.
  Advances
to employees amounted to $45,240.  These advances are unsecured,
interest free, and due on demand.
  6.     ACCOUNTS
PAYABLE & ACCRUED EXPENSES
  The
Company has accounts payable and accrued expenses amounting $78,935 and $157,660
as of March 31, 2009 and September 30, 2008, respectively. Accounts payable
includes payable to vendors, and accrued expenses include accrued professional
expenses.
  7.
              OTHER
      INCOME
  Other
income amounted to $310,370 and $46,791 for the six month periods ended March
31, 2009 and 2008, respectively.  Other income mainly consists of
recovery of bad debt for the six month periods ended March 31,
2009.
  8.    TAX
PAYABLE
 The
Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each period end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.
 
 13
 The
Company also has half of its income taxes exempt (income tax rate 15%) from 2005
to 2007.
  The
provision for taxes on earnings for the six month periods ended March 31, 2009
and 2007 consisted of:
  For
      the six month periods ended March 312 0
      0 9
                    
                    
                    2 0
      0 8TaxTax
      at statutory rate
                    
                    
                    34
                    %
                    
                    
                    34
                    %Foreign
      tax rate difference
                    
                    <19%>
                    
                    
                    <19%>Net
      operating loss in other tax jurisdiction for where no benefit is
      realized
                    
                    <15%>
                    
                    
                    <15%>Effective
      tax rate
                    
                    
                    0
                    %
                    
                    
                    0
                    %
 
 Deferred
tax assets:
 
 Net
      operating loss
                  
                  $
                  1,459,749Total
      deferred tax assets
                  
                  
                  558,554Less
      valuation allowance
                  
                  
                  (558,554
                  )$
                  --
 
 At March
31, 2009, the Company had a net operating loss (“NOL”) carry forwards of
approximately $1,459,749.  A 100% valuation allowance has been
recorded for the deferred tax asset due to the uncertainty of its realization.
 
 14
  9.     EMPLOYEE
WELFARE PLAN
  The
Company has established its own employee welfare plan in accordance with Chinese
law and regulations. The Company makes annual pre-tax contributions of 14% of
all employees' salaries for the year ended December 31, 2004. The total expense
for the above plan amounted to $41,290 for the year ended December 31,
2004.
  HTC is
classified as a wholly-owned foreign enterprise under PRC law by virtue of its
ownership by XHT. HTC has changed its employee welfare plan in accordance with
Chinese law and regulations and does not make annual pre-tax contributions of
14% of all employees' salaries for the years ended December 31, 2005. The total
expense amounted to $11,564 and $12,097 for the six month periods ended March
31, 2009 and 2008, respectively.
  
 10.   STATUTORY
RESERVE
 
 As
stipulated by the Company Law of the People's Republic of China (PRC), net
income after taxation can only be distributed as dividends after appropriation
has been made for the following:
  i) Making
up cumulative prior years' losses, if any;
  ii)
Allocations to the "Statutory surplus reserve" of at least 10% of income after
tax, as determined under PRC accounting rules and regulations, until the fund
amounts to 50% of the Company's registered capital;
  iii)
Allocations of 5-10% of income after tax, as determined under PRC accounting
rules and regulations, to the Company's "Statutory common welfare fund", which
is established for the purpose of providing employee facilities and other
collective benefits to the Company's employees; and Statutory common welfare
fund is no longer required per the new cooperation law executed in
2006.
  iv)
Allocations to the discretionary surplus reserve, if approved in the
shareholders' general meeting.
 
 In
accordance with the Chinese Company Law, the Company has allocated 10% of its
net income to surplus. The amount allocated to the surplus reserve was $0 for
the six month periods ended March 31, 2009 and 2008, respectively.
  15
 11.     SHAREHOLDERS’
EQUITY
 
 The
Company has authorized (a) Sixty Million (60,000,000) shares of common stock,
par value .001 per share and (b) One Million (1,000,000) shares of Preferred
Stock, par value .001 per share.  As of March 31, 2009, 29,910,000
common shares were issued and  666,241 shares were outstanding, and
none preferred stock was issued and outstanding.
  On April
7, 2009 the Company’s Board of Directors declared a three-for-one forward split
of the outstanding shares.
 
  12.    COMMITMENT
  HTC has
leased approximately 510 square meters of space used for its executive offices
and operations in Shenzhen, China from Shenzhen Zhongze Shiji Co., Ltd. The
lease is for a term of five year from October 1, 2007 to September 30, 2012. The
monthly rent expense is $5,046 (excluding property management and area condition
maintenance fees).
  The rent
expenses are $26,258 and $32,888for the six month periods
ended March 31, 2009 and 2008, respectively.
  Future
lease commitments for theperiods after March 31,
2009 are as follows:
 
 2009
                  
                  $
                  45,4142010
                  
                  
                  60,5522011
                  
                  
                  60,5522012
                  
                  
                  45,414Total
                  
                  $
                  211,932
  
 16
  13.  SUPPLEMENT
DISCLOSURE OF CASH FLOWS
  The
Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.
  The
interest expenses are $146 and $0for the six month periods ended March 31, 2009 and 2008,
respectively.
  The
Company did not paid income taxfor the six month period ended March 31, 2009 and 2008,
respectively.
  14.  CURRENT
VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
  The
Company's operations are carried out in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC, and by the general state
of the PRC's economy.
  The
Company's operations in the PRC are subject to specific considerations and
significant risks not typically associated with companies in the North America
and Western Europe.  These include risks associated with, among
others, the political, economic and legal environments and foreign
currency      exchange.  The Company’s
results may be adversely affected by changes in governmental
policies   with   respect   to   laws   and    regulations,
anti-inflationary measures, currency conversion and remittance abroad, and rates
and methods of taxation, among other things.
  The
Company does not maintain fire, theft or liability insurance. The Company is
exposed to various risks of loss related to torts; theft of, damage to and
destruction of assets; error and omissions and natural disasters.
  15.  MAJOR
CUSTOMERS AND VENDORS
  Major
customers and vendors represent those who accounted for 10% or over of the
Company’s total net revenue or purchase, respectively.
  Two major
customers accounted for 40% and 10% of the revenue for the six month period
ended March 31, 2009.  The Company has receivables of $49,807 to these
customers on March 31, 2009.
  Two major
customers accounted for 22% and 11% of the revenue for the six month period
ended March 31, 2008.  The Company has receivables of $21,840 to these
customers on March 31, 2008.
  Two major
vendors provided 66% and 22% of the Company’s purchases for the six month period
ended March 31, 2009.  The Company has payables of $12,528 to these
vendors on March 31, 2009.
  Two major
vendors provided 44% and 40% of the Company’s purchases for the six month period
ended March 31, 2008.  The Company has payables of $12,211 to these
vendors on March 31, 2008.
  The
Company extends credit to its customers based upon its assessment of their
credit worthiness and generally does not require
collateral.
  17
   ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS





The
following discussion and analysis discusses trends in the Company’s financial
condition and results of operations for the six month periods ended
March 31, 2009 and 2008.





You
should read this section together with our consolidated financial statements and
related notes appearing elsewhere in this prospectus. This discussion contains
predictive statements that involve risks, uncertainties and assumptions. Actual
results may differ materially from those anticipated in these predictive
statements as a result of many factors, including, but not limited to, those set
forth under "Risk Factors" and elsewhere in this prospectus.





Overview





Because
all of our operations are conducted by our subsidiary, HTF, this discussion of
our financial results is based on the business results and financial condition
of HTF.  HTF is a provider of special-use applications software and
management-information systems integration services in The People's
Republic of china ( the " PRC"), and develops and produces four kinds of
specialized software products:  Housing Accumulation Fund software,
Credit Guarantee management software, family planning software and property
management software. Of these four products, Housing Accumulation Fund
software and Credit Guarantee software are the major contributors to our
revenue.





HTF has
also been in the business of providing value-added systems integration services
pursuant to its strategic alliances with other software companies. In 2008,
HTF’s strategic alliance with Lenovo ended when the cooperation agreement
between the two parties expired and was not renewed.  As a result, we
do not expect to have any significant revenue from our systems integration
services for the indefinite future.





In
addition to the loss of revenue from systems integration services, we have
experienced reduced sales volume for most of our software products, during each
of the six comparison periods.  In the case of our two main software
products, we believe the reduction in revenue will not be reversed, and may
deepen, over the next several quarters, as customers delay purchases of our
products until we release new versions or upgrades, which we hope to do in
2009.





Results
of Operations




18




HXT
HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF OPERATIONS


For the
six months periods ended March 31, 2009 and 2008





For
      the six months periods ended March 312009
                    
                    
                    2008(Unaudited)
                    
                    
                    (Unaudited)Sales
      revenues
                    
                    
                    
                    521,055
                    
                    
                    
                    433,618Cost
      of sales
                    
                    
                    
                    255,338
                    
                    
                    
                    135,490Gross
      profit
                    
                    
                    
                    265,717
                    
                    
                    
                    298,128Operating
      expenses-
      Selling  expenses
                    
                    
                    
                    177,276
                    
                    
                    
                    202,081-
      Administrative expenses
                    
                    
                    
                    204,238
                    
                    
                    
                    290,124-
      Research & Development expenses
                    
                    
                    
                    297,525
                    
                    
                    
                    269,454Total
      operating expenses
                    
                    
                    
                    679,038
                    
                    
                    
                    761,659Operating
      income/(loss)
                    
                    
                    
                    (413,321
                    )
                    
                    
                    (463,531
                    )Non-operating
      income/(expense)-
      Interest income
                    
                    
                    
                    240
                    
                    
                    
                    9,547-
      Interest expense
                    
                    
                    
                    (146
                    )
                    
                    
                    (1,571
                    )-
      Gain (loss) on sale of property-
      Other income
                    
                    
                    
                    310,370
                    
                    
                    
                    46,791-
      Other expense
                    
                    
                    
                    (603
                    )
                    
                    
                    (1,145
                    )Total
      other income/(expense)
                    
                    
                    
                    309,859
                    
                    
                    
                    53,621Net
      income/(loss)
                    
                    
                    
                    (103,462
                    )
                    
                    
                    (409,911
                    )Foreign
      currency translation gain
                    
                    
                    
                    (15
                    )
                    
                    
                    133,403Comprehensive
      income
                    
                    
                    
                    (103,477
                    )
                    
                    
                    (276,508
                    )Basic
      and diluted weighted average shares outstanding
                    
                    
                    
                    29,749,320
                    
                    
                    
                    29,910,000Basic
      net income(loss) per share
                    
                    
                    
                    (0.003
                    )
                    
                    
                    (0.014
                    )





19


Net
Revenue





Six
Months Ended March 31, 2009 Compared To Six Months Ended March 31,
2008





Total net
sales for the six months ended March 31, 2009 were $521,055 compared to $433,618
for the six months ended March 31, 2008, representing an increase of $87,437 or
20%. The increase was due to a decrease of $10,729 in sales of our Credit
Guarantee software, a decrease of $48,823 in sales of our systems integration
services, and an increase of $136,868 in sales of our Housing Accumulation Fund
software.





The
decrease in sales of our Credit Guarantee software was due primarily to the fact
that in 2008, we increased our focus on research and development of new credit
guarantee management software, and correspondingly reduced our focus on sales of
our existing credit guarantee management software.  Our new software
product is based on Browser/Server (B/S) architecture as opposed to
Client/Server (C/S) architecture, and we believe it may lead to higher profits
in the near to medium term.  We hope to launch our new credit
guarantee software product in 2009.  We believe sales of our Credit
Guarantee software have also been affected by the PRC central bank’s tightening
of monetary policy in 2008, which we believe caused credit guarantee entities to
focus on adjusting to the new policy and to postpone the evaluations of their
information management systems that would lead to decisions to purchase our
software.  We believe that sales of our credit guarantee software will
continue to decrease until the new product launch and are likely to increase
shortly after the launch, because of pent-up demand and because we expect the
new product to have a higher purchase price than our existing
product.





For the
six months ended March 31, 2009, we did not generate any revenue from our
Systems Integration Services, which decreased by $48,823, or 100%, from the six
months ended March 31, 2008). This was due to the fact that we did not sign a
new cooperation agreement with Lenovo after the expiration of our old
cooperation agreement on March 31, 2008.  We do not expect to have
significant revenue from systems integration services for the indefinite
future.





The
increase of sales of our Housing Accumulation Fund software (which increased by
$136,867, or 50%, from $275,345 in the six months ended March 31, 2008) was due
to a new large customer.





Cost
of sales





Six
Months Ended March 31, 2009 Compared With Six Months Ended March 31,
2008





Cost of
sales for the six months ended March 31, 2009 were approximately $255,338,
representing an increase of 88% from approximately $135,490 for the six months
ended March 31, 2008, primarily due to the increase in cost of sales of our
Housing Accumulation Fund software and to the decrease in cost of sales of our
Systems Integration Services.





The cost
of sales of our Systems Integration Services decreased by $50,619, or 100%, to
$0 for the six months ended March 31, 2009 from approximately $50,619 for the
six months ended March 31, 2008. The decrease was primarily due to the reduction
in sales due to our not renewing our contract with Lenovo to provide such
services.





The cost
of sales of our Housing Accumulation Fund software increased by $165,503, or
196%, to approximately $250,126 for the six months ended March 31, 2009 from
approximately $84,623 for the six months ended March 31, 2008. The increase was
primarily due to the increase in sales.





20


Gross
Profit





Six
Months Ended March 31, 2009 Compared With Six Months Ended March 31,
2008





Gross
profit for the six months ended March 31, 2009 was approximately $265,717,
compared to $298,128 for six months ended March 31, 2008, representing a
decrease of $32,411 or approximately 11%. The decrease was primarily due to the
increase in cost of sales of our Housing Accumulation Fund software described
above.





Selling,
General and Administrative Expenses





Six
Months Ended March 31, 2009 Compared With Six Months Ended March 31,
2008





Selling,
general and administrative expenses were approximately $679,038 for the six
month period ended March 31, 2009, or approximately 130% of net sales, compared
to approximately $761,659 or approximately 176% of net sales, for the six month
period ended March 31, 2008.





The
changes in selling, general and administrative expenses are attributable to a
$85,886 decrease in general and administrative expenses, a $24,805 decrease in
selling expense and to a $28,071 increase in research and development
expense.





General
and administrative expenses decreased by $85,886, or 30% to $204,238 for the six
months ended March 31, 2009 from approximately $290,124 for the six months ended
March 31, 2008. As of March 31, 2009, allowance for accounts receivable was
$270,740, allowance for other receivables was $304,696, allowance for inventory
was $270,512 and allowance for Security deposit was $5,860.





Selling
expenses decreased by $24,805, or 12% to $177,276 for the six months end March
31, 2009 from approximately $202,081 for the six months ended March 31, 2008
because of a decrease for Publicity and Promotion expense.





Research
and development expenses increased by $28,071, or 8% to $297,525 for the six
months ended March 31, 2009 from approximately $269,454 for the six months ended
March 31, 2008





Income
Taxes





From 2005
to 2007, we were exempt from 50% of our income taxes under relevant tax
guidance, including the Provisional Regulations of the People's Republic of
China on Income Tax and the Document of Reductions and Exemptions of Income Tax,
as interpreted by the Shenzhen Tax Bureau. Under applicable tax regulations, our
taxable income for the six month periods ended March 31, 2009 and 2008 are
negative, so no income tax was incurred for those periods.





21


We
utilize SFAS No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in financial statements or tax
returns. Under this method, deferred tax liabilities or assets are recognized
for the estimated future tax consequences of current differences between the tax
base of an asset or liability and the financial reporting amount attributed to
that asset or liability at each period end, based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be
realized.





Liquidity
and Capital Resources





Cash
and Cash Equivalents





Cash and
cash equivalents increased from $6,827 as of September 30, 2008 to $33,777 as of
March 31, 2009. This increase was due to an increase in customer deposit of
$189,744, a decrease in Accounts payable and accrued expense of $78,935 and a
increase in Accounts receivable of $38,797.





Cash
Provided in Operating Activities





Net cash
provided in operating activities during the six months ended March 31, 2009 was
$34,677, and net cash used in operating activities during the six months ended
March 31, 2008 was $73,033. The increase was a result of an $189,744 increase in
customer deposit, a decrease in Accounts payable and accrued expense of $78,935
and an increase in Accounts receivable of $38,797. The increase in customer
deposit was due to the more prepayments advanced by customers. The decrease in
Accounts payable and accrued expense was primarily due to payment of the
accrued expense. The decrease in Accounts receivable was due to a new large
customer.





We have
not had any significant net cash either used in or provided by investing or
financing activities in fiscal years of 2009 and 2008.





Accounts
Receivable





The
decrease in accounts receivable from $142,449 as of September 30, 2008 to
$129,958 as of March 31, 2008 is primarily attributable to the increase in
Allowance for Accounts receivable.





The
Company maintains reserves for potential credit losses on accounts receivable.
Management reviews the composition of accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit worthiness,
current economic trends and changes in customer payment patterns to evaluate the
adequacy of these reserves. Reserves are recorded primarily on a specific
identification basis. Allowance for doubtful debts amounted to $270,740 as of
March 31, 2009.





22


Inventory





From the
six month periods ended March 31, 2009, inventory increased from $54,911 to
$67,406. This increase is primarily attributable to the increased amount of
finished goods, some of which have not been received by the customers and hence
not recognized as revenues. The Company maintains reserves for potential
inventory losses. Reserves are recorded primarily on a specific identification
basis. Allowance for inventory amounted to $270,512 as of March 31,
2009.




Other
Receivable





Other
receivables amounted to $73,235 as of March 31, 2009, having slightly decreased
from $52,325 as of September 30, 2008.





Accounts
Payable





Accounts
payable and accrued expenses increased from $157,660 as of September 30, 2008 to
$78,935 as of March 31, 2009, primarily as a result of a payment in our accrued
expenses.





Payroll
Payable





Payroll
payable increased from $56,809 as of September 30, 2008 to $63,293 as of March
31, 2009. The change was due to a payment of $7,689 which was paid on April 1,
2009.





Unearned
revenue





The
Company's revenue recognition policies are in compliance with Staff Accounting
Bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
customers or when services have been rendered when a formal arrangement exists,
the price is fixed or determinable, the delivery is completed, no other
significant obligations of the Company exist and collectability is reasonably
assured. Payments received before all of the relevant criteria for revenue
recognition are satisfied are recorded as unearned revenue. As of March 31,
2009, unearned revenue is $462,971, and it includes $414,899 of customer
deposits and $48,072 of unearned software service revenue. Software service
revenue was approximately $37,615 and $18,674 during the six months ended March
31, 2009 and 2008, respectively. Unearned revenue as of March 31, 2009 and
September 30, 2009 was $462,971 and $272,841, respectively.





Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on their financial condition or results of
operations.





23


Risk
Factors That May Affect Future Results





You
should carefully consider the risks described below before buying our common
stock.  If any of the risks described below actually occurs, that
event could cause the trading price of our common stock to decline, and you
could lose all or part of your investment.




We
face risks associated with both the high-technology and the
intellectual-property aspects of the software business.




We make
and sell software, a product susceptible to numerous problems, including
programming imperfections that may be discovered long after a product has been
launched and viruses and other digital causes of disruption. In addition,
upgrades that are necessary either to repair defects or to make improvements to
our products may take longer to develop than we expect, and specific intended
upgrades may prove impossible to achieve within a reasonable timeframe and
budget. Bugs and viruses could harm our business not only by impairing our
products, but also by harming our reputation and the reliability that our
customers associate with our brand. We also face a risk that new computer
hardware, with which our software is not compatible, may become popular with our
customers and limit our customer base unless we are able to develop new,
compatible versions of our products. If any of these risks were to materialize,
they could have a material adverse effect on our business and financial results.
We also face the risk that our intellectual property could be stolen and used to
benefit a competitor and diminish our own competitive position.




The
markets for our products could diminish or disappear if the regulations
governing the industries in which our customers operate change.




We
develop and market applications software for industry sectors that operate under
the direct guidance of Chinese national policy. In some cases, such as our
Housing Accumulation Fund software and Family Planning software, our products
are designed either to implement or to be used specifically in connection with
government-sponsored and -controlled programs. A change or adjustment in
national policy could have a profound impact on both the programs and the
industry sectors associated with them. Were the national government to
terminate, scale back or make substantial alterations to any such program, it
could render our software products associated with that program useless or of
limited utility and severely diminish or eliminate market demand for the
products. In such an event, our operating results would suffer severely and we
would be forced either to alter our existing products or to design and develop
new products to replace them. There is no guarantee that we would succeed under
those circumstances.




We
operate in a highly competitive industry.




We face increasing competition in the
development and marketing of specialized software and providing systems
integration and related services.  A large number of new software
competitors enter the Chinese software market each year.  Competition is
based primarily on price and quality of offered products.  While we intend
to maintain or improve our competitive position through constant improvements in
our products and services and operational efficiencies, we cannot assure you
that we will achieve these improvements or that the improvements, if achieved,
will be sufficient to improve or maintain our position relative to current or
future competitors.  In the specific markets in which we operate, we face
competition from companies that offer products similar to our own.  We face
risks that our competitors could anticipate the needs of a changing market with
innovations sooner or more effectively than we do, as well as risks relating to
unfair use of our intellectual property.  If these risks materialize, they
could hurt our competitive position significantly.





24


Our
Inability to Fund Our Capital Expenditure Requirements May Adversely Affect Our
Growth and Profitability.




Our
future growth may depend upon our ability to raise capital from outside sources.
Should financing from outside sources become necessary, we cannot guarantee that
we will be able to obtain it on a timely basis and on acceptable terms, and our
failure to do so may adversely affect our financial position, competitive
position, growth and profitability. Our ability to obtain acceptable financing
at any time may depend on a number of factors, including:




·
            our
      financial condition and results of operations,·
            the
      condition of the PRC economy and the computer software industry in the
      PRC, and·
            conditions
      in relevant financial markets in the U.S., the PRC and elsewhere in the
      world.




We will
not receive any consideration and there will be no proceeds from the
distribution of our common stock under this prospectus.




We
May Not Be Able to Effectively Control and Manage Our Growth.




If our
business and markets grow and develop, it will be necessary for us to finance
and manage expansion in an orderly fashion. In addition, we may face challenges
in managing expanding product and service offerings and in integrating acquired
businesses with our own. These eventualities would increase demands on our
existing management, workforce and facilities. Failure to satisfy these
increased demands could interrupt or adversely affect our operations and cause
production backlogs, longer product development timeframes and administrative
inefficiencies.




Furthermore,
as we expand our business, our overhead for facilities, marketing and
advertising costs, administrative costs and other operating expenses will
increase. If such increases are not offset by corresponding increases in our
revenues, our profitability could be limited and we could incur operating
losses.




We
Do Not Presently Maintain Fire, Theft, Liability or Any Other Insurance, Which
Leaves Us With Exposure in The Event of Loss or Damage to Our Properties or
Claims Filed Against Us.




We do not
maintain fire, theft, liability or other insurance of any kind. We bear the
economic risk with respect to loss of or damage or destruction to our property
and to the interruption of our business as well as liability to third parties
for damage or destruction to them or their property that may be caused by our
personnel or products. Such liability could be substantial and the occurrence of
such loss or liability may have a material adverse effect on our business,
financial condition and prospects. While product liability lawsuits in the PRC
are rare and HTF has never experienced significant failures of its software,
there can be no assurance that HTF would not face liability in the event of the
failure of any of its products.




25




We
Depend on Large Contracts and a Concentration of Customers; Loss of Any One of
These Could Substantially Decrease Our Revenues.




Our
revenue is dependent, in large part, on significant contracts from a limited
number of customers. In fiscal year 2007, approximately 71% of our sales were to
our 10 largest customers, approximately 61% of our sales were made to our five
largest customers, and approximately 34% of sales were made to our largest
customer. In fiscal year 2008, approximately 44% of our sales were made to our
five largest customers, and approximately 14% of sales were made to our largest
customer. We believe that revenue derived from current and future large
customers will continue to represent a significant portion of our total revenue.
Our inability to continue to secure and maintain a sufficient number of large
contracts would cause a significant decrease in our revenues, which would
negatively affect our operating results.




We
Are Dependent Upon Certain Key Personnel, the Loss of Which Could Leave Us
Without Adequate Human Resources.




We
depend, to a large extent, on the expertise and efforts of a small number of
individuals with experience in the software industry, ties to international
capital markets and existing relationships with Chinese government agencies. Due
to the specialized nature of their backgrounds, we might not be able to find
suitable replacements were we to lose their services. This could adversely
affect certain of our existing customer relationships and our ability to build
new relationships with certain government agencies. We do not carry key man life
insurance for any key personnel.




Risks
Related to Operating Our Business in China





Changes
in the Policies of the PRC Government Could Affect the Business We Are Able to
Conduct in China and the Profitability of Such Business.




China is
making a transition from a planned economy to a market-oriented economy. This
transition is subject to five-year and annual plans adopted by the national
government, which lay out national economic development goals. Government
policies have historically had a substantial effect on economic conditions in
China. The Chinese government has confirmed that economic development will
follow a model of "market economy under socialism." We believe that under this
model China will continue to strengthen its economic and trading relationships
with foreign countries, and that business development in China will be subject
to market forces. However, there can be no assurance that this trend will
actually continue. A change in policies by the Chinese government could
adversely affect our interests by resulting in, among other things: changes in
laws, regulations or the interpretation thereof; confiscatory taxation;
restrictions on currency conversion, imports or sources of supplies; or the
expropriation or nationalization of private enterprises. Although the Chinese
government has been pursuing economic reform policies for approximately two
decades, there is no assurance that the government will continue to pursue such
policies or that such policies will not be significantly altered, especially in
the event of a change in leadership, social or political disruption, or other
circumstances affecting China's political, economic and social
life.




We
Face the Risk of Piracy of Our Intellectual Property; the Enforcement of Laws to
Protect Intellectual Property Rights in the PRC May Not be Sufficient to Protect
Against Such Risks.




For many years, piracy has negatively
affected Chinese and foreign software companies doing business in China.
Although the PRC government has strengthened its copyright laws and increased
its efforts to enforce such laws, we believe that copyright laws and their
enforcement in the PRC are still in need of improvement. According to William
Lash, U.S. Assistant Secretary of Commerce, "the total amount of fines [for
piracy] in the country in 2003 equaled, by my calculation, 1/20th of 1% of the
amount of damage caused by piracy." In order to deter piracy, we use certain
security measures to protect our products, such as embedding special check codes
in our software. We also deter piracy by frequently upgrading our software
products so as to make pirated versions soon obsolete. Finally, we believe that
by operating in specialized application software markets with fewer potential
customers and competitors than the general software market, we also lessen the
risk of piracy to a certain extent. We believe that such markets, because of
their smaller size and sophisticated business and government consumers, are less
attractive to potential pirates. Furthermore, the requirements for specialized
technical knowledge may also make the software more difficult to obtain and
replicate. However, there is no guarantee that the measures we take to deter
piracy of our intellectual property are sufficient, or that our business
operations and financial results will not suffer significant harm due to piracy
we do not succeed in preventing.




26


The
PRC Laws and Legal System Governing Our Business Operations and Contractual
Arrangements Are Uncertain, and If We Are Found To Be in Violation, We Could Be
Subject To Sanctions.




There are
substantial uncertainties regarding the interpretation and application of the
PRC laws and regulations to which we are subject. The PRC has not yet developed
a fully integrated legal system, and the existing array of laws and regulations
may not be sufficient to cover all aspects of economic activities in the PRC
relevant to our business. In addition, published government policies and
internal rules in the PRC may have retroactive effects, and in some cases
policies and rules are not published at all. As a result, we may be unaware of
our violation of these policies and rules until some time later.




PRC
authorities retain broad discretion in dealing with violations of laws and
regulations, including levying fines, revoking business licenses and requiring
actions necessary for compliance. In particular, licenses, permits and
beneficial treatments issued or granted to us by relevant governmental bodies
may be revoked at a later time based on contrary findings of higher regulatory
bodies. Therefore we cannot predict what effect the interpretation of existing
or new PRC laws or regulations may have on our businesses, and we cannot rule
out the possibility that we will be subject to sanctions, including fines, or
that we could be required to restructure our operations. We cannot assure you
that we will not be found in violation of PRC laws or regulations or that such a
finding will not have a material adverse effect on our business.




Some
areas of the law applicable to us are subject to heightened uncertainty. We and
our subsidiaries HXT and HTF are considered "foreign persons" or "foreign funded
enterprises" under PRC laws and, as a result, we are required to comply with
specific PRC laws and regulations, including laws governing our contractual
relationships with our affiliated entities. These laws and regulations are
relatively new, and the published decisions informing their interpretation are
few and non-binding. These laws may therefore be especially susceptible to
future change, including a delay in their effectiveness, which could result in
detrimental reliance by foreign investors, and their official interpretation and
enforcement may involve substantial uncertainty. Other laws and regulations
subject to substantial uncertainty include those governing the enforcement and
performance of our arrangements with customers in the event of the imposition of
statutory liens, the commencement of bankruptcy or criminal proceedings, or the
death of a party.




A
Slowdown or Other Adverse Development in the PRC Economy May Adversely Affect
Our Customers, Demand for Our Services and Our Business.




All of
our operations are conducted in the PRC and all of our revenues are generated
from sales in the PRC to businesses operating in the PRC. Although the Chinese
economy has grown significantly in recent years, there is no guarantee that such
growth will continue. The computer software industry in the PRC is relatively
new and rapidly growing, but we do not know how sensitive we are to a slowdown
in economic growth or other adverse changes in the economy that could affect
demand for specialized computer software. A slowdown in overall economic growth,
an economic downturn or recession, or other adverse economic developments in the
PRC could substantially reduce the demand for our products and significantly
reduce our revenues and profits.




Inflation
in China Could Negatively Affect Our Profitability and Growth, and efforts to
control inflation could also hurt our business.




Because
of China’s rapid economic growth in recent years, it could be susceptible to
growth in the money supply and rising inflation. If prices for our products rise
at a rate that is insufficient to compensate for the rise in our costs, our
profitability will be adversely affected. In order to control inflation, the
Chinese government has imposed controls on bank credits, limits on loans for
fixed assets and restrictions on state bank lending. Austerity policies such as
these could lead to a slowing of economic growth. In October 2004, the People's
Bank of China, China's central bank, raised interest rates for the first time in
nearly a decade and indicated in a statement that the increase was prompted by
inflationary concerns. Over the next few years, the Bank raised interest rates
three more times, the latest increase occurring in March 2007, for a cumulative
increase of 1.08 percentage points. Repeated increases in interest rates by the
central bank could slow economic activity in China which could, in turn, reduce
demand for our products.




27


Governmental
Control of Currency Conversion Will Affect the Value of Your
Investment.




The PRC
government imposes controls on the convertibility of Renminbi into foreign
currencies and, in certain cases, the remittance of currency out of the PRC. We
receive substantially all of our revenues in Renminbi, which is currently not a
freely convertible currency. Shortages in the availability of foreign currency
may restrict our ability to remit sufficient foreign currency to pay dividends
or otherwise satisfy foreign currency dominated obligations. Under existing PRC
foreign exchange regulations, payments of current account items, including
profit distributions, interest payments and expenditures from a transaction, can
be made in foreign currencies without prior approval from the PRC State
Administration of Foreign Exchange (SAFE) by complying with certain procedural
requirements. However, payment of capital expenses, such as the repayment of
bank loans denominated in foreign currencies, does require approval from SAFE
where Renminbi will be converted into foreign currency and remitted out of
China.




The
Chinese government may also, at its discretion, restrict access in the future to
foreign currencies for current account transactions. If the foreign exchange
control system prevents us from obtaining sufficient foreign currency to satisfy
our currency demands, we may not be able to pay certain of our expenses as they
come due.




The
Fluctuation of the Renminbi May Reduce the Value of Your
Investment.




The value
of the Renminbi against the U.S. dollar and other currencies may fluctuate and
is affected by, among other things, changes in China's political and economic
conditions. As we rely entirely on revenues earned in China, any significant
revaluation of the Renminbi may materially and adversely affect our cash flows,
revenues and financial condition. For example, to the extent that we need to
convert U.S. dollars we receive from an offering of our securities into Renminbi
for our operations, appreciation of the Renminbi against the U.S. dollar could
significantly reduce the value to us of the amounts we receive and increase our
capital requirements to continue our business or force us to scale back our
operations. Conversely, if we decide to convert our Renminbi into U.S. dollars
for the purpose of making dividend payments on our common shares or for other
business purposes and the U.S. dollar appreciates against the Renminbi, the U.S.
dollar equivalent of the Renminbi we convert would be reduced. To date, we have
not engaged in transactions of either type, but there is no guarantee that we
will not engage in such transactions in the future. In addition, the
depreciation of significant U.S. dollar denominated assets could result in a
reduction in the value of those assets and a charge to our income
statement.




From 1994
to 2005, the value of the Renminbi was pegged to the U.S. dollar at an exchange
rate of 8.11 Renminbi per one U.S. dollar. In 2005, the People’s Bank of China
removed the peg to the U.S. dollar and announced a peg to a basket of currencies
including the Euro, Japanese yen, South Korean won, and U.S. dollar. As of
October 11, 2007, the Renminbi had appreciated approximately 7.5% since the
removal of its peg to the dollar, being valued at 7.504 Renminbi per one U.S.
dollar. We do not believe that these policies have had a material effect on our
business. However, there is no guarantee that the consequences of appreciation
of the Renminbi described in the paragraph above will not affect us in the
future, nor is there any guarantee that the PRC will not cause further
appreciation of the Renminbi, which could increase the strength of any such
effect.




Because
Our Principal Assets are Located Outside of the United States and All of Our
Directors and Officers Reside Outside of the United States, it May be Difficult
For You to Enforce Your Rights Against Us and Our Officers and


Directors.




All of
our directors and officers reside outside of the United States. In addition,
HTF, our operating subsidiary, is located in China and substantially all of its
assets are located outside of the United States. It may therefore be difficult
for investors in the United States to enforce their legal rights based on the
civil liability provisions of the U.S. Federal securities laws against us in the
courts of either the U.S. or the PRC and, even if civil judgments are obtained
in U.S. courts, to enforce such judgments in PRC courts. Further, it is unclear
if extradition treaties now in effect between the United States and the PRC
would permit effective enforcement against us or our officers and directors of
criminal penalties, under the U.S. Federal securities laws or
otherwise.




28


Risks
Related to Our Common Stock





Our
Officers, Directors and Affiliates Control Us Through Their Positions and Stock
Ownership and Their Interests May Differ from Those of Other
Stockholders.




Our
officers, directors and affiliates will beneficially own 83.7% of our common
stock immediately after the distribution described in this prospectus. Mr. Yuan
Qing Li, the Chairman of our Board of Directors and our Chief Executive Officer,
will own approximately 58.6% of our common stock immediately after the
distribution, which will be made pro rata to holders of the common stock of
American Wenshen. Mr. Li can effectively control us and his interests may differ
from the interests of other stockholders.




We
Are Not Likely to Pay Cash Dividends in the Foreseeable Future.




We
currently intend to retain any future earnings for use in the operation and
expansion of our business. We do not expect to pay any cash dividends in the
foreseeable future but will review this policy as circumstances
dictate.




There
is No Trading Market for Our Common Stock.




Our
common stock is not listed on any stock exchange or quoted over-the-counter.
There is currently no trading market for our common stock and we do not know if
any trading market will ever develop. You may be unable to sell your shares due
to the absence of a trading market. Even if a trading market in our shares does
develop, there is no guarantee as to the prices at which our shares will
trade.




Our
Stock may become subject to the "Penny-Stock" Rules, Which May Further Limit the
Liquidity of Your Investment.




If a
trading market in our common stock does develop, our common stock may be subject
to the SEC’s “penny stock” rules, which govern stock with a market price of less
than $5.00 per share. Broker-dealers that execute trades in penny stocks must
make special determinations about customers wishing to purchase penny stocks,
get their written consent and deliver special disclosure documents to them both
before and after the purchase. The penny stock rules may restrict the ability of
broker-dealers to sell our common stock and may affect your ability to sell your
common stock if a market does develop.





Our
Common Stock is Subject to Price Volatility Unrelated to Our
Operations.




If a
market develops for our common stock, the market price of our common stock could
fluctuate substantially due to a variety of factors, including the market's
perception of our ability to achieve our planned growth, quarterly operating
results of other software companies, trading volume in our common stock, changes
in general conditions in the economy and the financial markets or other
developments affecting our competitors or us. In addition, the stock market
itself is subject to extreme price and volume fluctuations. This volatility has
had a significant effect on the market price of securities issued by many
companies for reasons unrelated to their operating performance and could have
the same effect on our common stock. These fluctuations may be especially severe
in the case of penny stocks and in the case of companies based in
emerging-market countries, and could diminish or eliminate the value of your
shares.





29


We May Effect
Future Sales of Our Securities, Which Would Dilute the Holdings of Our Current
Stockholders.




We may in
the future wish to raise additional funding to finance our operations by
effecting sales of our securities, either in a public offering or in a private
placement. If we were to sell additional shares of common stock, or securities
convertible into or exercisable or exchangeable for common stock, the holders of
the currently outstanding shares of common stock would experience dilution and a
decrease in the value of their holdings.







ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
applicable.




ITEM
4.  CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls
and Procedures.




As of the
end of the period covered by this quarterly report, our Chief Executive Officer
and Chief Financial Officer carried out an evaluation of the effectiveness of
our disclosure controls and procedures. Pursuant to Rule13a-15(e)
promulgated by the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, “disclosure controls and procedures” means controls and
other procedures that are designed to insure that information required to be
disclosed by HXT Holdings Inc. in the reports that it files with the Securities
and Exchange Commission is recorded, processed, summarized and reported within
the time limits specified in the Commission’s rules.  “Disclosure
controls and procedures” include, without limitation, controls and procedures
designed to insure that information HXT Holdings is required to disclose in the
reports it files with the Commission is accumulated and communicated to our
Chief Executive Officer and Chief Financial Officer as appropriate to allow
timely decisions regarding required disclosure. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that HXT Holdings’ system of disclosure controls and procedures was effective ensure that material information is recorded, processed,
summarized and reported by our management on a timely basis in order to comply
with our disclosure obligations under the Exchange Act, and the rules and
regulations promulgated hereunder.




Changes in Internal
Controls.




There was
no change in internal controls over financial reporting (as defined in Rule
13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in
connection with the evaluation described in the preceding paragraph that
occurred during HXT Holdings’ second fiscal quarter that has materially
affected or is reasonably likely to materially affect HXT Holdings’ internal
control over financial reporting.




30


PART
II   -   OTHER INFORMATION





Item
1.        Legal Proceedings




None




Item
2.        Unregistered Sales of Equity
Securities and Use of Proceeds.




(c)
Unregistered sales of equity securities




None.




(e)
Purchases of equity securities




The
Company did not repurchase any of its equity securities that were registered
under Section 12 of the Securities Exchange Act during the quarter ended March
31, 2009




Item
3.        Defaults Upon Senior
Securities




None




Item
4.        Submission of Matters to a Vote of
Security Holders




None




Item
5A.     Other Information




None




Item
6.        Exhibits




31.1
                
                Rule
      13a-14(a) Certification - CEO31.2
                
                Rule
      13a-14(a) Certification -
CFO


32
                
                Rule
      13a-14(b) Certification






SIGNATURES





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
thereunto duly authorized.





HXT
      HOLDINGS, INC.





Date:
      May 14, 2009
              By:
      /s/Yuanqing
      LiYuanqing
      Li, Chief Executive Officer

















31