UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

Washington,
DC 20549

FORM
10-K

AMENDMENT
NO. 1



S ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2011



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

For
the transition period from _____________ to _______________.



Commission
File No. 000-52346



TODA
INTERNATIONAL HOLDINGS INC.

(Exact
Name of Registrant as Specified in Its Charter)



|CAYMAN
    ISLANDS                                                                      |  | N/A                                     
|--------------------------------------------------------------------------------------- |  | ----------------------------------------
|(State
        or Other Jurisdiction
        of  Incorporation
        or Organization) |  | (I.R.S.
    Employer Identification No.)



c/o
Dalian TOFA New Materials Development Co, Ltd.

No.
18-2-401 Gangjing Garden, Dandong Street, Zhongshan District

Dalian,
Liaoning Province, PRC  116001

(Address
of Principal Executive Offices, including zip code)



011-86-(411)
8278-9758

(Registrant’s
Telephone Number, Including Area Code)



|Securities
    registered under Section 12(b) of the Exchange Act:  None
|------------------------------------------------------------------------



|Securities
    registered under Section 12(g) of the Exchange Act:  Ordinary stock, par value $0.000256 per share
|-----------------------------------------------------------------------------------------------------------------





Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.       Yes  ̈
No x



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.       Yes  ̈
No x



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.      Yes x
No  ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405) is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  ̈



Indicate by check mark whether the registrant is a large accelerated
filer, accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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  £       | (Do not check if
    a smaller reporting company) | 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



April 13, 2012, there were 27,780,000 shares of the registrant's
ordinary stock, par value $0.000256 were outstanding.















TODA
INTERNATIONAL HOLDINGS, INC.



FORM 10-K/A



Explanatory
Note



This
Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K of TODA International Holdings, Inc. for the fiscal
year ended December 31, 2011 as originally filed with the Securities and Exchange Commission (the “SEC”) on April
16, 2012 (the “Original Filing”). This Form 10-K/A amends Item 15 of Part IV of the Original Filing to include
in the list of exhibits reference to the Exhibit 101 XBRL interactive data, to include new exhibits 10.33 through 10.36 and to
include new certifications by our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley
Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. Because this Form 10-K/A includes
no financial statements, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



Except
for the amendment described above, we have not modified or updated disclosures presented in the Original Filing in this Form 10-K/A.
Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update those
disclosures affected by subsequent events. Information not affected by this amendment remains unchanged and reflects the disclosures
made at the time the Original Filing was filed. Therefore, this Form 10-K/A should be read in conjunction with any documents incorporated
by reference therein and our filings made with the SEC subsequent to the Original Filing.



INDEX
TO FORM 10-K/A



|PART IV.
|--------
|Item 15.
|        

EXHIBIT INDEX



|10.33 | English Translation of
    Export Loan Contract, dated February 16, 2011, by and between Shenzhen Development Bank Dalian Branch and Dalian TOFA New
    Material Development Co., Ltd.                                                
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                        
|10.34 | English Translation of
    Loan Contract, dated November 16, 2011, by and between Dalian Tongda Equipment Technology Development Co. Ltd. and Industrial
    and Commercial Bank of China Ganjingzy Branch                             
|      |                                                                                                                                                                                                                                        
|10.35 | English Translation of
    Loan Contract, dated November 16, 2011, by and between Dalian Tongda Equipment Technology Development Co. Ltd. and Industrial
    and Commercial Bank of China Ganjingzy Branch                             
|      |                                                                                                                                                                                                                                        
|10.36 | English Translation of
    Agreement for Domestic Factoring Services, dated September 27, 2011, by and between Dalian Tongda Equipment Technology Development
    Co. Ltd. and Industrial and Commercial Bank of China Ganjingzy Branch
|      |                                                                                                                                                                                                                                        
|101   | Interactive Data Files
    (XBRL).                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                        
|31.1  | Certification of our
    Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                            
|      |                                                                                                                                                                                                                                        
|31.2  | Certification of our
    Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.                                                                                            



2







SIGNATURES



Pursuant
to the requirements of the Section 13 or 15(d) 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 on the 20th day of April, 2012.



| | TODA INTERNATIONAL
    HOLDINGS, INC.
| | -------------------------------------
| |                                      
| | By:                                  
| |                                      
| |                                      



Power
of Attorney



In
accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



|Signature               |  | Title                                      |  | Date          
|----------------------- |  | ------------------------------------------ |  | --------------
|                        |  |                                            |  |               
|/s/
    Chuan-Tao Zheng |  |                                            |  |               
|Chuan-Tao Zheng         |  | President, Chief Executive
    Officer and |  | April 20, 2012
|                        |  | Chairman of the Board                      |  |               
|                        |  | (Principal Executive
    Officer)          |  |               
|                        |  |                                            |  |               
|*                       |  |                                            |  |               
|Yue Kou                 |  | Chief Financial Officer                    |  | April 20, 2012
|                        |  | (Principal Financial
    Officer and       |  |               
|                        |  | Principal Accounting
    Officer)          |  |               
|                        |  |                                            |  |               
|*                       |  |                                            |  |               
|Yu-Kai Wang             |  | Director                                   |  | April 20, 2012
|                        |  |                                            |  |               
|*                       |  |                                            |  |               
|Yu-Long Wang            |  | Director                                   |  | April 20, 2012
|                        |  |                                            |  |               



|* | By: | /s/
    Chuan-Tao Zheng | 
|- | --- | ----------------------- | 
|  |     | Attorney in fact        | 





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