UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~DC ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~10-K

~~Form~~x ANNUAL REPORT ~~10-K~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ For the fiscal year ended ~~June~~December 3031, ~~2010~~ 2011

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

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ For the transition period from ~~_______________~~_____________ to _______________.

Commission File ~~Number~~No. 000-~~52342~~52346

~~Summit~~TODA ~~Growth~~INTERNATIONAL ~~Corporation~~HOLDINGS INC.

(Exact ~~name~~Name of Registrant as ~~specified~~ Specified in ~~its~~Its ~~charter~~Charter)

~~Cayman~~CAYMAN ~~Islands~~ISLANDS N/A (State or ~~other~~Other ~~jurisdiction~~Jurisdiction of ~~incorporation~~Incorporation or ~~organization~~Organization) (I.R.S. Employer Identification No.)

c/o ~~Nautilus~~Dalian ~~Global~~TOFA ~~Partners~~New Materials Development Co, Ltd.

~~700~~No. ~~Gemini,~~18-2-401 ~~Suite~~Gangjing ~~100~~Garden, ~~Houston~~Dandong Street, TXZhongshan ~~77056~~District

~~(Address~~Dalian, ofLiaoning ~~principal~~Province, ~~executive offices) (Zip Code)~~PRC 116001

(~~281)~~Address ~~488-3883~~of Principal Executive Offices, including zip code)

011-86-(~~Registrant’s telephone number, including area code~~411) 8278-9758

~~Indicate by check mark whether the~~ (Registrant’s isTelephone ~~a well-known seasoned issuer~~Number, Including asArea ~~defined in Rule 405 of the Securities Act.~~Code)

~~Yes~~Securities ~~[ ]~~registered Nounder ~~[X]~~Section 12(b) of the Exchange Act: None

~~Indicate~~Securities byregistered ~~check~~under ~~mark~~Section 12(g) ~~whether~~of the ~~Registrant~~Exchange isAct: ~~not~~Ordinary ~~required~~stock, topar ~~file~~value ~~reports~~$0.000256 ~~pursuant~~per ~~to Section 13 or Section 15(d) of the Act.~~share

~~Yes~~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]~~þ

Indicate by check mark ~~whether~~if the ~~Registrant~~registrant ~~(1)~~is ~~has~~not ~~filed~~required ~~all~~to file reports ~~required~~pursuant to ~~be filed by~~ Section 13 or Section 15(d) of the ~~Securities Exchange~~ Act. Yes ¨ ofNo ~~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.~~þ

~~YES~~Indicate ~~[X] NO~~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 þ No ¨

Indicate by check mark if disclosure of delinquent filers ~~pursuant~~ 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'~~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. ~~[X]~~¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See ~~definition~~definitions of “large accelerated filer," "accelerated filer” and ~~large~~"smaller ~~accelerated~~reporting ~~filer”~~company" in ~~rule~~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 ýþ

Indicate by check mark whether the registrant is a shell company (as defined in ~~rule~~Rule 12b-2 of the Exchange Act). Yes ¨ No þ

~~YES~~April ~~[X] NO~~13, ~~[ ]~~2012, there were 27,780,000 shares of the registrant's ordinary stock, par value $0.000256 were outstanding.

AtTABLE ~~October~~OF ~~12, 2010 there were 998,275~~CONTENTS ~~shares of Registrant’s ordinary shares outstanding.~~

GENERAL INDEX

		Page
PART I

Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	36
Item 2.	Properties	36
Item 3.	Legal Proceedings	37
Item 4.	Submission of Matters to a Vote of Security Holders	37

PART II

Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	38
Item 6.	Selected Financial Data	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	52
Item 9A.	Controls and Procedures	52
Item 9B.	Other Information	54

PART III

Item 10.	Directors and Executive Officers of the Registrant	55
Item 11.	Executive Compensation	58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	61
Item 13.	Certain Relationships and Related Transactions	61
Item 14.	Principal Accountant Fees and Services	63

PART IV

Item 15.	Exhibits and Financial Statement Schedules	65

SIGNATURES		67

EXHIBITS

		Page Number
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.(T)	Controls and Procedures	15
Item 9B	Other Information	15
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accounting Fees and Services	20
PART IV
Item 15.	Exhibits and Financial Statement Schedules	21
	SIGNATURES	21

The statements contained in this Annual Report on Form 10-K that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business, which can be identified by the use of forward-looking terminology, such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative thereof or other variations thereon, or by discussions of strategy that involve risks and uncertainties. Management wishes to caution the reader of the forward-looking statements that such statements, which are contained in this annual report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors, including, but not limited to, economic, competitive, regulatory, technological, key employee, and general business factors affecting our operations, markets, growth, services, products, licenses and other factors discussed in our other filings with the Securities and Exchange Commission ("SEC"), and that these statements are only estimates or predictions. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of risks facing us, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.

3These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. Some of these risks are described in “Risk Factors” in Item 1A of this annual report.

~~ITEM~~These 1risk factors should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. ~~BUSINESS~~All written and oral forward looking statements made in connection with this annual report that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given these uncertainties, we caution investors not to unduly rely on our forward-looking statements. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this document is a statement of our intention as of the date of this document and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

~~General~~In this Annual Report on Form 10-K, we will refer to TODA International Holdings, Inc., a Cayman Islands exempted company, as "TODA," "Company," "we," "us," and "our."

~~Summit~~PART Growth Corporation (“we,” “us,” or the “Company”) is a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange. We intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets.I

~~Plan~~Item of1. ~~Operation~~Business.

We have not engaged in any business activities that generate revenue. Our activities to date have been primarily focused upon our formation and raising capital. We have conducted private offerings of our ordinary shares, the proceeds of which we intend to use for payment of costs associated with formation, accounting and auditing fees, legal fees, and costs associated with identifying acquisition targets and completing necessary due diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission. We believe we will be able to meet these costs for at least the next 12 months by obtaining loans from our shareholders, management or other investors.Overview

We ~~may~~were ~~consider~~incorporated aas ~~business~~Summit ~~which~~Growth ~~has~~Corporation ~~recently~~on ~~commenced operations~~September 27, is2006 ~~a developing company~~ in ~~need~~the ofCayman ~~additional~~Islands ~~funds~~as ~~for~~an ~~expansion~~exempted ~~into~~company. ~~new~~Since ~~products~~March ~~or markets~~15, ~~is seeking to develop a new product or service~~2011, orour isprincipal anplace ~~established~~of business ~~which~~has ~~may~~been bebased ~~experiencing~~in the ~~financial~~People’s orRepublic ~~operating~~of ~~difficulties~~China ~~and~~(the is“PRC” inor ~~need of additional capital~~“China”). InOur ~~the~~name ~~alternative,~~was achanged ~~business~~to ~~combination~~TODA ~~may~~International Holdings, ~~involve~~Inc. ~~the~~as ~~acquisition~~ of, orMay ~~merger with~~16, a2011. ~~company~~Our ~~which~~headquarters ~~does~~are ~~not~~located ~~need~~at: ~~substantial~~c/o ~~additional~~Dalian ~~capital,~~TOFA ~~but~~New ~~which~~Materials ~~desires~~Development toCo, ~~establish~~Ltd., aNo. ~~public~~18-2-401 Gangjing ~~trading~~Garden, ~~market~~Dandong ~~for its shares~~Street, ~~while~~Zhongshan ~~avoiding~~District, ~~among other things~~Dalian, ~~the~~Liaoning ~~time delays~~Province, ~~significant expense~~PRC 116001, ~~and~~Telephone: ~~loss of voting control which may occur in a public offering~~011-86-(411) 8278-9758.

~~Narrative~~We ~~Description~~are primarily engaged in the research and development, production and distribution of ~~Business~~composite bimetallic materials, primarily copper-clad aluminum, or CCA, and its manufacturing equipment. We are also involved in the research and development of additional related production technologies and we provide consultancy services on such technologies to a number of entities, within and out of China. Due to PRC legal restrictions on foreign ownership and investment in businesses in China, we operate our business primarily through Dalian TOFA New Materials Development Co., Ltd. (“TOFA”) and Dalian Tongda Equipment Technology Development Co, Ltd. (“Tongda” and, collectively with TOFA, the “VIEs”), each a consolidated affiliated entity of TODA in China.

Although we have not identified or entered into any agreements with a potential target business to date, we intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations could benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from economic growth in such emerging markets.1

The analysis of business opportunities will be undertaken by or under the supervision of our officer and directors who will have a large amount of flexibility in seeking, analyzing and participating in potential business opportunities. In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:Organization

·We ~~Potential~~are ~~for~~a ~~growth~~holding company and parent of Victor Score Limited, a ~~indicated~~British byVirgin ~~new~~Islands ~~technology~~business company incorporated on May 13, ~~anticipated~~2010 ~~market~~(“Victor ~~expansion~~Score”). Victor Score is the parent company of Apex Wealth Holdings Limited, a Hong Kong limited liability company incorporated on February 12, 2010 (“Apex Wealth”). Apex Wealth is the parent of Dalian Xinding New Materials Technology Consultancy Co., Ltd., a wholly-owned foreign enterprise incorporated in China (“Dalian Xinding”) on August 18, 2010. None of Victor Score, Apex Wealth or ~~new~~Dalian ~~products;~~Xinding conducts any independent business operations. Dalian Xinding entered into a series of contractual arrangements with each of the VIEs and their respective shareholders on October 12, 2010 (collectively, the “VIE Agreements”), pursuant to which Dalian Xinding effectively controls, and is able to derive substantially all of the economic benefits from, the VIEs. The VIE Agreements include a Loan Agreement, Equity Interest Pledge Agreement, Equity Interest Purchase Agreement, Business Operation Agreement and Lease Agreement.

·Pursuant ~~Competitive~~to ~~position~~the asterms ~~compared~~of tothe ~~other~~Loan ~~firms~~Agreement, ofEquity ~~similar~~Interest Pledge ~~size~~Agreement and ~~experience~~Equity ~~within~~Interest ~~the~~Purchase ~~industry~~Agreement, ~~segment~~Dalian asXinding ~~well~~effectively asgained ~~within~~equity ~~the~~control ~~industry~~of asTOFA aand ~~whole;~~Tongda.

· ~~Strength~~Under ~~and~~the ~~diversity~~Loan Agreement, each of ~~management,~~the ~~either~~TOFA inand ~~place~~Tongda orshareholders ~~scheduled~~received ~~for~~a ~~recruitment;~~loan from Dalian Xinding to pay off the debts arising from their capital contributions to TOFA and Tongda.

·For ~~Capital~~TOFA ~~requirements~~shareholders, Pi Jia Liu, Zong Li Li and Chuan-Tao ~~anticipated~~Zheng, ~~availability~~the aggregate amount of ~~required~~the ~~funds;~~loans is approximately $2.25 million (based on conversion rate of 1 RMB = $0.149849 on October 12, 2010). The individual loan amounts for Messrs. Liu, Li and Zheng are approximately $0.19 million, $0.35 million and $1.70 million, respectively.

·For ~~The~~Tongda ~~extent~~shareholders, toLi ~~which~~Zhi Fei, Di Wang and Yu-Kai Wang (YK Wang), the ~~business~~aggregate ~~opportunity~~amount ~~can~~of bethe ~~advanced;~~loans is approximately $1.05 million (based on conversion rate of 1 RMB = $0.149849 on October 12, 2010). The individual loan amounts for Messrs. Fei, Di Wang and YK Wang are approximately $0.08 million, $0.43 million and $0.53 million, respectively.

·Each ~~The accessibility~~ of ~~required~~the ~~management~~loans ~~expertise,~~contains ~~personnel,~~the ~~raw~~following ~~materials,~~additional material ~~services, professional assistance and other required items; and~~terms:

· ~~Other~~Interest ~~relevant factors.~~free

4· 10 year term

In· ~~applying~~Repayment ~~the~~limited ~~foregoing~~to ~~criteria,~~transfer ~~no one~~ of ~~which will be controlling, management will attempt to analyze~~ all ~~factors~~equity ~~and~~held ~~circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur~~ in ~~many~~TOFA ~~different~~or ~~industries~~Tongda, ~~and~~as ~~at various stages of development~~applicable, ~~all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. If necessary, we will retain third party consultants~~ to ~~aid~~Dalian ~~us in our evaluation of potential targets, provided that we have the necessary capital available.~~Xinding

We· ~~anticipate~~Under ~~that~~ the ~~selection~~Equity ofInterest aPledge ~~business~~Agreement, ~~combination~~each ~~will~~of bethe ~~complex~~TOFA and ~~extremely~~Tongda ~~risky. In~~shareholders ~~addition,~~pledged we100% ~~believe~~of ~~that~~their asequity ainterest ~~result~~in ofTOFA ~~general~~and ~~economic~~Tongda ~~conditions,~~to ~~shortages~~Dalian ofXinding ~~available~~as ~~capital,~~collateral for their obligation under the ~~attractiveness~~Loan ofAgreement, ~~obtaining~~Equity ~~access~~Interest toPurchase ~~United~~Agreement ~~States~~and ~~capital~~Business ~~markets~~Operation Agreement. Messrs. Liu, Li and ~~the~~Zheng ~~perceived~~currently ~~benefits~~hold of8.6%, ~~becoming~~15.7% aand ~~publicly~~75.7%, ~~traded company~~respectively, ~~that~~of ~~there~~the ~~may~~equity beinterest ~~numerous~~in ~~firms~~TOFA. ~~seeking~~Messrs. ~~business~~Fei, ~~combination~~D ~~partners~~Wang ~~such~~and asYK ~~ourselves~~Wang currently hold 7.8%, ~~thus~~41.2% ~~adding~~and to51.0%, respectively, of the ~~complexity~~equity interest in Tongda.

~~Competition~~As pledgee, Dalian Xinding has the right to sell the pledged equity pursuant to the law or through any other approach. If Dalian Xinding decides to enforce the pledge agreement, the pledgor shareholder must ensure that all of his rights as a shareholder are transferred to Dalian Xinding.

In· ~~identifying,~~Under ~~evaluating~~the ~~and~~Equity ~~selecting~~Interest aPurchase ~~target business~~Agreement, weDalian ~~may~~Xinding ~~encounter~~has ~~intense~~the ~~competition~~right ~~from other entities having a business objective similar~~ to ~~ours.~~purchase ~~There~~all ~~are~~or ~~numerous~~part ~~blank~~of ~~check~~the ~~companies~~TOFA ~~that~~and ~~have~~Tongda ~~gone~~equity ~~public~~interest inheld by the ~~United~~shareholders ~~States~~at ~~that~~any ~~have~~time ~~significant~~for ~~financial~~a ~~resources,~~purchase ~~that~~price ~~are~~equal ~~seeking~~ to ~~carry~~the ~~out~~shareholder’s aoriginal ~~business~~investment ~~plan~~price ~~similar~~for tothe ~~our~~equity ~~business plan~~interest. ~~Furthermore,~~For ~~there~~each ~~are a number~~ of ~~additional~~Messrs. ~~blank~~Liu, ~~check~~Li ~~companies~~and ~~that~~Zheng, ~~are still in~~ the ~~registration~~original ~~process~~investment orprice ~~are~~was ~~about~~approximately ~~to file registration statements~~$22,477 ~~both~~for ~~under~~each ~~the~~percentage ~~Securities~~of ~~and~~equity ~~Exchange~~interest ~~Act~~held ~~and~~by ~~under the Securities Act~~him. ~~Additionally,~~ weFor ~~may~~each beof ~~subject~~Messrs. toFei, ~~competition~~D ~~from~~Wang ~~other~~and ~~companies~~YK ~~looking~~Wang, tothe ~~expand~~original ~~their~~investment ~~operations~~price ~~through~~was ~~the~~approximately ~~acquisition~~$10,489 offor aeach ~~target~~percentage ~~business. Many~~ of ~~these~~equity ~~entities~~interest ~~are~~held ~~well~~by ~~established~~him. ~~and~~The ~~have~~total ~~extensive~~purchase ~~experience~~price ~~identifying~~for ~~and~~the ~~effecting~~equity ~~business~~interests ~~combinations~~held ~~directly~~by oreach ~~through affiliates. Many~~ of ~~these~~the ~~competitors~~TOFA ~~possess greater technical, human~~ and ~~other~~Tongda ~~resources~~shareholders ~~than~~equals usthe ~~and~~amount ~~our~~of ~~financial~~the ~~resources~~Loan ~~will~~Agreements bethat ~~relatively~~they ~~limited~~entered ~~when~~into ~~contrasted~~ with ~~those~~Dalian ~~of many of these competitors~~Xinding.

While we believe there may be numerous potential target businesses that we could acquire with our currently available funds, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.2

~~Our~~Pursuant ~~management believes, however, that our status as a reporting entity and potential access~~ to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. ~~We also believe that because we are incorporated in the Cayman Islands we may be attractive from a tax perspective to potential targets operating outside~~ of the ~~United~~Business ~~States,~~Operation ~~as the majority of non-operating companies that are seeking reverse merger candidates are incorporated in the United States~~Agreement, ~~which~~Dalian Xinding ~~potentially~~effectively ~~adds~~gained anmanagement ~~additional~~control ~~layer~~ of ~~taxation~~TOFA and Tongda.

~~Further,~~· ifWithout wewritten ~~succeed~~consent inof ~~effecting~~Dalian ~~a business combination~~Xinding, ~~there~~neither ~~will~~TOFA ~~be,~~nor inTongda ~~all~~can ~~likelihood,~~enter ~~intense~~into ~~competition~~or ~~from~~consummate ~~competitors~~a oftransaction ~~the~~that ~~target~~might ~~business.~~significantly Weaffect ~~cannot~~the ~~assure you that~~assets, ~~subsequent to a business combination~~obligations, werights ~~will~~and ~~have~~operations ~~the~~of ~~resources~~TOFA or ~~ability to compete effectively~~Tongda.

~~Forms~~· Dalian Xinding is entitled to provide advice and guidance regarding hiring and firing employees, daily operations and financial management of ~~Acquisition~~TOFA and Tongda, and the management of TOFA and Tongda have agreed to accept such advice and guidance.

~~The~~· ~~structure~~Dalian ofXinding ais ~~potential~~entitled ~~business~~to ~~combination,~~recommend ~~either~~all ~~through~~candidates anfor ~~acquisition~~directors orand aexecutive ~~merger,~~officers ~~will depend upon a number~~ of ~~factors,~~TOFA ~~including,~~and ~~the~~Tongda ~~nature~~and ofTOFA ~~the target entity’s ownership structure, its business structure~~ and ~~the~~Tongda ~~relative~~have ~~negotiating~~agreed ~~strengths of the parties~~ to ~~the~~appoint ~~transaction. It is our intention to structure a business combination so that~~ the ~~consideration~~candidates werecommended ~~offer~~by ~~the~~Dalian ~~owners of the target company consists primarily of ordinary shares~~Xinding. Such a structure provides the benefit of conserving our capital, but has the potential drawback of resulting in our current shareholders no longer having control of a majority of our voting ordinary shares following such a transaction.

5· TOFA and Tongda have issued a letter of authorization that authorizes designated officers of Dalian Xinding to act as their proxies and exercise all rights of shareholders at any shareholders meetings of TOFA or Tongda pursuant to PRC law and the bylaws of TOFA and Tongda.

IfPursuant ~~a business combination is structured as an acquisition, we may be able~~ to ~~structure~~ the ~~transaction~~terms soof ~~that~~ the ~~vote~~Lease ~~or approval by our shareholders is not required. If a business combination is structured as merger~~Agreement, ~~then~~TOFA ~~we may be required to call a shareholders' meeting~~ and ~~obtain~~Tongda have ~~the~~leased ~~approval~~all of the ~~holders~~property, ofplant aand ~~majority~~equipment of ~~the~~TOFA ~~outstanding~~and ~~ordinary~~Tongda ~~shares. The necessity~~ to ~~obtain~~Dalian ~~such~~Xinding ~~shareholder approval may result in delay~~ and ~~additional~~Dalian ~~expense~~Xinding inpossesses the ~~consummation of any proposed transaction and may also give rise~~ right to ~~certain~~use ~~appraisal~~all ~~rights~~of tosuch ~~dissenting shareholders. Accordingly~~property, weplant ~~will~~and ~~seek~~equipment toduring ~~structure~~the ~~any~~lease ~~such transaction so as not to require shareholder approval~~term.

WeThe ~~currently~~following ~~anticipate~~diagram ~~that~~sets weforth ~~will be able to effect only one business combination, due primarily to our limited financing, and~~ the ~~dilution~~current ofownership ~~interest for present and prospective shareholders, which is likely to occur if we offer our ordinary shares to obtain a target business. This lack~~ structure of ~~diversification~~the ~~should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.~~Company:

~~Employees~~* the remaining 10% ownership of Panjin TOFA Cable Co., Ltd. is held by two minority shareholders of TODA.

WeEach ~~presently~~of ~~have~~TOFA noand ~~employees~~Tongda ~~apart~~is ~~from~~a ~~our~~private ~~officers~~limited company incorporated and headquartered in Dalian, Liaoning Province, China. WeMr. ~~expect~~Zheng, noour ~~significant~~Chairman ~~changes~~of inthe Board, President and Chief Executive Officer, is the ~~number~~majority owner of TOFA, holding 75.7% of the equity interest in TOFA. Mr. YK Wang, our ~~employees~~Chief ~~other~~Technology ~~than~~Officer ~~such~~and ~~changes~~a director, is ifthe ~~any~~majority owner of Tongda, ~~incident~~holding to51.0% of the equity interest in Tongda. Zhaodong TOFA Cable Co., Ltd. (Zhaodong TOFA) was formed on November 18, 2011 and is a ~~business~~wholly-owned ~~combination~~subsidiary of TOFA. Panjin TOFA Cable Co., Ltd. (“Panjin TOFA”) was formed on June 30, 2011 and is a majority owned subsidiary of TOFA. Two minority shareholders of TODA hold an aggregate 10% equity interest in Panjin TOFA.

~~ENFORCEABILITY OF CIVIL LIABILITIES~~History

WeFrom ~~are~~incorporation ~~incorporated~~to inMarch 15, 2011, the ~~Cayman~~business ~~Islands~~of ~~because~~the ~~our~~Company, as ~~management~~Summit ~~believes~~Growth ~~that~~Corporation, consisted ~~incorporation~~solely inof ~~the~~identifying ~~Cayman~~and ~~Islands~~entering ~~offer~~into a ~~number~~business ofcombination ~~benefits,~~with ~~including,~~a ~~but~~privately ~~not~~held business ~~limited~~or tocompany, domiciled and operating in an emerging market that was seeking the ~~following:~~advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange.

·On ~~political~~March 15, 2011, the Company and ~~economic~~its ~~stability;~~controlling shareholders entered into and consummated a share exchange with Victor Score and the Victor Score shareholders. Pursuant to the terms of a Share Exchange Agreement among the parties (the “Share Exchange Agreement”), all of the issued and outstanding shares of Victor Score were exchanged for shares of the Company.

~~· an effective judicial system;~~3

·In aaddition, ~~favorable~~the ~~tax~~following ~~system;~~actions occurred under the terms of the Share Exchange Agreement:

· ~~the~~The ~~absence~~Company issued an aggregate of 32,839,910 ordinary shares to 35 former Victor Score shareholders in exchange ~~control~~for or30,546.31 ~~currency~~shares ~~restrictions;~~of Victor Score stock then held by them and 104,571.95 preference shares to Mr. Zheng in exchange for 19,453.69 shares of Victor Score stock then held by him. Upon effectiveness of the share exchange, the Company had 34,645,610 ordinary shares and 104,571.95 preference shares issued and outstanding. Mr. Zheng held 100% of the outstanding preference shares, or 23.19% of the voting power, of the Company.

· As a condition to the ~~availability~~closing of ~~professional~~the share exchange, Mr. Joseph Rozelle resigned as a director of the Company, such resignation was effective on May 5, 2011, and ~~support~~Messrs. ~~services~~Zheng, YK Wang and Yu-Long Wang (YL Wang) were appointed to the board of directors of the Company, with Mr. Zheng being named Chairman of the Board. Mr. Zheng’s appointment was effective immediately and the appointments of Messrs. YK Wang and YL Wang were effective on May 5, 2011.

~~However~~· Also as a condition to the closing of the share exchange, ~~certain~~Mr. ~~disadvantages~~Karl ~~accompany~~Brenza ~~incorporation~~resigned inas the ~~Cayman~~President ~~Islands~~and Chief Executive Officer of the Company, Mr. ~~These~~Zheng ~~disadvantages~~was ~~include:~~appointed Chief Executive Officer and President, Mr. Anthony Zhang was appointed Chief Financial Officer and Secretary, Mr. Pi-Jia Liu was appointed Chief Operating Officer and Mr. YK Wang was appointed Chief Technology Officer.

·As ~~the~~of ~~Cayman~~May ~~Islands~~16, ~~has~~2011, we effected a ~~less~~one-for-two ~~developed~~consolidation of ~~body~~our issued and outstanding ordinary shares and increased the amount of ~~securities~~our ~~laws~~authorized asordinary ~~compared~~shares from 39,062,500 shares to 100,000,000 shares. The preference shares issued in connection with the ~~United~~share ~~States~~exchange ~~and~~were ~~provides~~automatically ~~significantly~~converted into ~~less~~10,457,195 ~~protection~~ordinary toshares ~~investors;~~upon ~~and~~effectiveness of the share consolidation.

·As ~~Cayman~~a ~~Islands~~result ~~companies~~of ~~may~~the ~~not~~consummation ~~have~~of ~~standing~~the toshare ~~sue~~exchange ~~before~~and the one-for-two ~~federal~~share ~~courts~~consolidation, as of May 16, 2011, we had 27,780,000 ordinary shares and no preference shares of the ~~United~~Company's capital ~~States~~stock issued and outstanding.

~~We have been advised that there is uncertainty as to whether the courts of the Cayman Islands would:~~Business

·Description ~~recognize or enforce judgments~~ of ~~United~~Our ~~States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or~~Industry

·The ~~entertain~~Composite ~~original~~Bimetallic ~~actions~~Material ~~brought~~Industry, ~~in the Cayman Islands or China against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.~~Generally

WeThe ~~have~~composite ~~been~~bimetallic ~~advised~~material ~~that~~industry ais ~~final~~part ~~and~~of ~~conclusive judgment in~~ the ~~federal~~wire and orcable ~~state~~industry. ~~courts~~The ofwire ~~the~~and ~~United~~cable ~~States~~market ~~under~~broadly ~~which~~consists ~~a sum~~ of ~~money~~two islarge ~~payable~~categories: electrical, ~~other~~involving ~~than~~products athat ~~sum~~are used ~~payable~~for inelectrical ~~respect~~current ofcarrying ~~taxes~~capabilities, ~~fines~~and telecommunications, ~~penalties~~involving orproducts ~~similar~~that ~~charges,~~are ~~may~~used befor ~~subject~~signal tocarrying communications ~~enforcement~~purposes. ~~proceedings~~The asglobal abimetallic ~~debt~~wire inindustry ~~the~~is ~~courts~~fast-growing ofand ~~the~~increasingly ~~Cayman~~competitive. ~~Islands~~This ~~under~~is ~~the~~especially ~~common~~true in ~~law~~China ~~doctrine~~where there is considerable fragmentation of ~~obligation~~manufacturers.

~~ITEM~~Traditionally, 1Aelectrical conducting wires are made of copper because of its excellent conductivity, solderability and lower contact resistance. ~~RISK~~ ~~FACTORS~~However, the weight of copper has been a disadvantage. Copper cladding over a core of steel or aluminum offers the surface corrosion resistance and solderability of a solid copper conductor at significantly less weight. As a result, composite bimetallic conductors are generally used as substitutes for solid copper conductors and offer the consumer the following advantages over solid copper - lighter weight per unit volume and high tensile strength - while maintaining the excellent conductivity of pure copper.

6To produce the composite bimetallic material, aluminum rods or steel wires are wrapped concentrically with high quality copper ribbon; the two metals are then bound together using advanced clad welding technology. The clad welding enables the two metals to establish a very firm and strong metallurgical bond and makes the two become an inseparable one. The composite bimetallic material can be subject to wire-drawing and heat treatment processes just like single metal material. During the wire-drawing process, the outer copper cladding and the inner aluminum or steel core are proportionally decreased in diameter, thereby guaranteeing a constant ratio in the volume of copper per unit of composite bimetal.

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations or beliefs concerning future events and results. We generally use the words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and factors that could cause our results to differ materially from our expectations and beliefs include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under "Item 1A. - Risk Factors" below, as well as the following:4

oIn ~~changes~~the 1970s, scientists in ~~laws~~the orUS, ~~regulations~~Europe ~~affecting~~and ~~our~~Japan ~~operations;~~began researching and developing the first CCA materials. Their research concluded that CCA wire could be used effectively in much the same way as pure copper wire. This made CCA wire an excellent substitute for pure copper wire in terms of their applications, techniques involved and more importantly, costs. Since then, CCA wire and cable have been widely employed in the telecommunication, information technology, auto and, most recently, construction industries, which resulted in a tremendous decrease in the use of copper resources and project costs.

oWhen ~~changes~~compared into ~~our~~pure ~~business~~copper, ~~tactics~~composite orbimetals ~~strategies;~~have distinct advantages:

o· ~~acquisitions~~Because of ~~new~~the ~~operations~~“superficial effect” of high frequency signals, composite bimetals have the same electrical conductivity as pure copper when transmitting high frequency signals of 5 MHz or above;

o· ~~changing~~The ~~market~~density ~~forces~~of orCCA ~~contingencies~~wire ~~that~~is ~~necessitate,~~only in37% ~~our~~to ~~judgment,~~40% ~~changes~~of inpure ~~our~~copper ~~plans~~wires, ~~strategy~~so orfor ~~tactics;~~wires of the same weight and diameter, CCA wire will be 2.45 to 2.65 times longer than pure copper wire;

o· ~~fluctuations~~The incopper ~~the~~outer ~~investment~~layer ~~markets~~makes orit ~~interest~~easy ~~rates,~~to ~~which might materially affect our operations or financial condition.~~weld;

We· ~~cannot~~The ~~assure~~relative ~~you~~lighter ~~that~~weight ~~the~~of ~~expectations~~CCA orto ~~beliefs~~pure ~~reflected~~copper in(ratio ~~these~~of ~~forward-looking statements will prove correct~~1:2. We45 ~~undertake~~for nowires ~~obligation to publicly update or revise any forward-looking statements, whether as a result~~ of ~~new~~equal ~~information,~~length) ~~future~~makes ~~events~~it oreasier ~~otherwise. You are cautioned not~~ to ~~unduly~~handle ~~rely~~and onsaves ~~such forward-looking statements when evaluating the information presented in this Annual Report~~ on ~~Form~~unit ~~10-K.~~transportation cost;

We· ~~are~~Higher aflexibility ~~development~~makes ~~stage~~CCA ~~company~~easier ~~with no operating history and, accordingly, you will not have any basis on which~~ to ~~evaluate~~be ~~our~~processed ~~ability~~than topure ~~achieve our business objective.~~copper;

~~Because~~· wepure ~~are~~copper acould ~~recently~~cost ~~formed~~about ~~development~~three ~~stage~~times ~~company~~as ~~with~~much noas ~~operations~~CCA; and/or functions to date, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We have not conducted any negotiations regarding Acquisitions and we have no current plans, arrangements or understandings with any prospective Acquisition candidates.

We· ~~are~~Copper-clad ~~dependent~~steel, onor ~~the~~CCS, ~~ability~~wire ofis ~~management~~1.6 to ~~locate,~~2 ~~attract~~times stronger than pure copper in terms of tensile strength when comparing wire of same weight and ~~effectuate~~diameter, aand, ~~suitable~~during ~~acquisition~~signal ~~candidate;~~transmission, ~~management~~has ~~intends~~the tosame ~~devote~~transmission ~~only~~parameters aas ~~limited~~pure ~~amount~~copper; therefore, production costs of ~~time~~electrical towire ~~seeking~~and acable ~~target~~can ~~company~~be greatly reduced employing the composite bimetallic material while maintaining the strength of pure copper.

~~The~~Composite ~~nature~~bimetallic ofwire ~~our~~can ~~operations~~be isfurther ~~highly~~processed ~~speculative~~into enameled, tin-plated and ~~there~~silver-plated iswire adepending ~~consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent~~ on the ~~operations,~~final ~~financial condition and management of an identified business opportunity~~application. WeTin-plated ~~cannot~~composite ~~assure~~bimetallic ~~you~~wire ~~that~~easily wewelded ~~will~~and becan resist ~~successful~~being ~~in locating candidates with established operating histories~~sulphuretted. InSilver- ~~the~~plated ~~event~~CCS wewire ~~complete~~has a ~~business~~higher ~~combination~~conductivity ~~with~~for aelectricity ~~privately~~and ~~held~~heat ~~company, the success of our operations may be dependent upon management of the successor firm~~ and ~~numerous~~better ~~other~~resistance ~~factors beyond our control. While seeking a business combination, management anticipates devoting no more than a few hours per week~~ to corrosion ~~the Company's affairs. Our officers have not entered into written employment agreements with us~~ and ~~are not expected to do so in the foreseeable future~~oxidation. ~~This~~Therefore, ~~limited~~these ~~commitment~~wires ~~may~~can ~~adversely~~be ~~impact~~applied ~~our ability~~ to ~~identify and consummate~~ a ~~successful~~great ~~business~~variety ~~combination~~of fields.

~~There~~Aside isfrom nothe ~~public~~more ~~market~~traditional ~~for~~use ~~our~~of ~~ordinary~~composite ~~shares~~bimetallic wire in the electrical and telecommunications business, composite bimetallic wire has found wide application in industries that have high-tech elements, such as the military, aerospace, automobile, computer and electronic appliance industries.

7The Chinese Composite Bimetallic Metal Market

~~There~~Prior isto no1997, ~~public~~China ~~trading~~did ~~market~~not ~~for~~have ~~our~~the ~~ordinary~~capability ~~shares~~to ~~and~~produce any ~~none~~composite isbimetallic ~~expected~~material. toTOFA ~~develop~~was ~~unless~~one ~~and~~of ~~until,~~the ~~among~~first ~~other~~companies ~~things,~~to weenter ~~complete~~into anthe ~~acquisition~~industry, ~~file~~spending atime ~~selling~~and ~~shareholder~~energy ~~registration~~researching the ~~statement~~production ~~under~~of ~~the~~CCA ~~Securities~~material ~~Act,~~ and ~~such~~succeeding ~~ordinary~~in ~~shares~~developing ~~are~~this ~~accepted~~product ~~for~~in ~~trading~~China. onTOFA was granted a ~~trading~~national ~~medium~~patent inby the ~~United~~PRC Government ~~States,~~for its proprietary technology used in the ~~occurrence~~production of ~~any~~bimetallic ofwires ~~which~~with noclad ~~assurances~~welding ~~can~~in be1997. ~~given~~The ~~when~~successful development of composite bimetallic material by local companies, ifincluding TOFA, orwas ~~ever~~a landmark innovation in China. It has filled the vacuum in the production of this category of “new materials” in the country.

~~Because~~The ofsuccessful ~~our~~development ~~limited~~of ~~resources~~composite ~~and~~bimetallic ~~intense~~materials has ~~competition~~significant meaning for ~~private~~China, ~~companies~~reducing ~~suitable~~the ~~for~~cost anof ~~acquisition~~production of ~~the~~copper ~~type~~clad ~~contemplated~~products byand ~~management,~~China’s wereliance ~~may~~on ~~not~~imported composite bebimetallic ~~able~~materials. toThis ~~consummate~~has also created an ~~acquisition~~industry onthat ~~suitable~~helps ~~terms~~to lower material or production costs for companies in downstream industries, ifand athelps ~~all~~the country save millions of tons of copper resources per annum.

We expect to encounter intense competition from other entities having business objectives similar to ours. The highly competitive market for the small number of business opportunities could reduce the likelihood of consummating a successful business combination. Many of the entities that we will be in competition with are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.5

WeBecause of the various advantages they have noover ~~agreements~~pure copper products, the demand for composite bimetallic wire has been steadily increasing ever since they were introduced to the market. In 2005, Professor Dai, YaKang, a ~~business~~leading ~~combination~~expert orin ~~other~~the ~~transaction~~introduction and development of composite bimetals in China predicted, while participating in the Beijing Conference of the International Copper Association Ltd. (the “ICA Conference”), that 25% to 50% of the copper products market in China would gradually be replaced by composite bimetallic products by 2025. The International Wrought Copper Council (“IWCC”) has estimated that, at present, the annual demand for copper in China is in excess of 5 million tons. Based upon the statistics set forth by the IWCC, this demand increased at a rate of between 10% and 20% per year since 2000. Using a 25% assumed replacement rate, by 2025 the annual demand for CCA and CCS will be at least 1.25 million tons. Using the current wholesale price of approximately US$5,800 per ton, the domestic CCA and CCS market in China will conservatively be worth about US$7.25 billion per year by 2025.

WePrior ~~have~~to ~~no arrangement~~2005, ~~agreement~~the orsupply ~~understanding~~of ~~with~~CCA ~~respect~~and toCCS ~~engaging~~material for use in business in China was lagging the rest of the world because there were only a ~~merger~~few ~~with,~~manufacturers ~~joint~~in ~~venture~~China ~~with~~capable orof ~~acquisition~~producing composite bimetallic products. As a result of surging copper prices in early 2005, there was imminent need for the use of composite bimetals as replacements for pure copper material in a ~~private~~great orvariety ~~public~~of ~~entity~~industries. NoThis ~~assurances~~led ~~can~~to bethe ~~given~~rapid establishment of a number of companies that webegan ~~will~~producing ~~successfully~~composite ~~identify~~bimetallic material and ~~evaluate~~wires. ~~suitable~~However, ~~business~~due ~~opportunities~~to ora ~~that~~lack weof ~~will~~access ~~conclude~~to proprietary technology and R&D capability, most of these producers operate on a ~~business~~rather ~~combination.~~small ~~Management~~scale ~~has~~and ~~not~~produce ~~identified~~composite ~~any~~bimetallic ~~particular~~products ~~industry~~that orare ~~specific~~used ~~business~~in the ~~within~~“lower anend” ~~industry~~markets, ~~for~~like ~~evaluation~~those to be applied to home appliances. WeThere ~~cannot~~are ~~guarantee~~currently approximately 20 manufacturers that weare ~~will~~of besufficient ~~able~~size, with production capacity, technological know-how and R&D capability to ~~negotiate~~effectively compete on a ~~business~~national ~~combination~~scale onand ~~favorable~~less ~~terms~~than five, ~~and~~including ~~there~~TOFA, isare ~~consequently~~considered amajor ~~risk~~players ~~that~~who ~~funds~~have ~~allocated~~the ability to produce the ~~purchase~~kind of ~~our~~composite bimetallic ~~shares~~products ~~will~~that ~~not~~are bein ~~invested~~great indemand and could yield higher margin like the electricity and power cables on a ~~company~~larger ~~with~~scale, without ~~active~~the ~~business~~need ~~operations~~to compete on price alone.

~~Management~~The ~~intends~~Liaoning Province 2011 Government Work Report, published on January 27, 2011, provides that the local government is undertaking five industry-promoting programs designed to ~~devote~~support ~~only~~Liaoning’s development. In aconnection ~~limited~~with ~~amount~~the “Industrial Project,” the government anticipates that “fixed asset investment” will surpass RMB 850 billion ($150 billion), with the investment in the power industry representing approximately 2% of ~~time~~the tototal. ~~seeking~~As a ~~target~~result, ~~company~~the ~~which~~Provincial ~~may~~Electricity ~~adversely~~Bureau’s ~~impact~~solicitation ~~our~~of ~~ability~~tenders for the supply of power cables could be worth US$3 billion every year. Although not all of the cables used will be made of composite bimetallic products, there is tremendous potential for growth in this area. In terms of total output, China produced about 5,000 tons of CCA and CCS wire in 2001, as compared to ~~identify~~total aproduction ~~suitable~~of ~~acquisition~~25,000 ~~candidate~~tons of CCA and CCS wire in 2006 and 40,000 tons in 2007.

~~While~~In ~~seeking~~late a2008/early ~~business combination~~2009, ~~management~~the ~~anticipates~~Chinese ~~devoting~~State noCouncil ~~more than~~ announced a ~~few~~US$590 ~~hours~~billion ~~per~~stimulus ~~week~~package to support the ~~Company's~~Chinese ~~affairs~~economy in ~~total~~response to the financial turmoil of late 2008. ~~Our~~Approximately US$30 ~~officer~~billion of this stimulus money has ~~not~~been ~~entered~~allocated ~~into~~to athe ~~written~~advancement ~~employment~~of ~~agreement~~the ~~with~~telecommunication usindustry, including the promotion of 3G mobile communication services, digital TV sets and isnext ~~not~~generation ~~expected~~broadband. The 3G and 3G LTE Development Plan put forth by the Chinese State Council, provides that, with respect to doradio soand cellular technology, approximately RMB 400 billion will be invested in this sector over the ~~foreseeable~~next ~~future.~~several years to build in excess of 400,000 base stations to provide services to approximately 15 million end users. This ~~limited~~represents ~~commitment~~an ~~may~~annual ~~adversely~~increase ~~impact~~of ~~our~~approximately ~~ability~~80,000 to ~~identify~~100,000 base stations throughout the country for the next three years. Based on TOFA’s experience, each base station needs between 500 and ~~consummate~~800 meters of coaxial cable which equates to a ~~successful~~minimum ~~business~~annual ~~combination~~demand of 60,000 kilometers of coaxial cables. Each kilometer of coaxial cable uses approximately 500-700 kilograms of CCA, resulting in an annual demand of approximately 40,000 tons of CCA per year. Management believes that this will lead to a much higher demand for CCA wires and in fact that the whole composite bimetallic materials industry shall be significantly boosted.

~~The~~Description ~~time and cost~~ of ~~preparing~~Our ~~a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.~~Business

~~Target~~Unless ~~companies~~otherwise ~~that~~indicated, ~~fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of~~ the ~~Exchange~~following ~~Act~~information ~~require~~relates only ~~reporting companies~~ to ~~provide certain information about significant acquisitions, including certified financial statements for~~ the ~~company~~business ~~acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time~~ and ~~additional~~operations ~~costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation~~ of anour ~~acquisition~~VIEs. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~Our business will have no revenues unless and until we merge with or acquire an operating business.~~6

WeOur ~~are~~Variable aInterest development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business. Further, we anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention require the expenditure of significant financial resources. If we decide not to participate in a specific business opportunity, or if we fail to consummate a business combination, the costs incurred by us related to a transaction may result in the loss of the related costs incurred.Entities

8Dalian TOFA New Materials Development Co., Ltd.

WeTOFA ~~may~~was ~~require~~founded ~~additional~~as ~~funds~~a limited liability company on November 12, 1997. It is engaged in ~~order~~the todevelopment, ~~operate~~manufacture and sale of composite materials, primarily copper-clad aluminum wire, for use in various industries in China. TOFA is a ~~business~~pioneer ~~that~~in wethe ~~acquire~~composite bimetallic materials industry in the PRC in terms of the production equipment and technology it employs, the quality of its products and its research and development capability.

~~Any~~Industrial ~~target~~data ~~business~~collected ~~that~~by isTOFA ~~selected~~suggests ~~may~~that beit currently has a ~~financially~~market ~~unstable~~share ~~company~~of orapproximately an30% ~~entity~~of inthe ~~its~~high-end ~~early~~radio ~~stages~~frequency of(“RF”) ~~development~~cable orCCA ~~growth,~~market ~~including~~segment ~~entities~~in ~~without~~China. The “high-end ~~established~~RF ~~records~~cable ofCCA ~~sales~~market orsegment” ~~earnings.~~includes Inprimarily ~~that~~telecommunications ~~event~~operators, weand ~~will~~to bea ~~subject~~lesser extent, the power cable industry. In 2009, according to ~~numerous~~the ~~risks~~most ~~inherent~~recent statistics available as published in the ~~business~~China Cable and ~~operations~~Optical ofDevice ~~financially~~Industry ~~unstable~~Summary and ~~early~~5 ~~stage~~Year orPlan ~~potential~~2011-2015, ~~emerging~~the ~~growth~~telecommunications ~~companies.~~RF Incable ~~addition~~market accounted for the sale of approximately 400,000 wekilometers ~~may~~(km) ~~effect~~of acopper ~~business~~and/or ~~combination~~CCA ~~with~~material. Industry-wide, anRF ~~entity~~cables sold in an2009 ~~industry~~consisted of ~~characterized~~approximately by60% aof ~~high~~7/8” ~~level~~Φ9.3-9.8 ofcopper ~~risk,~~inner conductors and, ~~although~~40% ~~our~~of ~~management~~1/2” ~~will~~Φ4.90 ~~endeavor~~CCA toinner ~~evaluate~~conductors. The total ~~the~~sale ~~risks~~of ~~inherent~~CCA ininner aconductors ~~particular~~was, ~~target~~therefore, ~~business~~160,000 ~~there~~km. Each ~~can~~km beof noCCA ~~assurance~~inner ~~that~~conductor wecontains ~~will~~60 ~~properly~~kg ~~ascertain~~of orCCA, using ~~assess~~a ~~all~~total ~~significant~~of ~~risks~~9,600 metric tons of CCA in 2009. IfAlthough we ~~obtain~~believe athat ~~business~~these ~~that~~2009 ~~requires~~statistics ~~additional~~present ~~capital~~a ~~that~~conservative picture weof ~~cannot~~the ~~provide~~industry as of early 2011, itassuming ~~could~~stagnant ~~have~~production ain ~~material~~2010 ~~adverse~~and ~~effect~~taking oninto ~~our~~account ~~business~~TOFA’s ~~and~~sale ~~could~~of ~~result~~7,074 metric tons of CCA for RF cables in 2011, at the ~~loss~~end of ~~your~~2011, ~~entire~~TOFA ~~investment~~is estimated to have sold approximately 30% of all high-end RF cable CCA in China in 2011.

WeIts ~~expect~~proprietary toclad-welding ~~issue~~technology ~~additional~~was ~~ordinary~~first ~~shares~~awarded a patent by the Chinese Government in 1997 and its CCA wire was recognized as a ~~merger~~“State orLevel ~~acquisition~~Major New Product” by five Ministries of the State Council of PRC within four years of inception. Since then, ~~which~~TOFA ~~will~~has ~~result~~secured insix ~~substantial~~patents ~~dilution~~on its processes and products.

~~Our~~In ~~Memorandum~~2000, ofthe ~~Association~~Company ~~authorizes~~was invited by the ~~issuance~~China ofNational aStandardization Committee ~~maximum~~to ofbe ~~39,062,500~~the ~~ordinary~~principal ~~shares.~~party ~~Any~~participating ~~merger~~in orthe ~~acquisition~~drafting ~~effected~~of byindustrial usstandard ~~may~~SJ/T11223-2000 ~~result~~for the use of CCA and CCS wires in the ~~issuance~~electronic ofindustry ~~additional~~in ~~securities~~China. ~~without~~The ~~shareholder~~standard ~~approval~~has been expanded and ~~may~~is ~~result~~now inapplicable ~~substantial~~to ~~dilution~~all production, manufacturing and use of CCA and CCS products in ~~the~~China. ~~percentage~~Manufacturers of ~~our~~composite ~~ordinary~~bimetallic ~~shares~~materials ~~held~~are byalso ~~our~~required ~~then~~to ~~existing~~satisfy ~~shareholders.~~the International Standards certification ISO9001:2000, a quality management system where an organization:

We1. ~~have~~must ~~not~~demonstrate ~~conducted~~its ~~any~~ability ~~market~~to ~~research~~consistently orprovide ~~identified~~product ~~business~~that ~~opportunities,~~meets ~~which~~customer ~~may~~and ~~affect~~applicable ~~our~~regulatory ~~ability~~requirements, ~~to identify a business to merge with or acquire.~~and

We2. ~~have~~aims ~~neither~~to ~~conducted~~enhance ~~nor~~customer ~~have~~satisfaction ~~others~~through ~~made~~the ~~available~~effective toapplication ~~us results~~ of ~~market~~the ~~research concerning prospective business opportunities. Therefore~~system, weincluding ~~have~~processes ~~no assurances that market demand exists~~ for acontinual ~~merger~~improvement or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of ~~risk~~the ~~that~~system ~~conventional~~and ~~private~~the orassurance ~~public offerings~~ of ~~securities~~conformity ~~or conventional bank financing will not be available. There is no assurance that we will be able~~ to ~~acquire~~customer aand ~~business~~applicable ~~opportunity~~regulatory ~~on terms favorable to us~~requirements. ~~Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our shareholders.~~

WeTOFA ~~cannot~~meets ~~assure~~these ~~you~~certification ~~that~~standards. ~~following~~Further, aTOFA’s products ~~business~~are ~~combination~~recognized ~~with~~within anthe ~~operating~~wire ~~business~~and cable industry, ~~our~~both ~~ordinary~~domestically ~~shares~~and ~~will~~internationally, to be ~~listed~~of onvery ~~NASDAQ~~high orquality ~~any~~and the ~~other~~“TTOFF” ~~securities~~trademark ~~exchange~~under which TOFA markets its products is a sign of quality. With customers’ recognition for its brand and products, TOFA began to expand its production capacity and continued to develop more products and the related production technologies.

~~Following~~TOFA ais ~~business~~beginning ~~combination,~~to weenjoy ~~may seek~~ the ~~listing~~rewards of ~~our~~its ~~ordinary~~efforts ~~shares~~ spent on ~~NASDAQ~~product orand ~~the~~technology ~~American~~development ~~Stock~~in ~~Exchange.~~the ~~However,~~earlier wedays. ~~cannot~~Management ~~assure~~believes ~~you~~ that ~~following such a transaction~~, weas ~~will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain~~ a ~~listing~~result of ~~our~~its ~~ordinary shares on either of those or any other stock exchange. After completing a business combination~~reputation, ~~until~~quality ~~our~~and product ~~ordinary~~development ~~shares are listed on the NASDAQ or another stock exchange~~capability, wecoupled ~~expect~~with ~~that our ordinary shares would be eligible to trade on~~ the ~~OTC~~increased ~~Bulletin~~demand ~~Board,~~for ~~another~~composite ~~over-the-counter~~bimetallic ~~quotation~~products ~~system,~~in orChina onand ~~the~~an ~~“pink~~aggressive business ~~sheets,”~~development ~~where~~plan ~~our~~(discussed ~~shareholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our ordinary shares. In addition~~below), weTOFA ~~would~~will becontinue ~~subject~~ to angrow ~~SEC~~in ~~rule that, if it failed to meet~~ the ~~criteria~~industry ~~set~~over ~~forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by~~ the ~~rule~~next totwo persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our ordinary shares, which may further affect its liquidity. This would also make it more difficult for us to ~~raise~~three ~~additional capital following a business combination~~years.

~~Our shareholders may face different considerations in protecting their interests because we are incorporated under Cayman Islands law.~~7

9Products and Services

~~Our~~TOFA ~~corporate~~currently ~~affairs~~produces ~~are~~a ~~governed~~series ~~by our Memorandum and Articles~~ of ~~Association,~~composite bybimetallic ~~the~~materials from ~~Companies~~copper ~~Law (as revised) of the Cayman Islands~~ and ~~the~~aluminum. ~~common~~CCA ~~law~~is ofaluminum ~~the~~with ~~Cayman~~a ~~Islands.~~cladding ~~The rights~~ of ~~shareholders~~copper towelded ~~take~~along ~~action against our directors, actions by minority shareholders and~~ the ~~fiduciary~~whole ~~responsibilities~~length of ~~our directors to us under Cayman Islands law are to a large extent governed by~~ the ~~common law of Cayman Islands~~material. ~~The~~Such ~~common~~material normally ~~law~~appears in the ~~Cayman~~form ~~Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law, the decisions~~ of ~~whose courts are of persuasive authority but are not binding on~~ a ~~court~~wire ~~in the Cayman Islands. Cayman Islands law relating to the right of shareholders~~ and ~~the~~can ~~fiduciary duties of our directors may not~~ be asfurther ~~established~~drawn ~~and~~into ~~may~~fine ~~differ~~wires ~~from~~with ~~provision~~different ~~under~~diameters ~~statutes~~ and/or ~~judicial~~further ~~precedent~~processed into inwires ~~existence~~with indifferent ~~jurisdictions~~coatings inlike ~~the United States. As a result~~silver, ~~our~~enamel ~~public~~or ~~shareholders~~tin ~~may~~according ~~have~~to ~~more~~the ~~difficulty~~requirements inof ~~protecting~~ their ~~interests~~final inapplications ~~actions against the management, directors~~ or ~~our controlling shareholders than would shareholders~~ specifications of ~~a corporation incorporated in a jurisdiction in~~ the ~~United States~~customers.

~~Judgments~~The ~~against~~major usproducts ~~may~~of beTOFA ~~difficult or impossible to enforce in foreign jurisdictions.~~include:

We· ~~are~~CCA awire Cayman Islands company and a substantial majority of our assets are located outside the U.S. In addition, a majority of our directors and officers reside outside the U.S. As a result, it may not be possible to effect service of process within the U.S. upon such persons, including with respect to matters arising under U.S. or foreign securities or other applicable laws. There is uncertainty as to whether the courts of the Cayman Islands, Hong Kong or China would recognize or enforce judgments of United States courts obtained against us or such persons based upon the civil liability provisions of the securities laws of the United States, or be competent to hear original actions based upon these laws. In addition, any judgments obtained in the U.S. against us, including judgments predicated on the civil liability provisions of the securities laws of the United States or any state thereof, may be not collectible within the U.S. Moreover, China does not have treaties providing for ~~the~~use reciprocal recognition and enforcement of judgments of courts within the U.S., Japan or most western countries. Hong Kong has no arrangement for the reciprocal enforcement of judgments within the U.S. As a result, if you intend to enforce a judgment obtained in ~~the~~telecommunication U.S. against our assets located outside the U.S., such judgment may be subject to re-examination of the merits of the action by a foreign court and face additional procedures and other difficulties which would not be required for enforcement of such judgment in the U.S. Enforcing such judgments may be difficult or impossible.cables;

If· weCCA ~~effect~~wire afor ~~business~~use ~~combination~~in ~~with~~power acables; ~~company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.~~and

We· ~~intend~~Raw tomaterial ~~effect~~for aelectro-magnetic ~~business combination with a company located outside of the United States~~coils. ~~If we do so, we could be subject to special considerations and/or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:~~

~~• rules~~The ~~and~~CCA ~~regulations~~wire produced by TOFA is either sold to end users or to ~~currency~~intermediaries ~~conversion~~who further process the materials into finer wires or ~~corporate~~coated ~~withholding~~wires. ~~taxes~~Because of the unique characteristics of the CCA wire, namely the high conductivity, light weight and lower prices when compared to pure copper wires, management believes that there will be tremendous demands for the Company’s CCA wire products, especially in the telecommunications and power industries in China. At present, annual spending on ~~individuals;~~copper products within the power industry in China is estimated to be US$71 billion, and about 30% of which is for power cables. Using current estimates, and assuming a 25% replacement of pure copper cables by CCA cables at a price equal to about 70% of the price for pure copper, we believe the market potential of CCA power cables could reach US$3.7 billion annually by 2025 (US$71 billion x 30% x 25% x 70%).

~~• tariffs~~In 2006, TOFA began researching the development of a copper clad aluminum magnesium alloy (“CCAM”) braided material. The aluminum and ~~trade~~magnesium ~~barriers;~~alloy has a magnesium content of 0.8% to 1.5% that produces a bimetallic product with higher tensile strength that is used primarily in the production of high quality coaxial radiant electric cables. CCAM is a finer/thinner wire than the bimetallic wire currently produced by TOFA. Beginning in 2008, Shenzhen Tofa Complex Metal Material Co., Ltd., a company located in Shenzhen, China which is owned by Mr. Chuan-Tao Zheng, our President, Chief Executive Officer and Chairman of the Board of Directors (“Shenzhen Tofa”) began producing CCAM braided material, which it periodically sells to TOFA for those of TOFA’s customers that require it. At this time, TOFA does not intend to begin producing CCAM itself.

~~• regulations~~In ~~related~~2008, TOFA expanded its product offerings to ~~customs~~include CCS wire (which is similar to CCA although the aluminum is replaced by steel). Unlike CCS wire produced using traditional methods, TOFA’s CCS wire is eco-friendly and ~~import/export~~cost-effective ~~matters;~~to consumers for use in electronic, auto, home electrical appliances and IT industries. Management estimates that the annual demand for CCS products in China is about 80,000 to 100,000 tons, and the supply is mostly low price, low conductivity electro-plated products that are made using traditional processes. In general, the most significant negative factor impacting the environment in connection with the traditional production of CCS can be traced to the use of toxic materials to polish and weld the materials. The traditional CCS production process uses a significant amount of acid, alkali and highly toxic cyanide, all of which have a negative impact on the environment. Because of this, use of these substances has been widely restricted. In comparison, TOFA’s CCS production process depends completely on mechanical processes to polish copper, peel aluminum strips, coat welds and pull metals together to achieve metallurgical bonding. The entire process is completed without the use of acid, alkali or cyanide, resulting in minimal impact on the environment.

~~• longer~~TOFA ~~payment~~is ~~cycles;~~confident that its eco-friendly CCS products will gradually replace the existing products in the market in three to five years’ time. At the current time, CCS sales by TOFA amount to less than 5% of its total revenues. However, TOFA is currently developing a high-yield CCS production line that it intends to launch within the next year. The new production line is expected to produce high quality CCS wire on a large scale, with high efficiency, low environmental impact and low cost. As a result, management believes that TOFA’s CCS wire will be an attractive alternative to the current norm – environmentally harmful CCS and electro-plating.

~~• tax issues, such as tax law changes and variations in tax laws as compared to the United States;~~8

~~• currency~~TOFA ~~fluctuations~~has focused on these products as its major revenue contributors because of the competitive advantage of its capability to produce CCA power cables and CCA boards and also because of the huge market potential. CCA electricity and power cables have an extremely large potential demand in China. For example, providing CCA electricity/power cables to a building in a city will, on the average, cost US$2.35 per square meter of gross floor area; and in Dalian alone, based on information reported in “The 2010 Real Estate Market Research Report for Dalian” published by the China Real Estate Information Corporation, there are approximately 6 million square meters of gross floor area being constructed every year. This means there is a potential demand of CCA electricity/power cables of US$14 million per annum. In August 2010, TOFA conducted a feasibility study on the replacement of traditional copper power cables by CCA power cables in the residential development projects in selected cities within Liaoning Province, followed by some trial marketing. The market was very receptive of CCA power cables because of their comparable conductivity characteristics to pure copper cables, coupled with the lighter weight and lower price of the products. In the year following the conclusion of this study and marketing effort, TOFA recorded US$47.0 million in sales of its products. Encouraged by these results, the management of TOFA is very confident that CCA cables will be applied to the new buildings and has begun talks with the various relevant government departments in some of the second tier cities like Fushun, Yingkou, Tieling and Anshan in Liaoning Province. TOFA regards this as a starting point as second tier cities, although smaller in scale, are also fast growing, and could shorten the time required to promote and market the CCA cables. Successfully securing orders for CCA cables in these cities will showcase the high qualities of their products to potential customers in other cities in the country, and would hopefully lead to more orders. With a proven track record from these second tier cities, TOFA will then begin to expand its presence in the CCA power cable market in first tier cities.

~~• challenges in collecting accounts receivable;~~Employees

~~• cultural~~TOFA ~~and~~currently ~~language~~employs ~~differences;~~137 ~~and~~individuals, all of whom are full time employees.

~~• employment regulations.~~Suppliers

WeTOFA ~~cannot~~obtains ~~assure~~all ~~you~~of its raw materials from local copper ribbon manufacturers and aluminum and steel rod factories in China. TOFA enters into purchase contracts with the respective manufacturers or factories for the quantity of a particular metal that weit ~~would~~anticipates will be ~~able~~required tofor ~~adequately~~production ~~address~~over ~~these~~a ~~additional~~two ~~risks~~month period. The Ifpurchase weprice ~~were~~of ~~unable~~each toindividual dometal ~~so,~~closely ~~our~~resembles ~~operations,~~the ~~and~~price ~~those~~for delivery of the ~~business~~metal ~~that~~in wethe ~~acquired,~~spot ~~could~~market bein ~~materially~~the ~~adversely~~Shanghai Futures ~~affected~~Exchange. TOFA usually pays a deposit of about 30% of the purchase price at the time it enters into an order and the remainder is paid within 30 days of acceptance of delivery.

IfBecause weof ~~effect~~the aspecific ~~business~~requirements ~~combination~~ with arespect ~~company~~to ~~located~~the ~~outside~~ quality of the ~~United~~copper ~~States~~belts and aluminum rods, TOFA only sources raw materials from the ~~laws~~list ~~applicable~~of qualified suppliers. There are three to four ~~such~~primary ~~company~~suppliers ~~will~~with ~~likely~~whom ~~govern~~TOFA ~~all~~has ofhad ~~our~~a ~~material~~long ~~agreements~~term working relationship and wea ~~may~~number ~~not~~of besecondary ~~able~~suppliers that are available to ~~enforce~~fill ~~our~~in ~~legal~~on ~~rights~~an “as needed” basis. In 2011, TOFA’s major suppliers were:

If we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.

Raw Material	Supplier	Percentage of Material Purchased Annually
Copper ribbons	Anhui Yongjie Copper Co. Ltd.		74	%
	Shanxi Chunlei Copper Co. Ltd.		16	%

Aluminum rods	Jiangyin Hengli Electronic Co. Ltd		86	%

10Additionally, by early 2011, TOFA had replaced all of its existing production machinery with intelligent production machines made by Tongda. This is discussed in further detail below.

~~Authorization of Preference Shares.~~9

~~Our~~Sales ~~Memorandum of Association authorizes the issuance of up to 781,250 preference shares with designations, rights~~ and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue preference shares with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of our ordinary shares. In the event of issuance, the preference shares could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company. Although we have no present intention to issue any preference shares, we cannot assure you that we will not do so in the future.Marketing

WeTOFA ~~may~~has ~~become~~ a ~~passive~~sales ~~foreign~~team ~~investment~~of ~~company~~15 full-time staff to market its products to its customers in both the domestic and the international market. At present, ~~which~~about ~~could~~80% ~~result~~of its bimetal composite materials are sold in ~~adverse~~China Uwhile the remaining 20% is marketed internationally, primarily in South Korea, Taiwan, Germany and the US.S. ~~federal~~It ~~income~~has targeted ~~tax~~reputable ~~consequences~~enterprises in the telecommunication, electricity and power, home electronic appliances, auto and IT industries to Ube its preferred clients.S TOFA has successfully built up a client base of well-known and respected names. ~~investors~~These include local companies and international companies located in the US, Germany, Taiwan and South Korea. TOFA’s diversified customer base has lowered its risk of reliance on a small number of clients to keep the business growing. TOFA’s largest customers in terms of net sales during the last three years were (amounts presented in US$ in thousands):

Based on the nature of our business, we do not expect to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our current taxable year. However, whether or not we are a PFIC for any taxable year will be based in part on the character of our income and assets and the value of our assets from time to time, which will be based in part on the trading price of our ordinary shares, once they commence trading, which may be volatile. Accordingly, it is possible that we may be a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. investor held an ordinary share, certain adverse U.S. federal income tax consequences could apply to the U.S. investor. See “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Rules.”

Customer Name	2009		2010		2011
Radio Frequency Systems GMBH	$	550	$	2,896		6,701
Jiangsu Hengxin Technology Co., Ltd.		1,522		3,397		6,864
ShengYi Jianshe Group		321		1,057		5,463
Hua Tong Technology Ltd.		2,330		1,159		5,384

IfUnit wesales ~~effect~~price of TOFA’s CCA products is determined according to a ~~business~~pre-agreed ~~combination~~formula ~~with~~(which is equal to the sum of the average copper price for spot delivery on the Shanghai Futures Exchange multiplied by a ~~United~~factor ~~States~~of ~~corporation~~30% weto ~~could~~40% ~~face~~(depending ~~adverse~~on ~~tax~~the ~~effects~~form ~~under~~of final output) plus the ~~United~~average ~~States~~aluminum ~~tax~~price ~~laws~~for spot delivery multiplied by a factor of 60% to 70% (again, depending on the form of final output) plus processing fees). This price is exclusive of packaging and transportation costs.

Although we currently intend to focus on Asia, South America and Eastern Europe for potential business combination targets, if we were to effect a business combination with a U.S. corporation, such a combination could subject us to potentially adverse tax effects as a result of changes made to the U.S. Internal Revenue Code of 1986, as amended, by the American Jobs Creation Act of 2004 relating to the treatment of domestic business entities which expatriate from the United States to a foreign jurisdiction. These new provisions generally apply to the direct or indirect acquisition of substantially all of the properties of a domestic enterprise by a foreign corporation if there is at least 60% or 80% of continuing share ownership in the successor foreign entity by the former stockholders of the U.S. corporation and substantial business activities are not conducted in the jurisdiction in which such successor is created or organized. In the event we effected a business combination with a U.S. corporation, and were subsequently subject to these new rules, it could cause us to lose certain tax benefits, which could make the transaction more expensive to us, which could have an adverse effect on our operations. See “Taxation – Certain Material United States Federal Income Tax Considerations – Tax Effects if We Acquire a U.S. Corporation”Competition

IfBased weon ~~are~~customer ~~deemed~~feedback, internal marketing data related to bethe aCCA ~~controlled~~market ~~foreign~~in ~~corporation~~China, orour ~~CFC,~~patented wetechnology ~~may~~and beexpertise ~~subject~~as toevidenced ~~certain~~by ~~U.S.~~our ~~income~~participation ~~tax~~as ~~risks~~a ~~associated~~principal ~~with~~party in the drafting ~~CFC~~of ~~rules~~China’s ~~under~~industrial standards for the ~~U.S.~~use ~~Internal~~of ~~Revenue~~CCA ~~Code~~and ofCCS ~~1986~~wire in the electronic industry in China, we believe that the TOFA name is highly regarded by its customers and throughout the industry in China and recognized as ~~amended~~a key player in the composite materials industry in China.

WeThe ~~will~~following betable ~~considered~~sets aforth ~~CFC~~TOFA’s ~~for~~primary ~~any year~~ competitors in ~~which our United States shareholders that each own (directly, indirectly or by attribution) at least 10% of our voting shares (each a “10% U.S. Holder”) together own more than 50% of~~ the ~~total~~various ~~combined~~industries ~~voting~~where ~~power~~CCA ofis ~~all~~currently ~~classes~~being ofapplied ~~our~~in ~~voting shares or more than 50% of the total value of our shares. If we were classified as a CFC~~China, ~~such~~based ~~classification~~solely ~~would have many complex results, one of which is that if you are a 10% U.S. Holder~~ on the ~~last~~experience ~~day~~ of ~~our~~TOFA’s ~~taxable year~~management, coupled ~~you~~with ~~will~~periodic bediscussions ~~required~~with toindustry recognize as ordinary income your pro rata share of certain of our income (including both ordinary earnings and capital gains) for the taxable year, whether or not you receive any distributions on your ordinary shares during that taxable year.experts:

11Industry Company Name Telecommunications RF Cable* Fushi Int’l (Dalian) Bimetal Wires & Cables Co. Ltd. (a subsidiary of Fushi Copperweld Inc.) Zhangjiagang Liangsheng Composite Bimetal Materials Co. Suzhou Nanfang Xinda Bimetal Materials Co. Ltd. Home Electrical Appliances** Zhangjiagang Shingtian Metal Wires Co. Ltd. Suzhou Nanfang Xinda Bimetal Wires Co. Ltd. Fushi Int’l (Dalian) Bimetal Wires & Cables Co. Ltd. Electrical Power*** Fushi Int’l (Dalian) Bimetal Wires & Cables Co. Ltd.

If* weThe ~~are~~total ~~deemed~~size tofor bethe atelecommunications ~~CFC~~market inis ~~the~~approximately ~~future~~20,000 ~~these~~tons ~~rules~~per ~~would~~annum, ~~then apply to holders~~ of ~~our~~which ~~ordinary~~about ~~shares.~~60% ~~Accordingly,~~is ~~U.S. persons should consider~~ the ~~possible~~RF ~~application~~cable ~~of the CFC rules before making an investment in our ordinary shares~~market. ~~See “Certain Tax Considerations—Certain Material United States Federal Income Tax Considerations-Controlled Foreign Corporation Status and Related Consequences.”~~

~~ITEM~~** 1BThe total size of the home electrical appliance market is approximately 10,000 tons per annum. ~~UNRESOLVED~~ ~~STAFF~~TOFA ~~COMMENTS~~used to have a more robust presence in the home electrical appliances CCA market; however, because of the lower margin and generally longer credit period afforded to customers in this market, TOFA has begun switching its resources to concentrate on CCA products and market that yield higher returns like the telecommunication and power cables industries.

~~None.~~10

~~ITEM~~*** 2.The ~~PROPERTIES~~use of CCA cable for the electrical power industry in China is just beginning with annual demand estimated at 3,000 tons.

WeThis doachievement ~~not~~is ~~own~~the orresult ~~rent~~of ~~any~~extremely ~~property~~strong and aggressive dedication to research and development, as well as the quality of the products that it puts out. TOFA was the first Chinese company to enter the CCA industry in 1997 and its coating and welding processes were awarded the first patent in China’s CCA industry from the State Patent Office. WeTOFA ~~utilize~~has since been granted six patents for its CCA technology. No other company in China possesses such patented technology. Additionally, TOFA’s use of the ~~office~~intelligent, ~~space~~composite bimetallic material machinery developed and ~~equipment~~patented by Tongda for the production of ~~our~~its ~~officer~~CCA wire (which is currently unique within China) enhances TOFA’s product and, ~~directors~~by atextension, noits ~~cost~~reputation. Further, the fact that it had been one of the principal parties to draft the industrial standards for the CCA wires for use in the electronic industry when such wires were introduced to the local market has also helped TOFA build a recognizable brand name. At present, it is also participating in drafting CCA wire industrial standards for use by all industries in China.

~~ITEM~~In ~~3. LEGAL~~fact, ~~PROCEEDINGS~~because of the rather high barrier to entry in terms of the production technologies required, our management believes that there are less than fifty players in the industry in the whole of China and among them, only twenty or so can be considered as having decent productions.

WeOf ~~are~~the ~~not~~top ~~party~~three toor ~~any~~four ~~legal~~players, ~~proceedings~~Fushi Copperweld believes it is one of the largest bimetal producer in the world in terms of manufacturing capacity. Fushi has acquired manufacturing plants in the US and the UK, which have resulted in its gaining substantial market share in the international market. Despite having a smaller scale than Fushi Copperweld; TOFA management believes that it is very competitive because of its research and development capability, proprietary technologies and the brand name it has built up.

~~ITEM~~Research ~~4. SUBMISSION~~and OFDevelopment; ~~MATTERS~~Intellectual TOProperty ~~A VOTE OF SECURITY HOLDERS~~Rights

NoTOFA ~~matters~~has ~~were~~placed ~~submitted~~great toemphasis on research and development since its formation in 1997. Having been a ~~vote~~pioneer in the R&D of ~~security~~CCA ~~holders~~wire ~~during~~from inception, TOFA now seeks to expand its reach by developing superior CCS wire and is exploring the ~~fourth~~development ~~quarter~~of CCA and CCS boards to complement its current business. Research and development costs are charged to expense as incurred. These costs mainly consist of remuneration for the ~~fiscal~~staff ~~year~~and ~~covered~~material bycosts. TOFA incurred ~~this~~$213,622 ~~Annual~~and ~~Report~~$127,366 onin ~~Form~~research ~~10-K~~and development costs for the years ended December 31, 2011 and 2010, respectively.

~~PART~~TOFA IIhas been granted a total of six patents by the Chinese Government on their CCA wire products. The term of each of these patents runs from September 20, 2009 through September 19, 2019. They include:

~~ITEM~~· 5.Conducting ~~MARKET~~wires ~~FOR~~used ~~REGISTRANT’S~~grounding ~~COMMON~~in ~~EQUITY,~~lightning ~~RELATED~~rods ~~STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~(ZL200520117626.7);

· Ultra high-voltage grant span power transmission cable (aZL200520117631.8) ~~Market information~~;

~~Our~~· ~~ordinary~~Conducting ~~shares~~wires ~~have~~used ~~not been listed~~ for ~~trading~~making onbraid ~~the OTC Bulletin Board or on any stock exchange~~ and weplug doelectronic ~~not~~components ~~anticipate applying for listing on any exchange until after such time that we have completed a business acquisition~~(ZL200520117628.6);

· Bearing and trolley wire used for electrified railway (bZL200520117625.2) ~~Holders~~;

As· ofHigh-voltage ~~June~~power ~~30,~~cables ~~2010 there were approximately 460 record holders~~ of ~~998,275~~66KV ~~Ordinary~~and ~~Shares~~below (ZL200520117629.0); and

· Shaped wires used for high and low voltage distribution equipment (cZL200520117635.2) ~~Dividends~~.

WeTOFA have not paid any cash dividends to date and we do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize available funds for development of our business.Subsidiaries

~~(d) Securities~~In ~~authorized~~June 2011, TOFA, together with two minority shareholders in TODA, formed Panjin TOFA Cable Co., Ltd. for ~~issuance~~the ~~under~~purpose ~~equity~~of ~~compensation~~manufacturing ~~plans~~CCA. Panjin TOFA is based at New Materials Industrial Park, Yuanlin Village, Chenjia Town, Panshan County, Panjin City, Liaoning Province and began production on June 30, 2011.

1211

AsIn ofNovember ~~June 30~~2011, ~~2010,~~TOFA weformed Zhaodong ~~had~~TOFA nofor ~~securities~~the ~~authorized~~purpose ~~under~~of ~~equity~~selling ~~compensation~~CCA. ~~plans~~Zhaodong ~~and~~TOFA weis docurrently ~~not~~in ~~intend~~the process of renovating its facilities to ~~have~~be anlocated at ~~equity~~2nd ~~compensation~~West ~~plan~~Versailles ~~prior~~Apartment, toNo.1 Runhong, Zhengyang Street, Zhaodong City, Suihua City, Heilongjiang Province and has not begun doing any business. We anticipate that the ~~completion~~renovation of athe ~~business~~Zhaodong ~~combination~~TOFA facility will be completed and operations will commence in June 2012.

~~ITEM 6.~~Dalian ~~SELECTED~~Tongda ~~FINANCIAL~~Equipment ~~DATA~~Technology Development Co., Ltd.

In 2008, Tongda was incorporated to engage in the research, development, production, manufacturing and distribution of intelligent composite bimetal materials manufacturing equipment. Tongda also provides consultancy services to customers with regard to such production technologies. All bimetallic composite materials production lines manufactured by Tongda employ a number of independent patented technologies that enable fully automated and intelligent control over raw material supply, clad-welding and finished product collection. The ~~selected~~entire ~~financial~~bimetallic ~~data~~composite ~~presented~~material ~~below~~production process ~~has~~is ~~been~~monitored ~~derived~~by ~~from~~a ~~our~~programmable ~~audited~~logic ~~financial~~controller ~~statements~~(“PLC”) ~~appearing~~to ~~elsewhere~~ensure ~~herein~~coordinated action of the various parts making up the production line. Tongda’s automated bimetallic composite materials production lines are the first of their kind to be introduced and marketed in the PRC.

	Year Ended			Year Ended
	June 30, 2010			June 30, 2009
Revenues	$	-		$	-
Expenses		3,207			2,919
Net Loss		3,207			2,919
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Total Assets	$	1,426		$	1,426

Products and Services

~~ITEM~~Tongda produces a series of fully-automated, intelligent composite bimetal materials manufacturing equipment and facilities for the production of CCA wire and CCAM wire of various thicknesses (from 0.04 mm to 17 mm) and CCS wires with diameters less than 1.66 mm. Tongda is researching into production equipment that could produce CCS wires of diameters up to 7.5 ~~MANAGEMENT’S~~mm, ~~DISCUSSION~~which ~~AND~~requires ~~ANALYSIS~~more OFadvanced ~~FINANCIAL~~technology ~~CONDITION~~to ~~AND~~bond ~~RESULTS~~the OFconstituent ~~OPERATIONS~~metals, and expects such equipment to be available in first half of 2013. The Tongda composite bimetal materials producing equipment is innovative in China as there was no domestically produced equipment of such kind in the market before. Apart from the automatic, intelligent composite bimetal materials manufacture equipment, Tongda also produces the following stand-alone machines and equipment used during the composite bimetal materials production process;

~~Disclosure~~· ~~Regarding~~wire-drawing ~~Forward Looking Statements~~machines;

~~Statements,~~· ~~other~~metal ~~than~~feeding historical facts, contained in this Annual Report on Form 10-K, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited todevices; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States; the effect of derivative activities; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

~~When~~· ~~used~~wire incollection this Form 10-K, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.devices;

~~General~~· waste materials pressing machines;

~~Summit~~· ~~Growth~~copper ~~Corporation~~belt ~~(“we,”~~connecting “us,” or the “Company”) is a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange. We intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets.devices;

13· copper belt buffers;

~~Plan~~· ofinverted ~~Operation~~cleaning detection devices;

We· ~~have~~inverted ~~not~~bare ~~engaged~~wire indevices; ~~any business activities that generate revenue. Our activities to date have been primarily focused upon our formation~~ and raising capital. We have conducted private offerings of our ordinary shares, the proceeds of which we intend to use for payment of costs associated with formation, accounting and auditing fees, legal fees, and costs associated with identifying acquisition targets and completing necessary due diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission. We believe we will be able to meet these costs for at least the next 12 months by obtaining loans from our shareholders, management or other investors.

We· ~~may~~hydraulic ~~consider~~cooling aconnecting business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capitaldevices. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

~~Results~~The availability of ~~Operations~~automated bimetallic composite material production lines and related equipment has made the manufacturing of the composite bimetal materials more cost effective and reduced total production time.

~~Year ended June 30, 2010 compared to period year ended June 30, 2009~~12

~~Operating~~Traditionally, ~~Expenses~~manufacturing of composite bimetallic materials was carried out via a number of discrete tasks - from cleaning of the raw metals, to loading the raw metals onto feeding wheels, to welding the raw metals into one wire, to collection of the finish products. These steps were each done on a separate machine and production was limited by the length of the ribbons and rods that could be input into the various machines. Tongda’s advanced design, which combines a built-in raw material feeding device, intelligent welding device and finished product collection device into one piece of equipment, makes it possible to produce high quality composite bimetal wires continuously. This is a breakthrough in the production mechanism in the industry in China. So, with the use of the intelligent production equipment from Tongda, the very complicated process of composite bimetal material production has become simplified.

~~Because~~When wecompared ~~currently~~to dothe ~~not~~old ~~have~~generation ~~any~~equipment ~~business~~in ~~operations~~Tongda’s internal testing process, wethe ~~have~~employment ~~not~~of ~~had~~the ~~any~~intelligent ~~revenues~~production ~~during~~lines ~~the~~from ~~period~~Tongda ofincreases ~~inception~~production ~~through~~efficiency ~~June~~by ~~30,~~about 33% ~~2010.~~and ~~Total~~lowers ~~expenses~~material ~~for~~wastage by 3%. Under the ~~year~~traditional ~~ended~~system ~~June~~of 30manufacturing, ~~2010~~raw ~~increased~~material tois ~~$3,207~~lost ~~from~~in ~~$2,919~~the feeding process and during the joining of one batch to the next for a continuous wire. Because of the ~~year~~high ~~ended~~precision ~~June~~of 30the intelligent production lines, ~~2009. This~~the ~~increase~~copper ~~was~~ribbons ~~primarily~~used ~~caused~~can bybe 20% thinner than those to be processed using the ~~increase~~old inmachines. ~~government~~As ~~fees~~a inresult, ~~fiscal~~the ~~year~~material cost ~~2010~~and hence the production cost is substantially lower.

~~Liquidity~~The ~~and~~production ~~Capital~~process ~~Resources~~is more environmentally friendly. The intelligent design uses a mechanical peeling process to scratch off the outer layer of the aluminum rod, replacing the need to clean the surface of the metals with an alkali solution, thereby eliminating the waste water that would otherwise be generated from the cleaning of the raw materials. There is also a lower level of noise generated using Tongda’s intelligent production equipment when compared to the traditional bimetal materials production equipment.

As of June 30, 2010, we had $1,426 in cash available, and had current liabilities of $1,132 in accounts payable and $12,044 to a related party. The Company anticipates that additional funding needs beyond the Company’s cash balance will be provided by the majority shareholder for at least the next 12 months as necessary.Employees

~~ITEM~~Tongda ~~7A.~~currently ~~QUANTITATIVE~~employs ~~DISCLOSURES~~41 ~~ABOUT~~individuals, ~~MARKET~~all ~~RISK~~of whom are full time employees.

~~None.~~Suppliers

~~ITEM~~To 8minimize the carrying and management costs, Tongda organizes its raw material purchases in such a way to keep inventory to a minimum. ~~FINANCIAL~~It ~~STATEMENTS~~keeps adequate supplies of those parts and raw materials required for the manufacture of two intelligent production lines, which require a delivery lead time of two months and above. With respect to the manufacture of its other machines and products, Tongda generally keeps only a small reserve of parts and raw materials and can easily order the materials required for production as an order comes in to the company. Tongda normally pays a deposit of 30% on signing a purchase order with its suppliers and settles in full when the supplies are received.

~~The~~In ~~financial statements of the Company~~2011, ~~including~~Tongda’s ~~the~~major ~~notes~~suppliers ~~thereto and report of the independent auditors thereon, are included in this report as set forth in the “Index to Financial Statements.” See F-1 for Index to Financial Statements.~~were:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Parts/ Raw Material	Supplier	Percentage of Material Purchased Annually
Steel	Dalian Pengda Steel Material Co Ltd		68	%
	Dalian Hongxingiso Steel Material Co Ltd		30	%

Machinery and Parts	Dalian Weiyun Plastic Machinery Co Ltd		43	%
	Dalian Shahekou Xudong Machines		46	%
	Dalian Bosheng Machinery Co Ltd		11	%

~~None.~~Sales and Marketing

~~ITEM 9A(T)~~Within China, Tongda has taken a very careful approach in choosing its customers for its intelligent bimetal materials production lines to avoid creating more competition within the high margin production area. ~~CONTROLS~~As ~~AND~~a ~~PROCEDURES~~result, a significant majority of these products are intended for the international market, with initial focus on South Korea. In 2010, Tongda entered into an agreement with a distribution agent in South Korea to exclusively market its products in that country. In addition, Tongda provides consultancy services to its South Korean customers, advising them on the overall strategy of their composite materials production and conducting turnkey projects for related production lines and equipment. Tongda plans to expand its overseas presence going forward.

~~Evaluation of Disclosure Controls and Procedures.~~13

14To the extent that Tongda sells its bimetal materials production lines in China, it is anticipated that, with the exception of sales to TOFA, any sales are limited to companies producing CCA solely for use in home electronic appliances (so-called lower margin products) that would not compete with TOFA.

WeWith ~~maintain~~respect ~~disclosure controls and procedures that are designed~~ to ~~ensure~~its ~~that~~other ~~information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934~~machines, such as ~~amended~~its ~~(the~~semi ~~“Exchange~~automatic bimetal ~~Act”)~~material isproduction ~~recorded,~~equipment ~~processed, summarized~~ and ~~reported~~peripheral ~~within~~devices, ~~the~~Tongda ~~time~~sells ~~periods~~its ~~specified~~products indomestically ~~the~~to ~~SEC’s~~customers ~~rules, regulations and related forms, and~~ that ~~such~~do ~~information~~not isconstitute direct ~~accumulated~~competition ~~and communicated~~ to ~~our~~TOFA. ~~principal~~Sales ~~executive~~of ~~officer~~such equipment and ~~principal~~devices ~~financial~~contributes ~~officer,~~approximately as10% ~~appropriate,~~ to ~~allow~~the ~~timely~~revenue ~~decisions~~of ~~regarding required disclosure~~Tongda.

AsTongda’s oflargest ~~June~~customers ~~30,~~in ~~2010,~~terms ~~we carried out an evaluation, under the supervision and with the participation~~ of ~~our~~net ~~principal~~sales ~~executive~~since it ~~officer~~began ~~and~~producing ~~our principal financial officer of the effectiveness of the design~~ and ~~operation~~selling ofits ~~our~~products ~~disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures~~ were ~~effective~~(amounts aspresented ofin ~~the~~US$ ~~end~~in ~~of the period covered by this report.~~ thousands):

Management's Report on Internal Control Over Financial Reporting.

Customer Name	2009		2010		2011
Yixing Tongxin	$	730	$	2,989	$	11
Zhejiang Detong		-		-		1,312
Changzhou Mingtong				-		1,014
TOFA		440		341		-
Tianjin Wanbo				745		158
Dongguang Zhaohong		-		-		794
Shenzhen TOFA		-		505		-
Saidelong				-		1,642

~~Our~~With ~~management~~respect isto ~~also~~intelligent ~~responsible~~composite ~~for~~bimetal ~~establishing~~production ~~and~~lines, customers ~~maintaining~~pay ~~adequate~~a ~~internal~~deposit ~~control~~equivalent ~~over~~to ~~financial~~50% ~~reporting. The~~of ~~Company's~~the ~~internal~~purchase ~~control~~price ~~over~~on ~~financial~~signing ~~reporting~~of isthe ~~designed~~purchase tocontract. ~~provide~~Another ~~reasonable~~40% ~~assurance~~of ~~regarding~~the purchase price is paid on delivery of the ~~reliability~~machinery, a further 5% is paid on satisfactory completion of ~~financial~~a ~~reporting~~trial run and the ~~preparation~~balance is paid three months after installation. On completion of ~~financial~~the ~~statements~~trial ~~for~~run, ~~external~~a ~~purposes~~time locking program in ~~accordance~~the ~~with~~equipment ~~generally~~is ~~accepted~~initiated ~~accounting~~as ~~principles~~safeguard on the collection of the balance of the purchase price as required under the original contract.

~~Our internal control over financial reporting includes those policies and procedures that:~~Competition

·Tongda ~~Pertain~~is to the ~~maintenance~~only ofprivate ~~records~~corporation in China that, possesses the patented technology that it uses in ~~reasonable~~the ~~detail~~production of intelligent composite bimetal materials production lines. As a result, management ~~accurately~~is ~~and~~of ~~fairly~~the ~~reflect~~opinion that Tongda is a leader in the ~~transactions~~business and ~~dispositions~~there ofis ~~the~~no ~~assets~~domestic ofcompetition with respect to the ~~Company;~~production of intelligent composite bimetal materials manufacturing equipment in China.

·As ~~Provide~~we ~~reasonable~~discussed ~~assurance~~above, ~~that~~with ~~transactions~~the exception of sales to TOFA, the majority of Tongda’s intelligent composite bimetal production lines are ~~recorded~~intended asfor ~~necessary~~the tointernational ~~permit~~market ~~preparation~~or for lower margin producers of ~~financial~~CCA ~~statements~~wire. inInternationally, ~~accordance~~we believe that our primary competition is Nexans Deutschland GmbH, a German subsidiary of French cable maker Nexans SA, that produces similar lines of products as our intelligent bimetal materials production equipment with ~~generally~~clad ~~accepted~~welding ~~accounting~~technology. ~~principles~~Fushi Int’l (Dalian) Bimetal Wires & Cables Co. Ltd. uses an intelligent production line licensed from Nexans by Fushi Copperweld, ~~and~~Inc. Outside of this competitor, we are not aware of any products that are currently available using similar intelligent technology.

·Research ~~that our receipts~~ and ~~expenditures~~Development; ~~are~~Intellectual ~~being~~Property ~~made only in accordance with authorizations of the Company's management and directors; and~~Rights

·Since ~~Provide~~its ~~reasonable~~inception ~~assurance~~in ~~regarding~~2008, ~~prevention~~Tongda orhas ~~timely~~devoted ~~detection~~significant resources to the research and development of ~~unauthorized~~its ~~acquisition~~hardware and production capabilities, ~~use~~understanding orthat ~~disposition~~the development of ~~our~~superior manufacturing ~~assets~~was ~~that~~essential ~~could~~to ~~have~~its abusiness strategy. Research and development costs are charged to expense as incurred. These costs mainly consist of remuneration for the staff and material ~~effect~~costs. Tongda onincurred $85,344 and $44,255 in research and development costs for the ~~financial~~years ~~statements~~ended December 31, 2011 and 2010, respectively. In the short span of time from incorporation to the present date, Tongda has already been granted ten patents by the Chinese authorities relating its products and production technology. In August 2008, Tongda also received ISO9001:2000 certification. Tongda’s patents include:

As of June 30, 2010, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting. In making this assessment, management followed an approach based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of June 30, 2010.14

~~This~~· ~~annual~~Bimetal ~~report~~composite ~~does~~wires ~~not~~efficient ~~include~~production anline ~~attestation report of the Company's registered public accounting firm regarding internal control over financial reporting~~(ZL200710012349.7) ~~Management's~~– ~~report was not subject to attestation by~~ the ~~Company's~~term ~~registered public accounting firm pursuant to temporary rules~~ of ~~the~~this ~~Securities~~patent ~~and~~runs ~~Exchange~~from ~~Commission~~May ~~that~~9, ~~permit~~2010 ~~the~~through ~~company~~May to8, ~~provide only management's report in this annual report.~~2020;

~~Changes~~· inCopper ~~Internal~~ribbon ~~Controls~~supplier for bimetal composite wires production equipment using clad-welding technology (ZL200720012439.1) – the term of this patent runs from April 16, 2008 through April 15, 2018;

~~There~~· ~~have~~Bimetal ~~been~~wires noblank ~~changes~~continuous incoated ~~our~~welding ~~internal~~gun ~~controls~~clamping ~~over~~device ~~financial~~(ZL200810010173.6) ~~reporting~~– ~~during~~the ~~our~~term ~~most~~of ~~recent~~this ~~fiscal~~patent ~~quarter~~runs ~~that~~from ~~has~~May ~~materially~~17, ~~affected~~2010 orthrough isMay ~~reasonably~~16, ~~likely to materially affect our internal controls.~~2020;

~~ITEM~~· 9BAutomatic degreasing device for copper belt used for bimetal composite wires blank coated welding production (ZL200720015302.1) ~~OTHER~~– ~~INFORMATION~~the term of this patent runs from August 6, 2008 through August 5, 2018;

~~None~~· Bimetal wires blank vertical molding wheel device (ZL200820010358.2) – the term of this patent runs from November 19, 2008 through November 18, 2018;

~~PART~~· ~~III~~Drive with clutch function in bimetal wires blank coated welding drawing equipment (ZL200820010355.9) – the term of this patent runs from November 19, 2008 through November 18, 2018;

~~ITEM 10~~· Bimetal wires blank coated welding equipment rapid replacement of tungsten rod device (ZL200820010414.2) ~~DIRECTORS~~– the term of this patent runs from November 19, ~~EXECUTIVE~~2008 ~~OFFICERS~~through ~~AND~~November ~~CORPORATE~~18, ~~GOVERNANCE~~2018;

~~Our~~· ~~officers~~Wire ~~and~~surface ~~directors~~processor ~~and~~with ~~additional~~peeling ~~information~~function ~~concerning~~(ZL200820199015.5) ~~them~~– ~~are~~the asterm ~~follows:~~of this patent runs from October 21, 2009 through October 20, 2019;

Name	Age	Position
David Richardson	52	Director
Joseph Rozelle	37	President, Chief Financial Officer, Director

Wire surface treatment device (ZL200820189880.1) – the term of this patent runs from November 4, 2009 through November 3, 2019; and

15· Copper belt polishing machines (ZL200920166770.8) – the term of this patent runs from April 14, 2010 through April 13, 2020.

~~David~~Government ~~Richardson.~~Regulation ~~David~~applicable Richardson has been one of our directors since September 2006. Mr. Richardson is an Executive Director of Lighthouse Capital Insurance Company (Fortis’ insurance affiliate in the Cayman Islands), and the President and CEO of Mid-Ocean Consulting Group Ltd., which guides both institutions and individuals on sophisticated international structuring and tax related strategies. From 2003 through 2005, Mr. Richardson served as the President of Oceanic Bank and Trust Limited’s Insurance Specialty Unit. Prior thereto, in 1996, he became the Head of Private Banking for MeesPierson, a Dutch merchant/private bank in the Cayman Islands. Following that, he became the Managing Director for MeesPierson (Bahamas) Ltd. and Chairman of Lighthouse Capital Insurance Company. David Richardson began his professional career in the investment business over 20 years ago, working for one of Canada’s preeminent investment houses; Walwyn, Stodgell, Cochrane and Murray (now Merrill Lynch Canada). In 1987, he joined the Bank of Bermuda in Bermuda as Portfolio Manager, where he personally oversaw the management of in excess of $350 million for the Bank’s top tier clientele. From there he moved to ~~the~~TOFA ~~Bank of Bermuda’s wholly owned trust subsidiary, Bermuda Trust Company serving as Assistant Manager~~ and Director of Americas’ marketing activities. Mr. Richardson is a graduate of the University of Toronto (Hon.BSc) with a post graduate degree from Northwestern University (NTS Graduate), as well as possessing a number of professional affiliations including a Member of STEP, the ITPA and the Bahamas International Insurance Association.Tongda

~~Joseph~~TOFA ~~Rozelle. Joseph~~and ~~Rozelle~~Tongda ~~has~~are ~~been~~subject ~~one~~to ofrules ~~our directors. In addition, Mr. Rozelle has served as our President~~ and ~~Chief~~regulations ~~Financial~~imposed by ~~Officer since September 2006. Mr. Rozelle is currently the President of Nautilus Global Partners,~~ a ~~Limited~~wide ~~Liability~~range ~~Company dedicated to facilitation~~ of ~~“going~~governmental ~~public”~~authorities ~~transactions for foreign~~ and ~~domestic~~are ~~operating~~diligent ~~companies~~in onmaintaining ~~the~~an ~~public~~awareness ~~United~~of ~~States~~those ~~Exchanges~~rules. ~~Prior~~Their toheadquarters and ~~joining~~manufacturing ~~Nautilus~~facilities inare ~~2006,~~located ~~Mr.~~in ~~Rozelle~~the ~~was~~PRC ~~a consultant with Accretive Solutions, providing Sarbanes-Oxley Compliance consulting~~ and ~~other~~as ~~accounting related consulting services. Prior thereto~~such, ~~Mr.~~it ~~Rozelle~~is ~~worked~~subject ~~with~~to ~~Momentum~~various ~~Equity~~tax ~~Group, LLC~~ and ~~Momentum~~business ~~Bio~~governance ~~Ventures~~rules asand regulations aimposed ~~Principal~~by ~~Analyst in~~ the ~~spring~~PRC ~~of 2002~~ and ~~winter~~its ofpolitical ~~2003, respectively~~subdivisions. AtFailure ~~Momentum,~~to ~~Mr.~~comply ~~Rozelle~~with ~~was~~the ~~responsible~~various ~~for~~government ~~financial~~regulations ~~modeling,~~can ~~due~~have a ~~diligence,~~negative ~~and~~impact ~~preparation~~on ofour ~~investment~~company; ~~summaries~~therefore ~~for~~we ~~client~~are ~~companies.~~diligent ~~Prior~~in toour ~~joining~~compliance ~~Momentum, Mr. Rozelle was an associate~~ with ~~Barclays~~these ~~Capital~~rules inand ~~the~~regulations. We ~~Capital Markets Group, specializing~~ are in ~~asset~~compliance ~~securitization.~~with ~~Prior~~all ~~thereto,~~material herespects ~~was the Assistant Vice President~~ of ~~Planning~~such ~~and~~laws, ~~Financial~~regulations, ~~Analysis~~rules, ~~for~~specifications ~~a regional commercial bank~~ and ~~was~~have ~~responsible~~obtained ~~for~~ all ofmaterial ~~the~~permits, approvals ~~corporate~~and ~~financial~~registrations ~~modeling,~~relating ~~risk~~to ~~analysis,~~human ~~mergers~~health and ~~acquisition~~safety ~~evaluation,~~ and ~~corporate~~the ~~budgeting~~environment. ~~Before~~In ~~his tenure in commercial banking~~addition, ~~Mr.~~third ~~Rozelle~~parties ~~served~~and asgovernmental agencies ~~a senior auditor with Arthur Andersen, where he was involved~~ in asome ~~variety~~cases ofhave ~~filings with~~ the ~~SEC~~power ~~involving~~under ~~corporate~~such ~~mergers,~~laws ~~spin-offs, public debt offerings,~~ and ~~annual~~regulations ~~reports. Mr.~~to ~~Rozelle~~require ~~holds~~remediation ~~a Bachelors~~ of ~~Business~~environmental ~~Administration~~conditions ~~degree~~and, ~~from~~ in the ~~University~~case of ~~Houston~~governmental ~~and~~agencies, ato ~~Masters~~impose offines ~~Business~~and ~~Administration degree from the Jesse H~~penalties. ~~Jones~~We ~~School~~make ofcapital ~~Management~~expenditures atfrom ~~Rice~~time ~~University.~~to ~~Mr.~~time ~~Rozelle~~to isstay ~~also~~in ~~the~~compliance with ~~sole~~applicable ~~director~~laws and ~~sole executive officer of VPGI, Inc~~regulations.~~, a public corporation.~~

Each of our directors is elected by holders of a majority of the ordinary shares to serve for a term of one year and until his successor is elected and qualified, which is generally at the annual meeting of shareholders. Officers serve at the will of the board, subject to possible future employment agreements which would establish term, salary, benefits and other conditions of employment. No employment agreements are currently contemplated.15

~~Significant~~In ~~Employees~~2011 and 2010, TOFA incurred expenses of $2,011 and $1,846, respectively, to comply with governmental regulations in China and $3,981 and $3,785, respectively, to comply with environmental regulations in China. During the same period, Tongda incurred expenses of $1,031 and $923, respectively, to comply with governmental regulations in China and $1,631 and $1,338, respectively, to comply with environmental regulations in China.

~~None~~Environmental Compliance

~~Family~~As ~~Relationships~~we conduct our manufacturing activities in China, we are subject to the requirements of PRC environmental laws and regulations on air emission, waste water discharge, solid waste and noise. The major environmental regulations applicable to us include the PRC Environmental Protection Law, the PRC Law on the Prevention and Control of Water Pollution and its Implementation Rules, the PRC Law on the Prevention and Control of Air Pollution and its Implementation Rules, the PRC Law on the Prevention and Control of Solid Waste Pollution, and the PRC Law on the Prevention and Control of Noise Pollution. We aim to comply with environmental laws and regulations and have received our ISO 14001:2004 Environmental Management System Certificate for environmental compliance. The ISO 14001:2004 standard is intended to help companies minimize the environmental impact of the production process. The standard includes a set of internationally accepted specifications for environmental management systems created by the International Organization for Standardization. The standards for certification include three major areas: (1) Management systems - systems development and integration of environmental responsibilities into a company's planning; (2) Operations - consumption of natural resources and energy; and (3) Environmental systems - measuring, assessing, and managing emissions, effluents, and other waste streams.

~~None~~We do not believe that the costs and compliance with applicable environmental laws materially impact our business. The traditional electro-plating production process is a potential eco-hazard, releasing high levels of pollutants into the atmosphere. In Liaoning province alone, governmental regulators have forced the permanent closure of two metal material producers and the temporary shutdown of 34 more while they search for a way to reduce the level of harmful emissions from their facilities. Seven additional manufacturers have been ordered to reduce their level of emissions. Similar environmental crackdowns are being felt throughout other provinces in China. The Chinese government continues to introduce more stringent environmental regulations for the production of electro-plating with the goal of reducing or eliminating the production of harmful levels of acid and alkali residue, as well as toxic levels of cyanide. In the composite bimetallic material industry, this environmental liability is virtually eliminated. CCA and CCS wire saves a lot of the scarcity of copper resources and the coated welding production process does not pollute the environment.

~~Involvement~~Additionally, inthe ~~Certain~~production ~~Legal~~process ~~Proceedings~~for our intelligent composite bimetal materials manufacturing equipment is more environmentally friendly. The intelligent design uses a mechanical peeling process to scratch off the outer layer of the aluminum rod, replacing the need to clean the surface of the metals with an alkali solution, thereby eliminating the waste water that would otherwise be generated from the cleaning of the raw materials. There is also a lower level of noise generated using Tongda’s intelligent production equipment when compared to the traditional bimetal materials production equipment.

16We are not subject to any admonitions, penalties, investigations or inquiries imposed by the environmental regulators, nor are we subject to any claims or legal proceedings to which we are named as defendant for violation of any environmental law or regulation. We do not have any reasonable basis to believe that there is any threatened claim, action or legal proceedings against us that would have a material adverse effect on our business, financial condition or results of operations.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of our Company during the past five years.Tax

~~Board~~Pursuant ~~Committees~~to the Provisional Regulation of China on Value Added Tax (“VAT”) and their implementing rules, all entities and individuals that are engaged in the sale of goods, the provision of repairs and replacement services and the importation of goods in China are generally required to pay VAT at a rate of 17.0% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Further, when exporting goods, the exporter is entitled to a portion of or a full refund of the VAT that it has already paid or borne.

Our Board of Directors has no separate committees and our Board of Directors acts as the Audit Committee and the Compensation Committee. We do not have a qualified financial expert serving on our Board of Directors.16

~~Involvement~~Foreign ofCurrency ~~Officers and Directors in Blank Check Companies~~Exchange

~~Messr.~~Under ~~Rozelle~~the PRC Regulations for the Control of Foreign Exchange (2nd Version), Part III – Control of Foreign Exchange on the Capital Account, which is anapplicable ~~officer~~to us, the RMB is convertible for current account items, including the distribution of dividends, interest payments, trade and ~~Messrs~~service-related foreign exchange transactions. ~~Richardson~~Conversion of RMB for capital account items, such as direct investment, loan, security investment and ~~Rozelle~~repatriation of ~~are~~investment, ~~currently~~however, ~~serving~~is onstill subject to the ~~boards~~approval of ~~directors~~the ~~for~~PRC State Administration of Foreign Exchange, or SAFE. Foreign-invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the ~~following~~case ~~entities~~of capital account item transactions, ~~each~~obtaining ~~incorporated~~approval ~~under~~from the ~~laws~~SAFE. Capital investments by foreign-invested enterprises outside of are also subject to limitations, which include approvals by the ~~Cayman~~Ministry of ~~Islands:~~Commerce, the SAFE and the State Reform and Development Commission.

·Dividend ~~IPKV Holdings, Inc.~~Distributions

·Under the PRC regulations on the Implementation of Foreign-Invested Company Law, foreign-invested enterprises in China ~~Growth~~may ~~Corporation~~pay dividends only out of their accumulated profits, if any, determined in accordance with the PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China are required to set aside at least 10% of their after-tax profit based on the PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation.

·Development ~~Lunar~~Strategies ~~Growth~~for ~~Corporation~~TOFA and Tongda

·1. ~~Pan~~Concentrate ~~Asian~~on ~~Corporation~~New Products

·Composite ~~Juniper~~bimetallic ~~Growth~~wires ~~Corporation~~are widely applied in the electricity/power, telecommunication, IT, auto, home electrical and electronic appliances industries; but different applications require very different specifications for the wires. We intend to move into the production of CCA wire for use in power cables. Management believes that we possess the technical expertise to develop, produce and install power cables that would be attractive to current and future clients.

·2. ~~Seven~~Diversify ~~Seas~~Production ~~Acquisition~~into ~~Corporation~~New Materials and Product Lines

·TOFA ~~Global~~intends ~~Growth~~to ~~Corporation~~expand its composite bimetallic wire production of CCS wire. We believe that expansion in this area is an excellent complement to our existing business and will provide us access to international markets, including the US and Europe. Lead time of about 12 months is required for the installation of appropriate facilities before production can commence.

·TOFA ~~Bering~~also ~~Growth~~intends ~~Corporation~~to develop CCA boards to complement its existing product line. During power transmission, power cables are connected from the source to the end users via a number of transformers. Traditionally, a large number of copper boards are employed in the transformers as connecting bodies. With the development of CCA products, management believes that it would be advantageous to our customers to provide the option to replace heavy, expensive copper boards with lighter, more cost-effective CCA boards. Our employees have the technological know-how to develop attractive CCA boards and we intend to set up production facilities for CCA boards by the end of 2012.

~~Each~~At ofthis ~~the~~time ~~foregoing~~we ~~entities~~are ~~was~~unable ~~formed~~to ~~for~~estimate the ~~purpose~~cost ofassociated ~~engaging~~with the indevelopment anand ~~acquisition~~expansion ~~or business combination~~ of anthese ~~operating~~product ~~business~~lines.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~17

~~Section~~3. ~~16(a)~~Closer ofCooperation ~~the Securities Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock~~ with ~~the~~Existing Securities and Exchange Commission. Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.Customers

~~Based~~With ~~solely~~the onavailability ~~our~~of ~~review~~intelligent ofbimetallic ~~such~~wire ~~forms~~production lines ~~furnished~~from Tongda, TOFA is in a position to usoffer closer cooperation to its customers. The operating model calls for TOFA to purchase and ~~written~~install ~~representations~~Tongda’s ~~from~~intelligent ~~certain~~production ~~reporting~~lines ~~persons~~in premises adjacent to select customers who would guarantee a certain order quantity, weand ~~believe~~the ~~that~~CCA wires produced will all ~~filing~~be ~~requirements~~sold ~~applicable~~to that customer. The purpose is to ~~our~~secure ~~executive~~long ~~officers,~~term ~~directors~~orders ~~and~~from ~~greater~~the customers ~~than~~by ~~10%~~providing ~~beneficial~~them ~~owners~~with ~~are~~guaranteed ~~current~~and astimely supply of ~~October~~the ~~12,~~CCA ~~2010~~products.

174. Further Research and Development

~~Code~~To maintain its competitive edge, TOFA will continue to develop new products as well as its production technology. Tongda will expand its research into the manufacturing of ~~Ethics~~intelligent production lines for CCS wires and for CCA boards.

We5. ~~have~~Expanding ~~not~~Market ~~adopted~~Share athrough code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.Acquisitions

~~ITEM 11~~We intend to locate a number of CCA manufacturers with good potential to be targets of acquisitions. ~~EXECUTIVE~~Tongda ~~COMPENSATION~~will provide the targets with intelligent CCA production lines and will have them installed in their plants. In exchange, we will acquire a certain percentage of the equity interest, though not necessarily absolute majority, in the target.

~~None~~Item ~~of our officers or directors has received any cash remuneration since inception~~1A. NoRisk ~~remuneration of any nature has been paid for or on account of services rendered by a director in such capacity~~Factors. ~~None of the officers and directors intends to devote more than a few hours a week to our affairs.~~

ItOur isbusiness ~~possible~~and ~~that~~an investment in our securities are subject to a variety of risks. You should carefully consider the risks described below before making any investment decision. The following risk factors describe the most significant events, ~~after~~facts or circumstances that we ~~successfully~~believe ~~consummate~~could have a material adverse effect upon our business, ~~combination~~financial ~~with~~condition, anresults ~~unaffiliated~~of ~~entity~~operations, ~~that~~ability ~~entity~~to ~~may~~implement ~~desire~~our business plan, and the market price for our securities. Additional risks not presently known to ~~employ~~us or ~~retain~~that ~~one~~we orcurrently abelieve ~~number~~are ofimmaterial ~~members~~may ofalso impair our ~~management~~business operations. ~~for~~Our ~~the~~business ~~purposes~~could be harmed by any of ~~providing~~these ~~services~~risks. In assessing these risks, you should also refer to the ~~surviving~~other ~~entity~~information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes.

WeRisks ~~have~~Related ~~not~~to ~~adopted~~Our ~~retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our employees.~~Business

~~There~~Adverse ~~are~~capital noand ~~understandings~~credit ormarket ~~agreements~~conditions ~~regarding~~may ~~compensation~~significantly affect our ~~management~~ability ~~will~~to ~~receive~~meet ~~after~~liquidity aneeds, ~~business~~access ~~combination that is required~~ to becapital ~~included~~and incost ~~this~~of ~~table, or otherwise~~capital.

~~Compensation~~The ~~Discussion~~capital and ~~Analysis~~credit markets have been experiencing extreme volatility and disruption in recent months, including, among other things, extreme volatility in securities prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others. Governments have taken unprecedented actions intended to address extreme market conditions that have included severely restricted credit and declines in real estate values. In some cases, the markets have exerted downward pressure on availability of liquidity and credit capacity for certain issuers. While currently these conditions have not impaired our ability to utilize our current credit facilities and finance our operations, there can be no assurance that there will not be a further deterioration in financial markets and confidence in major economies such that our ability to access credit markets and finance our operations might be impaired. Adverse market conditions may limit our ability to replace, in a timely manner, maturing liabilities and access the capital necessary to operate and grow our business. As such, we may be forced to delay raising capital or bear an unattractive cost of capital which could decrease our profitability and significantly reduce our financial flexibility. Demand for our products is vulnerable to economic downturns. The worsening of economic condition could result in a decrease in or cancellation of orders for our products. We are unable to predict the duration and severity of the current disruption in financial markets and the global adverse economic conditions and the effect such events might have on our business. Our results of operations, financial condition, cash flows and capital position could be materially adversely affected by disruptions in the financial markets. Further, any decreased collectability of accounts receivable or early termination of sales contracts due to the current deterioration in economic conditions could negatively impact our results of operations.

Since we do not currently have an operating business, our officers do not receive any compensation for their service to us; and, since we have no other employees, we do not have any compensation policies, procedures, objectives or programs in place. We will adopt appropriate compensation policies, procedures, objectives or programs as necessary after an acquisition is consummated. However, it is anticipated that, after the consummation of an acquisition, the compensation for our senior executives will be comprised of four elements: a base salary, an annual performance bonus, equity and benefits.18

We ~~further~~may ~~anticipate~~encounter ~~that~~substantial ~~after~~competition ~~the~~in ~~consummation~~our ofbusiness and ~~an acquisition,~~ our ~~Board~~failure ofto ~~Directors~~compete ~~will~~effectively ~~form~~may aadversely ~~compensation~~affect ~~committee~~our ~~having~~ability asto ~~part~~generate ~~of its responsibilities, the development of salary ranges, potential bonus payouts, equity awards and benefit plans~~revenue.

~~Compensation~~The ~~Committee~~bimetallic ~~Interlocks~~industry is becoming increasingly competitive in China. The principal elements of competition in the bimetallic industry are, in our opinion, pricing, payment terms, product availability and ~~Insider~~quality. ~~Participation~~Our major competitors with substantially greater resources than us may be better able to successfully endure downturns in our industrial sector. In periods of reduced demand for our products, we can either choose to maintain market share by reducing our selling prices to meet the competition or maintain selling prices, which may sacrifice market share. Sales and overall profitability would be reduced under either scenario. In addition, we cannot assure you that additional competitors will not enter our markets, or that we will be able to compete successfully against existing or new competition.

~~Our~~We ~~Board~~may ~~of Directors does~~ not ~~have~~be aable ~~compensation~~to ~~committee~~effectively control and ~~the~~manage ~~entire Board of Directors performs the functions of a compensation committee~~our growth.

NoIf ~~member~~our ofbusiness ~~our~~and ~~Board~~markets ofcontinue ~~Directors~~to ~~has~~grow aand ~~relationship~~develop ~~that~~as we ~~would~~expect, ~~constitute~~it will be necessary for us to finance and manage expansion in an ~~interlocking~~orderly ~~relationship~~fashion. We may face challenges in managing expanding product offerings and in integrating acquired businesses with our ~~executive~~own. ~~officers~~Such oreventualities ~~directors~~will increase demands on our existing management and facilities. Failure to manage this growth and expansion could interrupt or ~~another~~adversely ~~entity~~affect our operations, cause production backlogs, longer product development time frames and administrative inefficiencies.

~~Compensation~~Quarterly ~~Committee~~operating ~~Report~~results may fluctuate due to factors beyond our control, including customer demand and raw materials pricing.

Our ~~Board~~quarterly results of ~~Directors~~operations ~~does~~may ~~not~~fluctuate ~~have~~as a ~~compensation~~result of ~~committee~~a number of factors, including fluctuation in the demand for our products and changes in the ~~entire~~price ~~board~~of copper, which directly affects the prices of ~~directors~~our ~~performs~~products and may influence demand. Quarter-to-quarter comparisons of results of operations have been and will be impacted by the ~~functions~~volume of asuch ~~compensation~~orders ~~committee~~and shipments. In addition, our operating results each quarter could be adversely affected by the following factors, among others, such as variations in the mix of product sales, price changes in response to competitive factors, increases in raw material costs and other significant costs, increases in utility costs (particularly electricity), various types of insurance coverage and interruptions in plant operations. Some uses of our products are subject to seasonality factors which can affect our quarter to quarter results as well.

~~Our~~Fluctuating ~~Board~~copper ofprices ~~Directors~~impact ~~has reviewed and discussed the discussion and analysis of~~ our ~~compensation~~business ~~which appears above with management,~~ and, ~~based on such review and discussion, the board of directors determined that the above disclosure be included in this Annual Report on Form 10-K~~operating results.

18The copper industry is highly volatile and cyclical in nature. Copper prices, which have increased over the past several years followed by more recent sharp declines, have varied significantly and may vary significantly in the future. This affects our business both positively and negatively. Since our products are a substitute for pure copper wire, higher copper prices increase demand for our products, while lower copper prices can decrease demand. Numerous factors influence copper price. These factors include general economic conditions, industry capacity utilization, import duties and other trade restrictions. We cannot predict copper prices in the future or the effect of fluctuations in the costs of copper on our future operating results. We mitigate the impact of changing raw material prices by attempting to pass changes in prices to our customers by adjusting prices at least monthly to reflect changes in raw material prices, as is customary in the industry. We may not be able to adjust our product prices rapidly enough in the short-term to recover the costs of increases in raw materials. Our future profitability may be adversely affected to the extent we are unable to pass on higher raw material costs to our customers.

~~The members of our Board of Directors are:~~19

~~David~~Shortages ~~Richardson~~or disruptions in the availability of raw materials could have a material adverse effect on our business.

~~Joseph~~Aluminum ~~Rozelle~~rods and copper strips, our principal raw materials, collectively accounted for approximately 80% of our costs of goods sold during the fiscal year ended December 31, 2011. We expect that raw materials will continue to account for a significant portion of our cost of goods sold in the future. The prices of raw materials fluctuate because of general economic conditions, global supply and demand and other factors causing monthly variations in the costs of our raw materials purchases. The macro-economic factors, together with labor and other business interruptions experienced by certain suppliers, have contributed to periodic shortages in the supply of raw materials, and such shortages may increase in the future. If we are unable to procure adequate supplies of raw material to meet our future production needs and customer demand, shortages could result in a material loss of customers and revenues and adversely impact our results of operations. In addition, supply shortages or disruptions or the loss of suppliers may cause us to procure our raw materials from less cost effective sources and may have a material adverse effect on our business, revenues and results of operations.

~~ITEM~~We 12depend on a few suppliers for a significant portion of our principal raw materials and we do not have any long-term supply contracts with our raw materials suppliers. ~~SECURITY~~Interruptions of ~~OWNERSHIP~~production OFat ~~CERTAIN~~our ~~BENEFICIAL~~key ~~OWNERS~~suppliers ~~AND~~may ~~MANAGEMENT~~affect ~~AND~~our ~~RELATED~~results ~~STOCKHOLDER~~of ~~MATTERS~~operations and financial performance.

~~Security~~We ~~ownership~~rely on a limited number of ~~certain~~suppliers ~~beneficial~~for ~~owners~~most of the raw materials we use. During the fiscal year ended December 31, 2011, purchases from our four largest suppliers of metal raw materials represented approximately 48% of our total raw material purchases. Interruptions or shortages of supplies from our key suppliers of raw materials could disrupt production or impact our ability to increase production and sales. We do not have long-term or volume purchase agreements with most of our suppliers and we may have limited options in the short-term for alternative supply if these suppliers fail for any reason, including their business failure or financial difficulties, to continue the supply of materials or components. Moreover, identifying and accessing alternative sources may increase our costs. Interruptions at our key suppliers could negatively impact our results of operations, financial performance and the price of our common stock.

~~The~~Due ~~following~~to ~~table~~increased ~~sets~~volatility ~~forth, as~~ of ~~June~~raw ~~30,~~material ~~2010~~prices, the timing ~~number~~lag ofbetween ~~Ordinary~~the ~~Shares~~raw ~~owned~~material ofpurchase ~~record~~ and ~~beneficially~~product bypricing ~~our~~can ~~executive~~negatively ~~officers,~~impact ~~directors and persons who hold 5% or more of~~ our ~~outstanding Ordinary Shares~~profitability.

Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class
David Richardson*	78,125	7.8%
Joseph Rozelle*	0
Nautilus Global Partners, LLC 700 Gemini, Suite 100 Houston, TX 77058	781,250	78.3%
Mid-Ocean Consulting Limited Bayside House Bayside Executive Park West Bay Street & Blake Road Nassau, Bahamas	78,125	7.8%
All Officers and Directors as a group (2 individuals)	78,125	7.8%

Volatility in the prices of raw materials, among other factors, may adversely impact our ability to accurately forecast demand and may have a material adverse impact on our results of operations. For example, our manufacturing activities are determined, and raw materials purchases scheduled, upon forecasted demand while sales prices are determined at the time of order placement, subject to adjustment at fulfillment. The lag between the point when raw materials are acquired in advance and the point when products are actually priced may impact us both positively and negatively, resulting in increased or reduced profitability. In addition, we routinely maintain a certain level of finished goods inventories to meet near term expected demand. Pricing for the sale of these inventories is generally based on current raw material prices. Rapid declines in the price of raw materials may result in our inventories being carried at costs in excess of net realizable value and may have an adverse effect on our results of operations and the price of our common stock.

*We ~~The~~rely ~~address~~on ofshort-term ~~Messrs.~~financing ~~Richardson~~from ~~and~~banks ~~Rozelle~~for isour ~~c/o Nautilus Global Business Partners, 700 Gemini, Suite 100, Houston, Texas 77058~~daily operation.

~~(1)~~We ~~Includes~~rely 78on short-term borrowings to fund our financing needs. If we fail to achieve timely rollover,~~125~~ ~~shares~~extension ~~held~~or byrefinancing ~~Mid~~of our short-~~Ocean~~term ~~Consulting~~debt, ~~Limited~~we may be unable to meet our obligations in connection with debt service, accounts payable and/or other liabilities when they become due and payable. Mr In China, short-term bank loans generally mature in one year or less and contain no specific renewal terms. ~~Richardson~~However, it is ~~the~~customary ~~owner~~practice for banks and ~~the~~borrowers ~~President~~to ~~and~~negotiate ~~CEO~~roll-overs or renewals of ~~Mid~~short-~~Ocean~~term ~~Consulting~~borrowings ~~Limited~~on ~~and~~an ~~has~~on-going ~~voting~~basis ~~and~~shortly ~~investment~~before ~~control~~they ~~over~~mature. ~~such~~Although we ~~shares~~have renewed our short-term borrowings in the past, we cannot assure you that we will be able to renew these loans in the future as they mature. If we are unable to obtain renewals of these loans or sufficient alternative funding on reasonable terms from banks or other parties, we will have to repay these borrowings with the cash on our balance sheet or cash generated by our future operations, if any. We cannot assure you that our business will generate sufficient cash flow from operations to repay these borrowings. In addition, we may be exposed to changes in interest rates. If interest rates increase substantially, our results of operations could be adversely affected.

~~(2) Does not include 781,250 shares held by Nautilus Global Partners. Mr. Rozelle is the President of Nautilus Global Partners but does not have voting or investment control over such shares.~~20

~~(3) Christopher~~Substantial ~~Efird~~defaults ~~owns~~by ~~60%~~our ofcustomers ~~the~~on ~~ownership~~accounts ~~interests~~receivable could ofhave ~~Nautilus~~a ~~and~~material ~~Benchmark~~adverse ~~Equity~~affect ~~Group~~on ~~owns~~our ~~10%~~liquidity of the ownership interests of Nautilus. Mr. Frank DeLape is the 100% owner of Benchmark. In addition, Mr. DeLape controls entities that collectively own 10% of the ownership interests of Nautilus. Mr. Stephen Taylor owns 20% of the ownership interests of Nautilus. Based upon their ownership interests in Nautilus, each of Efird, Benchmark, DeLape and ~~Taylor~~results ~~may be deemed to be the indirect beneficial owners~~ of ~~the ordinary shares~~operations. ~~Each of Efird, Benchmark, DeLape and Taylor disclaims beneficial ownership of such ordinary shares held by Nautilus, except to the extent of their respective pecuniary interests therein.~~

19A substantial portion of our working capital consists of accounts receivable from customers. If customers responsible for a significant amount of accounts receivable were to become insolvent or otherwise unable to pay for our products, or unable to make payments in a timely manner, our liquidity and results of operations could be materially adversely affected. An economic or industry downturn could materially adversely affect the servicing of these accounts receivable, which could result in longer payment cycles, increased collections costs and defaults in excess of management’s expectations. A significant deterioration in our ability to collect on accounts receivable could affect our cash flow and working capital position and could also impact the cost or availability of financing available to us.

~~ITEM~~We ~~13.~~face ~~CERTAIN~~manufacturing ~~RELATIONSHIPS~~challenges ~~AND~~due ~~RELATED~~to ~~TRANSACTIONS,~~difficulties ~~AND~~in forecasting ~~DIRECTOR~~customer ~~INDEPENDENCE~~demand.

OnThe ~~September~~volume ~~27,~~and ~~2006,~~timing weof ~~issued~~sales anto ~~aggregate~~our customers may vary due to: variation in demand for our customers’ products; our customers’ attempts to manage their inventory; design changes; changes in our customers’ manufacturing strategy; and acquisitions of ~~859~~or consolidations among customers. Due in part to these factors,~~375~~ many of our ~~ordinary~~customers ~~shares~~do not commit to long-term production schedules. Our inability to forecast the ~~individuals~~level of customer orders with certainty makes it difficult to schedule production and ~~entities~~maximize ~~set~~utilization ~~forth~~of ~~below~~manufacturing ~~for~~capacity. ~~$110~~Customers inmay cancel ~~cash~~their orders, atchange aproduction ~~purchase~~quantities ~~price~~or delay production for a number of $0reasons and such actions could negatively impact our operating results.~~000128~~ ~~per~~In ~~share~~addition, aswe ~~follows:~~make significant operating decisions based on our estimates of customer requirements. The short-term nature of our customers’ commitments and the possibility of rapid changes in demand for their products reduce our ability to accurately estimate the future requirements of those customers.

Name	Number of Shares	Relationship to Us
Nautilus Global Partners, LLC 700 Gemini, Suite 100 Houston, TX 77058	781,250	Joseph Rozelle, our President and Chief Financial Officer is the President of Nautilus Global Partners, LLC.
Mid-Ocean Consulting Limited Bayside House Bayside Executive Park West Bay Street & Blake Road Nassau, Bahamas	78,125	David Richardson, one of our directors is the owner, president and CEO of Mid-Ocean Consulting.

If we fail to accurately project market demand for our products, our business expansion plan could be jeopardized and our financial condition and results of operations will suffer.

~~Our~~We ~~Board~~plan to increase our annual manufacturing capacity by building facilities for the production of ~~Directors~~CCA ~~does~~electricity ~~not~~and ~~have~~power ~~any~~cables ~~policies~~and orCCA ~~procedures~~boards, ~~that~~to itmeet ~~follows~~an expected increase in ~~connection~~demand tofor ~~transactions~~our products itin ~~undertakes~~the ~~with~~Asia ~~related~~Pacific ~~parties~~region. ~~The~~Our ~~determination~~decision to increase our manufacturing capacity was based primarily on our projected increases in our sales volume and growth in the size of ~~any~~the ~~policies~~bimetallic ormarket ~~procedures~~in ~~will~~China. beIf ~~made~~actual ~~after~~customer orders are less than our projected market demand, we ~~consummate~~may asuffer ~~business~~overcapacity ~~combination~~problems and may have to leave capacity idle, which can reduce our overall profitability and hurt our financial condition and results of operations.

~~Director~~We ~~Independence~~face risks associated with future investments or acquisitions.

~~Our~~An ~~Board~~element of ~~Directors~~our ~~does~~growth ~~not~~strategy ~~believe~~is to invest in or acquire businesses that ~~any~~will ofenable ~~the~~us, ~~directors~~among ~~qualify~~other asthings, ~~independent~~to ~~under~~expand our manufacturing capacity and the ~~rules~~products ofwe ~~any~~offer. ofHowever, ~~the~~we may ~~national~~be ~~securities~~unable ~~exchanges~~to identify suitable investment or acquisition candidates or may be unable to make these investments or acquisitions on commercially reasonable terms, if at all.

~~ITEM 14~~If we complete an investment or acquisition, we may not realize the anticipated benefits from the transaction. ~~PRINCIPAL~~Integrating ~~ACCOUNTING~~an ~~FEES~~acquired ~~AND~~business ~~SERVICES~~is distracting and time consuming, as well as a potentially expensive process. The successful integration of any acquired businesses requires us to:

~~The~~· ~~following~~integrate ~~table~~and ~~presents~~retain ~~aggregate~~key ~~fees for professional audit services rendered by PMB Helin Donovan~~management, ~~LLP (“PMB”)~~sales, ~~for~~research ~~the~~and ~~audits of the Company’s annual financial statements for the fiscal year ended June 30~~development, ~~2010~~production and ~~2009, and fees billed for~~ other ~~services rendered by PMB.~~personnel;

	2010		2009
Audit Fee (1)	$	1,030	$	1,626
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

incorporate the acquired products or capabilities into our offerings from an engineering, sales and marketing perspective;

(1) Audit fees represent the aggregate fees billed for professional services rendered by PMB for the audit of our annual financial statements, review of financial statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.21

~~Pre-Approval~~· ofcoordinate ~~Services~~research and development efforts;

We· dointegrate ~~not~~and ~~have~~support anpre-existing ~~audit committee. As a result~~supplier, ~~our~~distribution ~~board of directors performs the duties of an audit committee. Our board of directors evaluates~~ and ~~approves~~customer inrelationships; ~~advance the scope~~ and ~~cost of the engagement of an auditor before the auditor renders the audit and non-audit services. We do not rely on pre-approval policies and procedures.~~

20· consolidate duplicate facilities and functions and combine back office accounting, order processing and support functions.

~~ITEM~~Geographic 15distance between business operations, the compatibility of the technologies and operations being integrated and the disparate corporate cultures being combined also present significant challenges. ~~EXHIBITS~~ Acquired businesses are likely to have different standards, ~~FINANCIAL~~controls, ~~STATEMENT~~contracts, ~~SCHEDULES~~procedures and policies, making it more difficult to implement and harmonize company-wide financial, accounting, billing, information and other systems. Our focus on integrating operations may also distract attention from our day-to-day business and may disrupt key research and development, marketing or sales efforts. If we cannot overcome these challenges, we may not realize actual benefits from future acquisitions, which will impair our overall business results.

~~(a)~~Our ~~Financial~~inability ~~Statements:~~or failure to protect our intellectual property rights may significantly and materially impact our business, financial condition and results of operations.

~~The~~Protection ~~list~~of our proprietary processes, methods and other technology is important to our business. We generally rely on a combination of ~~financial~~the ~~statements~~patent, ~~filed~~trade secret, trademark and copyright laws of the PRC, as ~~part~~well as licenses and nondisclosure and confidentiality agreements, to protect our intellectual property rights. The patent, trademark, copyright and trade secret laws of ~~this~~some ~~annual~~countries, ~~report~~though, isincluding ~~provided~~the onPRC, ~~page~~may ~~F-1~~not protect our intellectual property rights to the same extent as the laws of the U.S.

~~(b) Exhibits:~~Failure to protect our intellectual property rights may result in the loss of valuable proprietary technologies. Additionally, some of our technologies are not covered by any patent or patent application and, even if a patent application has been filed, it may not result in an issued patent. If patents are issued to us, those patents may not provide meaningful protection against competitors or against competitive technologies. In addition, upon the expiration of patents issued to us, we will be unable to prevent our competitors from using or introducing products using the formerly-patented technology. As a result, we may be faced with increased competition and our results of operations may be adversely affected. We cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable.

~~Exhibit~~We also rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. While we generally enter into confidentiality/non-disclosure agreements with our employees and third parties to protect our intellectual property, we cannot assure you that our confidentiality/non-disclosure agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise.

~~Number Description~~Our intellectual property rights may be challenged or infringed upon by third parties or we may be unable to maintain, renew or enter into new license agreements that are important to our business with third-party owners of intellectual property on reasonable terms. We could also face patent infringement claims from our competitors or others alleging that our processes or products infringe on their proprietary technologies. If we are found to be infringing on the proprietary technology of others, we may be liable for damages, and we may be required to change our processes, to redesign our products partially or completely, to pay to use the technology of others or to stop using certain technologies or producing the infringing product(s) entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject of infringement suits. We may not prevail in any intellectual property litigation and such litigation may result in significant legal costs or otherwise impede our ability to produce and distribute key products.

~~3.1 Memorandum and Articles of Association (1)~~22

~~31.1~~Potential ~~Certification~~environmental ofliability ~~Principal~~could ~~Executive~~have ~~Officer and Principal Financial Officer pursuant to Rule 13a-14(~~a) ormaterial adverse ~~15d-14(a)~~effect ofon ~~the~~our ~~Securities~~operations and ~~Exchange~~financial ~~Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~condition.

32As a manufacturer, we are subject to various Chinese environmental laws and regulations on air emission, waste water discharge, solid wastes and noise.1 ~~Certification~~Although ofwe ~~Principal~~believe ~~Executive~~that ~~Officer~~our operations are in substantial compliance with current environmental laws and ~~Principal~~regulations, ~~Financial~~we ~~Officer~~may ~~pursuant~~not be able to 18comply Uwith these regulations at all times as the Chinese environmental legal regime is evolving and becoming more stringent.~~S.C.~~ ~~Section~~Therefore, ~~1350~~if the Chinese government imposes more stringent regulations in the future, aswe ~~adopted~~will ~~pursuant~~have to ~~Section~~incur ~~906~~additional and potentially substantial costs and expenses in order to comply with new regulations, which may negatively affect our results of ~~the~~operations. ~~Sarbanes-Oxley~~If ~~Act~~we fail to comply with any of the ~~2002~~present or future environmental regulations in any material aspects, we may suffer from negative publicity and may be required to pay substantial fines, suspend or even cease operations.

~~_____________________~~Our internal procedures require regular monitoring of our processes to assure that we do not violate environmental standards. Failure to comply with applicable environmental laws and regulations may materially and adversely affect our business, financial condition and results of operations.

~~(1) Previously~~We ~~Filed~~do not presently maintain product liability insurance in the PRC, and our property and equipment insurance does not cover the full value of our property and equipment, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.

~~SIGNATURES~~We currently do not carry any product liability or other similar insurance in China. We cannot assure you that we would not face liability in the event of the failure of any of our products. This is particularly true given our plan to significantly expand our sales into international markets, like the United States, where product liability claims are more prevalent. We do not have other insurance such as business liability or disruption insurance coverage for our operations in the PRC. In the event of a significant product liability claim or other uninsured event, our financial results and the price of our common stock may be adversely affected.

~~Pursuant~~We todo ~~the~~not ~~requirements~~maintain ofa ~~Section~~reserve 13fund orfor ~~15(d)~~warranty ofor ~~the~~defective products ~~Securities~~claims. ~~Exchange~~Our ~~Act~~costs ofcould ~~1934,~~substantially ~~the~~increase ~~registrant~~if ~~has~~we ~~duly~~experience ~~caused~~a ~~this~~significant ~~report~~number toof bewarranty ~~signed on its behalf by the undersigned, thereunto duly authorized~~claims.

Date: October 12, 2010	SUMMIT GROWTH CORPORATION
	By: /s/ Joseph Rozelle
	Name: Joseph Rozelle
	Title: President, Chief Financial Officer and Director

Our product warranties against technical defects of our copper-clad products wires vary, depending on our purchase orders with customers. The warranties require us to replace defective components and pay for the losses customers incur from defective products or a certain percentage of the purchase price as liquidated damages for our failure to meet the specified product specifications and packaging requirements in the purchase orders. We have not established any reserve funds for potential warranty claims since historically we have experienced few warranty claims for our products so that the costs associated with our warranty claims have been low. If we experience an increase in warranty claims or if our repair and replacement costs associated with warranty claims increase significantly, it would have a material adverse effect on our financial condition and results of operations.

~~Pursuant~~We tocould ~~the~~suffer ~~requirements~~significant ofbusiness ~~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~~interruptions.

Date: October 12, 2010	By: /s/ Joseph Rozelle
	Name: Joseph Rozelle
	Title: President, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Our operations and those of our suppliers may be vulnerable to interruption by natural disasters such as earthquakes, fires, explosions, acts of terrorism or war, or government imposed restriction or reduction on industrial manufacturing activities. If a business interruption occurs, our business could be materially and adversely affected.

Date: October 12, 2010	By: /s/ David Richardson
	Name: David Richardson
	Title: Director

If we are unable to attract and retain senior management and qualified technical and sales personnel, our operations, financial condition and prospects will be materially adversely affected.

21Our future success depends in part on the contributions of our management team and key technical and sales personnel and our ability to attract and retain qualified new personnel. In particular, our success depends on the continuing employment of our Chief Executive Officer, Mr. Zheng, our Chief Technology Officer, Mr. YK Wang, our Chief Operating Officer, Mr. Liu, and our Chief Financial Officer, Mr. Zhang. There is significant competition in our industry for qualified managerial, technical and sales personnel and we cannot ensure that we will be able to retain our key senior managerial, technical and sales personnel or that we will be able to attract, integrate and retain other such personnel that we may require in the future. If we are unable to attract and retain key personnel in the future, our business, operations, financial condition, results of operations and prospects could be materially adversely affected.

~~Summit Growth Corporation~~23

(AOur ~~Development~~commercial ~~Stage~~viability ~~Company)~~depends significantly on our ability to operate without infringing the patents and other proprietary intellectual rights of third parties.

~~Index~~In the event that our technologies infringe or violate the patent or other proprietary intellectual rights of third parties, we may be prevented from pursuing product development, manufacturing or commercialization of our products that utilize such technologies. There may be patents or other intellectual property rights held by others of which we are unaware that contain claims that our products or operations infringe. In addition, given the complexities and uncertainties of China’s intellectual property laws, there may be patents or other intellectual property rights of which we know that we may ultimately be held to ~~Financial~~infringe, ~~Statements~~particularly if the claims are determined to be broader than we believe them to be. As a result, avoiding intellectual property infringement may be difficult.

	PAGE
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2010 and 2009	F-3
Statements of Operations for the years ended June 30, 2010 and 2009 and the cumulative period from inception through June 30, 2010	F-4
Statements of Shareholders’ Deficit for the years ended June 30, 2010 and 2009 and the cumulative period from inception through June 30, 2010	F-5
Statements of Cash Flows for the years ended June 30, 2010 and 2009 and the cumulative period from inception through June 30, 2010	F-6
Notes to Financial Statements	F-7

If a third party claims that we infringe its patents or other intellectual property rights, any of the following may occur:

~~F-1~~· we may become liable for substantial damages for past infringement if a court decides that our technologies infringe upon a competitor’s intellectual property rights;

~~Report~~· ofa ~~Independent~~court ~~Registered~~may ~~Public~~prohibit ~~Accounting~~us ~~Firm~~from selling or licensing our product without a license from the intellectual property holder, which may not be available on commercially acceptable terms or at all, or which may require us to pay substantial royalties or grant cross-licenses to our intellectual property; and

~~The~~· ~~Board~~we may have to redesign our product so that it does not infringe upon the intellectual property rights of ~~Directors~~others, ~~and~~which ~~Shareholders~~may not be possible or could require substantial funds or time.

~~Summit~~In ~~Growth~~addition, ~~Corporation:~~employees, consultants, contractors and others may use the trade secret information of others in their work for us or disclose our trade secret information to others. Either of these events could lead to disputes over the ownership of inventions derived from that information or expose us to potential damages or other penalties. If any of these events occurs, our business will suffer and the market price of our securities will likely decline.

We ~~have~~will ~~audited~~incur ~~the~~costs ~~accompanying~~as ~~balance~~a ~~sheets~~result of ~~Summit~~being ~~Growth Corporation (the Company) (~~a ~~development~~public ~~stage~~ company~~) as of June 30~~, ~~2010~~ and ~~2009, and~~ the ~~related~~requirements ~~statements~~ of ~~operations,~~being ~~shareholders’~~a ~~deficit,~~public ~~and~~company ~~cash~~may ~~flows~~divert ~~for the years ended June 30, 2010 and 2009, and the cumulative period from inception (September 27, 2006) through June 30, 2010. These financial statements are the responsibility of the Company~~management’s ~~management.~~attention ~~Our~~from ~~responsibility~~our isbusiness toand ~~express~~adversely anaffect ~~opinion on these~~ our financial ~~statements based on our audits~~results.

WeAs ~~conducted~~a ~~our~~public ~~audits~~company, inwe ~~accordance~~will ~~with~~be ~~the~~subject ~~standards~~to a number of requirements, including the ~~Public~~reporting ~~Company~~requirements ~~Accounting~~of ~~Oversight~~the ~~Board~~Exchange ~~(United~~Act, ~~States).~~Sarbanes-Oxley ~~Those~~and ~~standards~~eventually ~~require~~the ~~that~~listing westandards ~~plan~~of ~~and~~Nasdaq. ~~perform~~These requirements ~~the~~will ~~audits~~cause us to ~~obtain~~incur ~~reasonable~~costs ~~assurance~~and ~~about~~might ~~whether~~place ~~the~~a ~~financial~~strain ~~statements~~on ~~are~~our ~~free~~systems ofand ~~material misstatement~~resources. The ~~Company~~Exchange isAct ~~not~~requires, ~~required~~among other ~~to have~~things, ~~nor~~that ~~were~~ we ~~engaged~~file ~~to perform~~annual, anquarterly ~~audit~~and ofcurrent ~~its~~reports ~~internal~~with ~~control~~respect ~~over~~to ~~financial~~our ~~reporting. Our~~business ~~audit~~and ~~included~~financial ~~consideration~~condition. ofSarbanes-Oxley requires, ~~internal~~among ~~control~~other ~~over~~things, ~~financial~~that ~~reporting~~we asmaintain aeffective ~~basis~~disclosure ~~for~~controls ~~designing~~and ~~audit~~ procedures ~~that~~and ~~are~~internal ~~appropriate~~control inover ~~the~~financial reporting. ~~circumstances,~~In ~~but~~order ~~not~~to ~~for~~maintain and improve the ~~purpose~~effectiveness of ~~expressing~~our andisclosure ~~opinion~~controls onand ~~the~~procedures ~~effectiveness~~and ~~of the Company’s~~ internal control over financial reporting~~. Accordingly~~, wesignificant ~~express~~resources noand ~~such~~management ~~opinion. An~~oversight ~~audit~~will ~~also~~be ~~includes~~required. ~~examining,~~As on a ~~test basis~~result, ~~evidence~~our ~~supporting~~management’s ~~the~~attention might ~~amounts~~be ~~and~~diverted ~~disclosures~~from inother ~~the~~business ~~financial~~concerns, ~~statements.~~which Ancould ~~audit~~have ~~also~~a ~~includes~~material ~~assessing~~adverse ~~the~~effect ~~accounting~~on ~~principles~~our ~~used~~business, ~~and~~results ~~significant~~of ~~estimates~~operations and ~~made~~financial bycondition. ~~management~~Furthermore, aswe ~~well~~might asnot ~~evaluating~~be ~~the~~able ~~overall~~to ~~financial~~retain ~~statement presentation. We believe that~~ our ~~audits~~independent ~~provide~~directors aor ~~reasonable~~attract ~~basis~~new independent directors for our ~~opinion~~committees.

InCurrently, our ~~opinion,~~books ~~the~~and ~~financial~~records ~~statements~~are ~~referred~~maintained toin ~~above~~the ~~present~~PRC under ~~fairly,~~methods that are not in ~~all~~conformity ~~material~~with ~~respects,~~generally accepted accounting principles recognized in the ~~financial~~United ~~position~~States (“US ofGAAP”). ~~Summit~~Our ~~Growth~~accounting ~~Corporation~~personnel ashave oflimited ~~June~~experience ~~30,~~in ~~2010~~maintaining books and ~~2009,~~records and preparing ~~the~~financial ~~results~~statements ofin ~~its~~US ~~operations~~GAAP. This ~~and~~may ~~its~~effect ~~cash~~our ~~flows~~ability ~~for~~to ~~the~~timely ~~years~~file ~~ended~~our ~~June~~financial ~~30,~~statements and ~~2010~~to establish and ~~2009,~~maintain internal controls as required by Sarbanes-Oxley and the ~~cumulative~~SEC. ~~period~~Until ~~from~~we ~~inception~~obtain ~~(September~~such 27expertise, ~~2006)~~we rely ~~through~~on ~~June~~the ~~30,~~assistance ~~2010,~~of inoutside ~~conformity~~advisors with ~~generally~~expertise ~~accepted~~in US GAAP accounting ~~principles~~to inassist ~~the~~us ~~United~~in ~~States~~our preparation of ~~America~~US GAAP financial statements and our compliance with SEC reporting obligations.

The accumulated deficit during the development stage for the period from date of inception (September 27, 2006) through June 30, 2010 is $18,475. PMB Helin Donovan, LLP /s/ PMB Helin Donovan, LLP October 12, 2010 Houston, TX24

~~F-2~~If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our business and adversely impact the trading price of our securities.

~~Summit~~We ~~Growth~~are ~~Corporation~~required to establish and maintain internal controls over financial reporting, disclosure controls, and to comply with other requirements of Sarbanes-Oxley and the rules promulgated by the SEC thereunder. Our management, including our Chief Executive Officer, cannot guarantee that our internal controls and disclosure controls will prevent all possible errors or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

(AWe ~~Development~~will ~~Stage~~not ~~Company)~~be able to complete an acquisition of a prospective acquisition target in the PRC unless their financial statements are able to be reconciled to US GAAP in a timely manner.

~~Balance~~Companies ~~Sheets~~based in the PRC may not have properly kept financial books and records that may be reconciled with US GAAP. If we attempt to acquire a significant PRC target company and/or its assets, we would be required to obtain or prepare financial statements of the target that are prepared in accordance with and reconciled to US GAAP. Federal securities laws provide that a business combination meeting certain financial significance tests require the public acquirer to prepare and file historical and/or pro forma financial statement disclosure with the SEC. These financial statements must be prepared in accordance with, or be reconciled to US GAAP, and must be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. If a proposed acquisition target does not have financial statements that have been prepared in accordance with, or that can be reconciled to, US GAAP and audited in accordance with the standards of the PCAOB, we will not be able to acquire that proposed acquisition target. These financial statement requirements may limit the pool of potential acquisition targets with which we may acquire and hinder our ability to expand our operations.

	June 30,			June 30,
	2010			2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,426		$	1,426
Total assets	$	1,426		$	1,426
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Payable to affiliate	$	12,044		$	8,815
Accounts payable		1,132			1,154
Total current liabilities		13,176			9,969
SHAREHOLDERS’ DEFICIT
Preference shares, $0.000128 par value, 781,250 shares authorized, -0- and -0- issued and outstanding as of June 30, 2010 and June 30, 2009, respectively		--			--
Ordinary shares, $.000128 par value; 39,062,500 shares authorized;
998,275 shares issued and outstanding as of June 30, 2010 and June 30, 2009		128			128
Additional paid in capital		6,597			6,597
Deficit accumulated during development stage		(18,475	)		(15,268	)
Total shareholders’ deficit		(11,750	)		(8,543	)
Total liabilities and shareholders’ deficit	$	1,426		$	1,426

We are a holding company that depends on cash flow from our subsidiaries to meet our obligations.

~~The~~After ~~accompanying~~the ~~notes~~share ~~are~~exchange, anwe ~~integral~~became ~~part~~a holding company with no material assets other than the stock of ~~these~~our ~~financial~~subsidiaries. ~~statements~~Accordingly, all our operations will be conducted by our direct and indirect subsidiaries. We currently expect that the earnings and cash flow of our subsidiaries will primarily be retained and used by us in its operations.

~~F-3~~25

~~Summit~~All ~~Growth~~of ~~Corporation~~Victor Score’s and its subsidiaries’ liabilities survived the share exchange and there may be undisclosed liabilities that could have a negative impact on our financial condition.

(ABefore ~~Development~~the ~~Stage~~share exchange, certain due diligence activities on the Company, Victor Score and its subsidiaries were performed. The due diligence process may not have revealed all liabilities (actual or contingent) of the Company, Victor Score or its subsidiaries that existed or which may arise in the future relating to the Company's activities before the consummation of the share exchange. Any liabilities remaining from the Company's pre-closing activities could harm our financial condition and results of operations.

~~Statements~~Because Victor Score has become public by means of ~~Operations~~a share exchange, we may not be able to attract the attention of major brokerage firms.

	Year Ended June 30, 2010			Year Ended June 30, 2009			Cumulative During Development Stage (September 27, 2006 to June 30, 2010)
Revenues	$	--		$	--		$	--
Expenses
Formation, general and administrative expenses		3,207			2,919			18,475
Total operating expenses		3,207			2,919			18,475
Operating loss		(3,207	)		(2,919	)		(18,475	)
Income tax expense (benefit)		--			--			--
Net loss	$	(3,207	)	$	(2,919	)	$	(18,475	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.02	)
Weighted average ordinary shares outstanding – basic and diluted		998,275			932,440		$	915,724

There may be risks associated with Victor Score’s becoming public through the share exchange. Securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our securities. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on our behalf.

~~The~~Risks ~~accompanying~~Related ~~notes~~to ~~are~~Doing anBusiness ~~integral~~in ~~part of these financial statements.~~China

~~F-4~~Recent Chinese regulations relating to the establishment of offshore special purpose companies by Chinese residents and registration requirements for employee stock ownership plans or share option plans may subject our Chinese resident shareholders to personal liability and limit our ability to acquire companies in China or to inject capital into our subsidiaries in China, limit our Chinese subsidiaries' ability to distribute profits to us, or otherwise materially and adversely affect us.

~~Summit~~The ~~Growth~~Chinese ~~Corporation~~State Administration of Foreign Exchange ("SAFE") issued a public notice in October 2005 - “Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Round-trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies,” or SAFE Circular No. 75 - requiring Chinese residents, including both legal persons and natural persons, to register with the competent local SAFE branch before establishing or controlling any company outside of China established for the purpose of acquiring any assets of or equity interest in companies in China and raising funds from overseas (referred to as an “offshore special purpose company”). In addition, any Chinese resident that is a shareholder of an offshore special purpose company is required to amend his or her SAFE registration with the local SAFE branch in the event of any increase or decrease of capital, transfer of shares, merger, division, equity investment or creation of any security interest over any assets located in China with respect to that offshore special purpose company. To further clarify the implementation of Circular 75, the SAFE issued Circular 106 - “Notice of the General Affairs Department of the State Administration of Foreign Exchange on Printing and Distributing the Implementing Rules for the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Round-trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies.”

(ASAFE ~~Development~~has ~~Stage~~promulgated several regulations, including SAFE Circular No. 75 and, SAFE Circular No. 106. These regulations require PRC residents and PRC corporate entities to register with local branches of SAFE in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are PRC residents by virtue of their establishment or their maintaining a controlling interest in our company, and may apply to any offshore acquisitions that we make in the future. Based on our recent inquiry with our local branch of SAFE, any application to such local SAFE branch with respect to the registration of Mr. Chuan-Tao Zheng, our Chairman, President and Chief Executive Officer, and members of senior management of our company, all of whom are PRC residents and shareholders of the Company) as a result of the share exchange, under SAFE Circular 75 and related rules will not be officially accepted or examined because they became shareholders of the Company as a result of the share exchange. However, we cannot conclude that SAFE or its local branch responsible for our PRC subsidiary’s foreign exchange registrations will not later alter their position on and interpretation of the applicability of these foreign exchange regulations to our PRC resident shareholders. In the event that the registration procedures set forth in these foreign exchange regulations becomes applicable to our PRC resident shareholders, we will urge these individuals to file necessary registrations and amendments as required under SAFE Circular 75 and related rules. However, we cannot assure you that all of these individuals can successfully file or update any applicable registration or obtain the necessary approval required by these foreign exchange regulations. The failure or inability of such individuals to comply with the registration procedures set forth in these regulations may subject us to fines or legal sanctions, restrictions on our cross-border investment activities or our PRC subsidiary’s ability to distribute dividends to, or obtain foreign-exchange-dominated loans from, our company, or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

~~Statements of Shareholders’ Deficit~~26

~~For~~As these foreign exchange regulations are still relatively new and their interpretation and implementation has been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the ~~period~~relevant ~~from~~government ~~September~~authorities. We 27cannot predict how these regulations will affect our business operations or future strategy. In addition, ~~2006~~if ~~(Date~~we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of ~~Inception)~~such tocompany, ~~June~~as 30the case may be, ~~2010~~will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

	Preference Shares			Ordinary Shares			Additional Paid-In		Deficit Accumulated During Development
	Shares	Amount		Shares	Amount		Capital		Stage		Totals
Founder shares issued at inception at September 27, 2006	--	$	--	859,375	$	110	$	--	$	--	$	110
Net loss	--		--	--		--		--		(8,376)		(8,376)
Balance as of June 30, 2007	--		--	859,375		110		--		(8,376)		(8,266)
Net loss	--		--	--		--		--		(3,973)		(3,973)
Balance as of June 30, 2008	--		--	859,375		110		--		(12,349)		(12,239)
Sale of Ordinary shares	--		--	138,900		18		6,597		--		6,615
Net loss	--		--	--		--		--		(2,919)		(2,919)
Balance as of June 30, 2009	--		--	998,275		128		6,597		(15,268)		(8,543)
Net loss	--		--	--		--		--		(3,207)		(3,207)
Balance as of June 30, 2010	--	$	--	998,275	$	128	$	6,597	$	(18,475)	$	(11,750)

In December 2006, the PBOC promulgated the “Administrative Measures of Foreign Exchange Matters for Individuals,” which set forth the respective requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under either a current account or a capital account. In January 2007, SAFE issued implementing rules for the Administrative Measures of Foreign Exchange Matters for Individuals, which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen's participation in the employee share ownership plans or share option plans of an overseas publicly listed company. In March 2007, SAFE promulgated the “Application Procedures of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rules.”

~~The~~Under ~~accompanying~~these ~~notes~~rules, PRC citizens who participate in an employee share ownership plan or a share option plan in an overseas publicly listed company are required to register with SAFE and complete certain other procedures. For participants of an ~~integral~~employee ~~part~~share ownership plan, an overseas custodian bank should be retained by the PRC agent, which could be the PRC subsidiary of ~~these~~such overseas publicly listed company, to hold on trusteeship all overseas assets held by such participants under the employee share ownership plan. In the case of a share option plan, the PRC agent is required to retain a financial ~~statements~~institution with stock brokerage qualification at the place where the overseas publicly listed company is listed or a qualified institution designated by the overseas publicly listed company to handle matters in connection with the exercise or sale of share options for the share option plan participants. For participants who had already participated in an employee share ownership plan or share option plan before the date of the Stock Option Rules, the Stock Option Rules require their PRC employers or PRC agents to complete the relevant formalities within three months of the date of this rule. We and our PRC citizen employees who participate in an employee share ownership plan or a share option plan will be subject to these regulations when our company becomes a publicly listed company in the US. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and other legal or administrative sanctions. At this time, the Company does not have an employee share ownership plan or share option plan that is impacted by these rules. However, in the future, the Company may deem it advantageous to adopt one or more such plans and will need to explore the impact of these PRC rules on such action.

~~F-5~~Chinese regulation of loans and direct investment by offshore holding companies to Chinese entities may delay or prevent us from making loans or additional capital contributions to our operating subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

~~Summit Growth Corporation~~27

(AWe ~~Development~~may ~~Stage~~make ~~Company)~~loans to our operating subsidiaries, or we may make additional capital contributions to our operating subsidiaries. Any loans to our operating subsidiaries are subject to Chinese regulations. For example, loans by us to one of our operating subsidiaries to finance its activities cannot exceed statutory limits and must be registered with the SAFE.

~~Statements~~We may also decide to finance our operating subsidiaries by means of ~~Cash~~capital ~~Flows~~contributions. These capital contributions must be approved by the Ministry of Commerce or its local counterpart. We cannot assure you that we will be able to obtain these government approvals on a timely basis, or if at all, with respect to future capital contributions by us to our operating subsidiaries. If we fail to receive such approvals, our ability to capitalize our Chinese operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

	Year Ended June 30, 2010			Year Ended June 30, 2009			Cumulative During Development Stage (September 27, 2006 to June 30, 2010)
Cash flows from operating activities
Net loss	$	(3,207	)	$	(2,919	)	$	(18,475	)
Adjustments to reconcile net loss to cash used in operating activities:
Shares issued to Founder for payment of formation costs		--			--			110
Changes in operating assets and liabilities
Payable to affiliate		3,229			(2,671	)		12,044
Accounts payable		(22	)		401			1,132
Net cash used in operating activities		--			(5,189	)		(5,189	)
Cash flows from investing activities
Net cash provided by investing activities		--			--			--
Cash flows from financing activities
Proceeds from issuance of ordinary shares		--			6,615			6,615
Net cash provided by financing activities		--			6,615			6,615
Net increase in cash		--			1,426			1,426
Cash at beginning of the period		--			--			--
Cash at end of the period	$	1,426		$	1,426		$	1,426
Supplemental disclosures of cash flow information:
Interest paid	$	--		$	--		$	--
Income taxes paid	$	--		$	--		$	--

We are an offshore holding company conducting our operations in China through our PRC subsidiary and consolidated affiliated entities. We may make loans or additional capital contributions to our PRC subsidiary or consolidated affiliated entities.

~~The~~Any ~~accompanying~~loans ~~notes~~by us to our PRC subsidiary or consolidated affiliated entities, which are antreated ~~integral~~as ~~part~~foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to Dalian Xinding to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of ~~these~~the ~~financial~~State ~~statements~~Administration of Foreign Exchange, or SAFE. We may also decide to finance Dalian Xinding by means of capital contributions. These capital contributions must be approved by the PRC Ministry of Commerce or its local counterpart. Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are not likely to make such loans to our PRC subsidiary or consolidated affiliated entities, which are PRC domestic companies.

FOn August 29, 2008, SAFE promulgated the “Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-6Invested Enterprises,” or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into RMB by restricting how the converted RMB may be used. SAFE Circular 142 provides that the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of a foreign-invested company. The use of such RMB capital may not be altered without SAFE approval, and such RMB capital may not in any case be used to repay RMB loans if the proceeds of such loans have not been used. Violations of Circular 142 could result in severe monetary or other penalties.

~~Summit~~In ~~Growth~~light ~~Corporation~~of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, including Circular 142, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or consolidated affiliated entities or with respect to future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we expect to receive from this offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

(A ~~Development~~return ~~Stage~~to ~~Company)~~profit repatriation controls may limit the ability to expand business and reduce the attractiveness of investing in Chinese business opportunities.

~~NOTES~~ PRC TOlaw ~~CONDENSED~~allows ~~FINANCIAL~~enterprises ~~STATEMENTS~~owned by foreign investors to remit their profits, dividends and bonuses earned in the PRC to other countries, and the remittance does not require prior approval by SAFE. SAFE regulations required extensive documentation and reporting, some of which was burdensome and slowed payments. If there is a return to payment restrictions and reporting, the ability of a Chinese company to attract investors will be reduced. Also, current investors may not be able to obtain the profits of the business in which they own for other reasons. Relevant PRC law and regulation permit payment of dividends only from retained earnings, if any, determined in accordance with PRC accounting standards and regulations. It is possible that the PRC tax authorities may require changes in the income of the company that may limit its ability to pay dividends and other distributions to shareholders. PRC law requires companies to set aside a portion of net income to fund certain reserves, which amounts are not to distributable as dividends. These rules and possible changes could restrict TOFA and Tongda from repatriating funds to us, and ultimately, the shareholders as dividends.

~~June 30, 2010~~28

~~NOTE~~The 1economy -of ~~Organization,~~China ~~Business~~has been experiencing unprecedented growth and ~~Operations~~this has resulted in some inflation.

OnIf ~~September~~the ~~27,~~Chinese ~~2006~~government tries to control inflation by traditional means of monetary policy or returns to planned economic techniques, ~~Summit~~our ~~Growth~~business ~~Corporation~~will (suffer a reduction in sales growth and expansion opportunities. The rapid growth of the ~~"Company")~~Chinese ~~was~~economy ~~formed~~has resulted in ~~the~~higher ~~Cayman~~levels ~~Islands~~of ~~with~~inflation. If the ~~objective~~government tries to ~~acquire~~control inflation, orit ~~merge~~may ~~with,~~have an ~~operating~~adverse effect on the business climate and growth of private enterprise in the PRC. ~~The~~An ~~Company’s~~economic ~~formation~~slow down will have an adverse effect on our sales and ~~administrative~~may increase costs. ofOn $2the other hand,~~592~~ ~~were~~if ~~financed~~inflation ~~through~~is ~~the~~allowed ~~issuance~~to ofproceed ~~859~~unchecked,~~375~~ our ~~shares~~costs ofwould ~~ordinary~~likely ~~shares~~increase, atand ~~par~~there ~~value~~can ofbe ~~$0.000128~~no ~~per~~assurance ~~share~~that ~~for~~it ~~consideration~~would ofbe ~~$110~~able ~~together~~to ~~with~~increase aits ~~payable~~prices to an extent that would offset the ~~Founders~~increase ofin ~~$2,482~~its expenses.

AtFluctuation ~~June~~in ~~30, 2010,~~ the ~~Company~~value ~~had~~of ~~not~~the ~~yet~~Chinese ~~commenced~~Yuan ~~operations. All activity from September 27, 2006~~ Renminbi (“~~Date of Inception~~RMB”) ~~through~~may ~~June~~reduce ~~30, 2010 relates to~~ the ~~Company’s~~value ~~formation.~~of ~~The~~your ~~Company selected June 30 as its fiscal year-end~~investment.

The ~~Company,~~change ~~based~~in onvalue ~~its~~of ~~proposed~~the ~~business~~RMB ~~activities~~against the U.S. Dollar (“USD” or “US$”), Euro and other currencies is aaffected ~~"blank~~by, ~~check"~~among ~~company.~~other ~~The~~things, ~~Securities~~changes ~~and~~in ~~Exchange~~China’s ~~Commission~~political ~~defines~~and ~~such~~economic conditions. aOn ~~company~~July as21, “a2005, ~~development~~the ~~stage~~PRC ~~company”~~government aschanged itits ~~either~~decade-old ~~has~~policy noof ~~specific~~pegging ~~business~~the ~~plan~~value orof ~~purpose,~~the orRMB ~~has~~to ~~indicated~~the ~~that~~USD. ~~its~~Under the ~~business~~current ~~plan~~policy, the RMB is permitted to ~~engage~~fluctuate inwithin a ~~merger~~narrow orand ~~acquisition~~managed ~~with~~band anagainst ~~unidentified~~a ~~company~~basket orof ~~companies,~~certain orforeign ~~other~~currencies. This ~~entity~~change orin ~~person;~~policy ~~and~~ has ~~issued~~resulted ~~‘penny~~in ~~stock,’~~a asgreater ~~defined~~fluctuation inrange ~~Rule~~between ~~3a51-1~~RMB ~~under~~and the ~~Securities~~USD. ~~Exchange~~There ~~Act~~remains ofsignificant ~~1934.~~international pressure ~~Many~~on ~~states~~China ~~have~~to ~~enacted~~adopt ~~statutes,~~a ~~rules~~more flexible and ~~regulations~~more ~~limiting~~market-oriented ~~the~~currency ~~sale~~policy ofthat ~~securities~~allows ofa ~~"blank~~greater ~~check"~~fluctuation ~~companies~~ in ~~their~~the ~~respective~~exchange rate ~~jurisdictions~~between the RMB and the USD. ~~Management~~Accordingly, ~~does~~we ~~not~~expect ~~intend~~that tothere ~~undertake~~will ~~any~~be ~~efforts~~increasing tofluctuations ~~cause~~in athe ~~market~~RMB toexchange ~~develop~~rate against the USD in ~~its~~the ~~securities,~~near ~~either~~future. ~~debt~~Any orsignificant ~~equity,~~revaluation ~~until~~of the ~~Company~~RMB ~~concludes~~may have a ~~business~~material ~~combination~~adverse ~~with~~effect anon ~~operating~~the ~~entity~~value of, and any dividends paid on, our securities in USD terms.

~~The~~We ~~Company~~are ~~was~~subject ~~organized~~ to ~~acquire~~international aeconomic ~~target company or business seeking the perceived advantages of being a publicly-held company~~ and, topolitical risks aover ~~lesser~~which ~~extent,~~we ~~that~~have ~~desires~~little toor ~~employ~~no ~~the~~control ~~Company’s funds in its business. The Company’s principal business objective for the next 12 months~~ and ~~beyond~~may ~~will~~ be unable to ~~achieve~~alter ~~long-term~~our ~~growth potential through a~~ business ~~combination~~practice ~~rather~~in ~~than~~time ~~short-term earnings. The Company will not restrict its potential candidate target companies~~ to ~~any~~avoid ~~specific business, industry or geographical location. The analysis of new business opportunities will be undertaken by or under~~ the ~~supervision~~ possibility of ~~the~~reduced ~~officers and directors of the Company~~revenues.

~~NOTE~~Our 2business -is ~~Summary~~conducted in China. Doing business outside the United States, particularly in China, subjects us to various risks, including changing economic and political conditions, major work stoppages, exchange controls, currency fluctuations, armed conflicts and unexpected changes in United States and foreign laws relating to tariffs, trade restrictions, transportation regulations, foreign investments and taxation. We have no control over most of ~~Significant~~these ~~Accounting~~risks ~~Policies~~and may be unable to anticipate changes in international economic and political conditions and, therefore, unable to alter our business practice in time to avoid the possibility of reduced revenues.

~~Basis~~China's ofeconomic ~~Presentation~~policies could affect our business.

~~These~~Substantially ~~financial~~all ~~statements~~of ~~are~~our ~~presented~~assets onare ~~the~~located ~~accrual~~in ~~basis~~China and all of ~~accounting~~our inrevenue ~~accordance~~is ~~with~~derived ~~generally~~from ~~accepted~~our ~~accounting~~operations ~~principles~~ in ~~the~~China. ~~United State of America~~Accordingly, ~~whereby~~our ~~revenues~~results ~~are~~of ~~recognized~~operations ~~in the period earned~~ and ~~expenses~~prospects ~~when~~are ~~incurred.~~subject, ~~The~~to ~~Company~~a significant ~~also~~extent, ~~follows~~to the ~~accounting~~economic, ~~guidelines~~political ~~for accounting for~~ and ~~reporting~~legal indevelopments ~~Development Stage Enterprise~~ in ~~preparing its financial statements~~China.

~~Statement of Cash Flows~~29

~~For~~While ~~purposes~~China's economy has experienced significant growth in the past twenty years, such growth has been uneven, both geographically and among various sectors of the ~~statement~~economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of ~~cash~~resources. ~~flows~~Some of these measures benefit the overall economy of China, webut ~~consider~~they ~~all~~may ~~highly~~also ~~liquid~~have a negative effect on us. For example, operating results and financial condition may be adversely affected by government control over capital investments (ior changes in tax regulations.e The economy of China has been changing from a planned economy to a more market-oriented economy. In recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets, and ~~investments~~the ~~which~~establishment of corporate governance in business enterprises; however, ~~when~~a ~~purchased~~substantial portion of productive assets in China are still owned by the Chinese government. In addition, ~~have~~the ~~original~~Chinese ~~maturities~~government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over China's economic growth through the allocation of ~~three~~resources, ~~months~~the orcontrol ~~less)~~of payment of foreign currency-denominated obligations, the setting of monetary policy and the provision of preferential treatment to beparticular ~~cash~~industries ~~equivalents~~or companies.

~~Use~~We ofmay ~~Estimates~~have difficulty establishing adequate management, legal and financial controls in China.

~~The~~Historically, ~~preparation~~China has not adopted a Western style of management and financial ~~statements~~reporting inconcepts ~~conformity~~and ~~with~~practices, ~~accounting~~as ~~principles~~well ~~generally~~modern ~~accepted~~banking, incomputer ~~the~~and ~~United~~other ~~States~~control ofsystems. ~~America~~We ~~requires~~may ~~management~~have todifficulty in ~~make~~hiring ~~estimates~~ and ~~assumptions~~retaining ~~that~~a ~~affect~~sufficient ~~the~~number ~~reported~~of ~~amounts~~qualified ofemployees ~~assets~~to ~~and~~work ~~liabilities~~in ~~and~~China. ~~disclosure~~As a result of ~~contingent~~these ~~assets~~factors, ~~and~~we ~~liabilities~~may atexperience difficulty ~~the~~in ~~date~~establishing ofmanagement, ~~the~~legal and financial ~~statements~~controls, collecting financial data and ~~reported~~preparing ~~amounts~~financial statements, books of ~~revenue~~account and ~~expenses~~corporate ~~during~~records ~~the~~and ~~reporting~~instituting ~~period.~~business ~~Actual~~practices ~~results~~that ~~could~~meet ~~differ~~Western ~~from those estimates~~standards.

~~F-7~~China could change its policies toward private enterprise or even nationalize or expropriate private enterprises.

~~NOTE~~Our 2business -is ~~Summary~~subject to significant political and economic uncertainties and may be affected by political, economic and social developments in China. Over the past several years, the Chinese government has pursued economic reform policies including the encouragement of ~~Significant~~private ~~Accounting~~economic ~~Policies~~activity ~~(Continued)~~and greater economic decentralization. The Chinese government may not continue to pursue these policies or may significantly alter them to our detriment from time to time with little, if any, prior notice.

~~Loss~~Changes ~~Per~~in ~~Ordinary~~policies, ~~Share~~laws and regulations or in their interpretation or the imposition of confiscatory taxation, restrictions on currency conversion, restrictions or prohibitions on dividend payments to shareholders, or devaluations of currency could cause a decline in the price of our securities. Nationalization or expropriation could even result in the total loss of an investment in our securities.

~~Basic~~The ~~loss~~nature ~~per ordinary share is based on the weighted effect of ordinary shares issued~~ and ~~outstanding,~~application and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ~~ordinary~~many ~~shares~~laws ~~used in the basic loss per share calculation plus the number~~ of ~~ordinary~~China ~~shares~~create an ~~that~~uncertain ~~would~~environment ~~be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share~~ for ~~years~~business inoperations ~~which~~and itthey ~~incurred~~could ~~net~~have ~~losses~~a asnegative ~~the~~ effect ison ~~antidilutive~~us.

AtThe ~~June~~legal 30system in China is a civil law system. Unlike the common law system, ~~2010~~the civil law system is based on written statutes in which decided legal cases have little value as precedents. In 1979, China began to promulgate a comprehensive system of laws and ~~2009~~has since introduced many laws and regulations to provide general guidance on economic and business practices in China and to regulate foreign investment. Progress has been made in the promulgation of laws and regulations dealing with economic matters such as corporate organization and governance, ~~there~~foreign ~~were~~investment, commerce, notaxation ~~potentially~~and ~~dilutive~~trade. ~~ordinary~~The ~~shares~~promulgation ~~outstanding~~of new laws, changes of existing laws and the abrogation of local regulations by national laws could cause a decline in the price of our securities. In addition, as these laws, regulations and legal requirements are relatively recent, their interpretation and enforcement involve significant uncertainty.

OnThe ~~March~~PRC 1,legal ~~2008,~~system ~~the~~has ~~Company~~inherent ~~consolidated~~uncertainties ~~the~~that ~~authorized~~could limit ~~ordinary share capital of~~ the ~~Company~~legal ~~from~~protections ~~50,000,000~~available ~~ordinary shares of $0.0001 par value each~~ to ~~39,062,500 ordinary shares of $0~~you.~~000128 par value each. This resulted in every shareholder as of March 1, 2008 receiving 0.78125 ordinary shares for every ordinary share previously held.~~ This was treated as a stock split for U.S. GAAP purposes, and all share and per share data is presented as if the consolidation took place as of the date of inception, September 27, 2006. On March 1, 2008, the Company also consolidated the authorized preference share capital of the Company from 1,000,000 preference shares of $0.0001 par value each to 781,250 preference shares of $0.000128 par value.

~~Income Taxes~~30

~~Summit~~Most ~~Growth~~of ~~Corporation~~our ~~was~~assets ~~registered~~and asall anof ~~Exempted~~our ~~Company~~operations are in the ~~Cayman~~PRC. The ~~Islands~~Chinese legal system is based on written statutes. Prior court decisions may be cited for reference but are not binding on subsequent cases and have limited precedential value. Since 1979, the Chinese legislative bodies have promulgated laws and ~~therefore~~regulations dealing with such economic matters as foreign investment, iscorporate ~~not~~organization ~~subject~~and togovernance, ~~Cayman~~commerce, ~~Island~~taxation ~~income~~and ~~taxes~~trade. However, ~~for~~because 20these ~~years~~laws ~~from~~and regulations are relatively new, and because of the ~~Date~~limited volume of ~~Inception~~published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. ~~While~~ The laws in the ~~Company~~PRC differ ~~has~~from nothe ~~intention~~laws ofin ~~conducting~~the ~~any~~United ~~business~~States ~~activities~~and may afford less protection to our shareholders. Unlike laws in the United States, the applicable laws of China do not specifically allow shareholders to sue the directors, supervisors, officers or other shareholders on behalf of the company to enforce a claim against these parties that the company has failed to enforce itself. Therefore, any action brought against the Company ~~would~~or its officers and directors or its assets may be ~~subject~~very difficult to ~~United~~pursue ~~States~~if ~~income~~not ~~taxes~~impossible. It ~~based~~is onunlikely ~~such~~that ~~activities~~any ~~that~~suit in the PRC would ~~occur~~be able to be based on theories common in the United States or based on United States securities laws.

~~The~~It Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be inextremely ~~effect~~difficult ~~when the differences are expected~~ to ~~reverse. In~~acquire ~~assessing~~jurisdiction and ~~the~~enforce ~~realization~~liabilities ofagainst ~~deferred~~our ~~tax assets~~officers, ~~management~~directors ~~considers~~and ~~whether it is likely that some portion or all of the deferred tax~~ assets ~~will be realized~~. ~~The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.~~

~~Fair~~We ~~Value~~are a Cayman Islands holding company, with subsidiaries domiciled in the British Virgin Islands and China. Our operating entities and substantially all of ~~Financial~~our ~~Instruments~~assets are located outside the United States. Additionally, all of our executive officers and our Chairman of the board of directors, are Chinese citizens living in China. As a result, it may be difficult, if not impossible, to acquire jurisdiction over either our business and its assets or our executive officers and directors in the event a lawsuit is initiated against us and/or our officers and directors by a shareholder or group of shareholders in the United States. Also, it may be extremely difficult or impossible for you to access our assets to enforce any judgments that may be rendered against us, our directors or executive offices by U.S. courts. Specifically, the courts in China may not permit the enforcement of judgments arising out of U.S. federal and state corporate, securities or similar laws. Accordingly, U.S. investors may not be able to enforce judgments against us for violation of U.S. securities laws.

~~Our~~Risks ~~financial~~Related ~~instruments consist of accounts payable and payables~~ to ~~an affiliate. We believe~~ the ~~fair~~VIE ~~value of our payables reflects their carrying amounts.~~Agreements

InThe ~~2007,~~PRC ~~the~~government ~~FASB~~may ~~issued~~determine ~~new~~that ~~guidance relating to~~ the ~~measurement~~VIE ~~and~~Agreements are ~~disclosure~~not ~~of financial assets and liabilities. This guidance established a framework for measuring fair value~~ in ~~GAAP~~compliance ~~and~~with ~~clarified~~applicable ~~the~~PRC ~~definition~~laws, ofrules ~~fair value within that framework. This guidance does not require assets~~ and ~~liabilities that were previously recorded at cost to be recorded at fair value or for assets and liabilities that are already required to be disclosed at fair value~~regulations, ~~This guidance introduced, or reiterated, a number of key concepts~~ which ~~form~~will ~~the~~adversely ~~foundation~~affect ofour ~~the fair value measurement approach to be used for financial reporting purposes~~business. The fair value of the Company’s financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). This guidance also established a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

~~Level~~Dalian ~~1—quoted~~Xinding ~~prices~~manages inand ~~active~~operates ~~markets~~our ~~for~~business ~~identical~~through ~~assets~~TOFA and Tongda pursuant to the rights it holds under the VIE Agreements. Almost all economic benefits and ~~liabilities~~risks arising from TOFA and Tongda’s operations are transferred to Dalian Xinding under these agreements. There are risks involved with the operation of our business in reliance on the VIE Agreements, including the risk that the VIE Agreements may be determined by PRC regulators or courts to be unenforceable.

~~Level~~Although ~~2—observable~~we ~~inputs~~believe ~~other~~our ~~than~~contractual ~~quoted~~relationships ~~prices~~through which we control TOFA and Tongda comply with current licensing, registration and regulatory requirements of the PRC, we cannot assure you that the PRC government would agree, or that new and burdensome regulations will not be adopted in ~~active~~the ~~markets~~future. ~~for~~If ~~identical~~the ~~assets~~PRC government determines that our structure or operating arrangements do not comply with applicable law, it could revoke our business and ~~liabilities~~operating licenses, require us to discontinue or restrict our operations, restrict our right to collect revenues, require us to restructure our operations, impose additional conditions or requirements with which we may not be able to comply, impose restrictions on our business operations or on our customers, or take other regulatory or enforcement actions against us that could be harmful to our business. Any of these actions could adversely affect our ability to manage, operate and gain the financial benefits of TOFA and Tongda, which would have a material adverse impact on our business, financial condition and results of operations.

~~F-8~~31

~~NOTE~~In 2addition, -the ~~Summary~~Ministry of ~~Significant~~Commerce, ~~Accounting~~or ~~Policies~~the ~~(Continued)~~MOFCOM, promulgated the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors in August 2011, or the MOFCOM Security Review Rules, to implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, or Circular No. 6. The MOFCOM Security Review Rules came into effect on September 1, 2011 and replaced the Interim Provisions of the Ministry of Commerce on Matters Relating to the Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by MOFCOM in March 2011. According to these circulars and rules, a security review is required for mergers and acquisitions by foreign investors having "national defense and security" concerns and mergers and acquisitions by which foreign investors may acquire the "de facto control" of domestic enterprises having "national security" concerns. In addition, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security review, the MOFCOM will look into the substance and actual impact of the transaction. The MOFCOM Security Review Rules further prohibit foreign investors from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions. There is no explicit provision or official interpretation stating that our business falls into the scope subject to the security review, and there is no requirement for foreign investors in those mergers and acquisitions transactions already completed prior to the promulgation of Circular No. 6 to submit such transactions to MOFCOM for security review. The enactment of the MOFCOM National Security Review Rules specifically prohibits circumvention of the rules through VIE arrangement in the area of foreign investment in business of national security concern. Although we believe that our business, judging from its scale, should not cause any concern for national security review at its current state, there is no assurance that MOFCOM would not apply the same concept of anti-circumvention in the future to foreign investment in prohibited areas through VIE structure, the same way that our investment in China was structured.

~~Level~~Recent ~~3—unobservable~~press ~~inputs~~reports concerning possible increased scrutiny by Chinese authorities of the VIE structure used by us and various other Chinese companies publicly-traded in the United States appear to have created concern among investors and caused the price of our common stock to drop, and such reports may have such an effect in the future.

~~The~~In ~~adoption~~or ofaround ~~this~~September ~~guidance~~2011, ~~did~~various ~~not~~prominent Western news outlets have anreported ~~effect~~that onthe PRC Ministry of Commerce and the ~~Company’s~~China ~~financial~~Securities ~~condition~~Regulatory Commission, among other Chinese regulatory authorities, may be considering increased scrutiny or ~~results~~enhanced regulation of ~~operations,~~Chinese ~~but~~companies ~~this~~that ~~guidance~~use ~~introduced~~VIE ~~new~~structures ~~disclosures~~as ~~about~~a ~~how~~means of complying with Chinese laws prohibiting or restricting foreign ownership of certain businesses in China, including businesses we are engaged in such as Internet information and content, online advertising, online game, sponsored search, and value-added telecommunication services. Some of such news reports have also sought to draw a connection between recent widely reported accounting issues at certain ~~assets~~Chinese companies and ~~liabilities~~the use of VIE structures. ~~Much~~Such news reports appear to have had the effect of causing significant drops in the ~~disclosure~~market prices of the shares of several Chinese companies, including us, that are publicly- traded in the United States. While we believe, even if any such Chinese regulatory authorities were to increase scrutiny of VIE structures or adopt regulations specifically governing their use, that the possibility is ~~focused~~remote that any such scrutiny would have a material adverse impact on us ~~the~~or ~~inputs~~cause ~~used~~us to ~~measure~~change ~~fair~~our ~~value~~existing operational structure in any materially adverse way, ~~particularly~~it is possible that there will be such increased scrutiny or enhanced regulation in ~~instances~~the ~~where~~future. In addition, while we are not aware of any causal connection between the recently ~~measurement~~reported ~~uses~~accounting ~~significant~~scandals ~~unobservable~~and ~~(Level~~the 3)use ~~inputs~~of VIE structures, it is possible that investors in our common stock will believe that such a connection exists. AsAny of ~~June~~such ~~30,~~circumstances ~~2010~~could lead to further loss of investor confidence in Chinese companies such as ours and ~~2009,~~cause fluctuations in the ~~Company~~market ~~did~~prices ~~not~~of ~~have~~our ~~financial~~common ~~assets~~stock orand, ~~liabilities~~if ~~that~~such ~~would~~prices ~~require~~were ~~measurement~~to ondrop asharply, ~~recurring~~could ~~basis~~subject us ~~based~~to onshareholder ~~this~~litigation, ~~guidance~~which could cause the price for our shares to drop further.

~~Recently~~Uncertainties ~~Issued~~in ~~Accounting~~the ~~Pronouncements~~PRC legal system may impede our ability to enforce the VIE agreements that we have entered into with TOFA and Tongda or any arbitral award thereunder and any inability to enforce these agreements could materially and adversely affect our business and operation.

InWhile ~~May~~disputes ~~2009,~~under the ~~FASB~~and ~~issued~~the ~~SFAS~~Loan ~~No. 165~~Agreements, ~~Subsequent~~the ~~Events~~Equity Interest ~~(ASC~~Pledge ~~855,~~Agreement ~~Subsequent~~and ~~Events)~~the ~~“ASC~~Equity ~~855”.~~Purchase ~~ACS~~Agreements ~~855~~with ~~establishes~~TOFA ~~general~~and ~~standards~~Tongda ofare ~~accounting~~subject ~~for~~to ~~and~~binding ~~disclosure~~arbitration ofbefore ~~events~~the Dalian ~~that~~Arbitration ~~occur~~Commission ~~after~~in ~~the~~accordance ~~balance~~with ~~sheet~~its ~~date~~then ~~but~~effective ~~before~~rules, ~~financial~~the ~~statements~~agreements are ~~issued~~governed orby ~~are~~PRC ~~available~~law toand an arbitration award may be ~~issued.~~challenged ~~Specifically,~~in ~~ASC~~accordance ~~855~~with ~~provides~~PRC (law. For example, a~~) the~~ ~~period~~claim ~~after~~that the ~~balance~~enforcement ~~sheet~~of ~~date~~an ~~during~~award ~~which~~in ~~management~~our offavor awill ~~reporting~~be detrimental ~~entity~~to ~~should~~the ~~evaluate~~public ~~events~~interest, or ~~transactions~~ that ~~may~~an ~~occur~~issue ~~for~~does ~~potential~~not ~~recognition~~fall orwithin ~~disclosure~~the inscope of the ~~financial~~arbitration ~~statements;~~would ~~(b) the~~require ~~circumstances~~us ~~under~~to ~~which~~engage in anadministrative ~~entity~~and ~~should~~judicial ~~recognize~~proceedings ~~events~~to ordefend ~~transactions~~an ~~occurring~~award. ~~after~~China’s ~~the~~legal ~~balance~~system ~~sheet~~is ~~date~~a incivil ~~its~~law ~~financial~~system ~~statements;~~based on written statutes and ~~(c) the~~unlike ~~disclosures~~common ~~that~~law ansystems, ~~entity~~it ~~should~~is ~~make~~a ~~about~~system ~~events~~in orwhich ~~transactions~~decided ~~that~~legal ~~occurred~~cases ~~after~~have ~~the~~little ~~balance~~value ~~sheet~~as ~~date~~precedent. ~~ASC~~As ~~855~~a isresult, China’s ~~effective~~administrative ~~for~~and ~~interim~~judicial orauthorities ~~annual~~have ~~financial~~significant ~~periods~~discretion ~~ending~~in ~~after~~interpreting ~~June 15,~~and ~~2009~~implementing statutory and contractual terms, and ~~shall~~it may be ~~applied~~more ~~prospectively.~~difficult ~~The~~to ~~Company~~evaluate ~~adopted~~the ~~ASC~~outcome ~~855~~of inadministrative ~~the~~and ~~second~~judicial ~~quarter~~proceedings and the level of ~~2009.~~legal ~~The~~protection ~~adoption~~available ~~did~~than ~~not~~in ~~materially~~more ~~impact~~developed ~~the~~legal ~~Company~~systems. We ~~considered~~These ~~all~~uncertainties ~~subsequent~~may ~~events~~impede ~~through~~our ~~October~~ability ~~12,~~to ~~2010~~enforce the terms of the Loan Agreements, the ~~date~~Equity Interest Pledge Agreement and the ~~financial~~Equity ~~statements~~Purchase ~~were~~Agreements ~~available~~and the other contracts that we may enter into with TOFA and Tongda. Any inability to beenforce ~~issued~~these agreements or an award thereunder could materially and adversely affect our business and operation.

In June 2009, FASB issued SFAS No.168, FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (ASC 105, Generally Accepted Accounting Principles) “ASC 105”, which states that the FASB Accounting Standards CodificationTM (Codification) will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The codification is effective for these third quarter financial statements and the principal impact is limited to disclosures as all future references to authoritative literature will be reference in accordance with the codification.32

InOur ~~August~~ability ~~2009,~~to ~~the~~manage ~~FASB~~and ~~issued~~operate ~~Accounting~~TOFA ~~Standards Update (“ASU”) No. 2009-05, Fair Value Measurements~~ and ~~Disclosures~~Tongda (Topic 820) – Measuring Liabilities at Fair Value. This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for under the ~~identical~~VIE ~~liability~~Agreements ismay not ~~available,~~be aas reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective ~~for~~as ~~the~~direct ~~first reporting period (including interim periods) beginning after issuance or fourth quarter 2009~~ownership. The implementation of the fair value guidance for nonfinancial assets and nonfinancial liabilities, effective October 1, 2009, did not have a material impact on our financial position and results of operations.

InWe ~~October~~conduct ~~2009,~~all of operations in the ~~FASB~~PRC ~~issued~~and ~~amendments~~generate tovirtually all of our revenues through the ~~accounting~~VIE ~~and~~Agreements. ~~disclosure~~Our plans for ~~revenue~~future ~~recognition.~~growth ~~These~~are ~~amendments~~based substantially on growing the operations of TOFA and Tongda. However, the VIE Agreements may not be as effective ~~for~~in ~~fiscal~~providing ~~years~~us ~~beginning~~with oncontrol orover ~~after~~TOFA ~~June~~and 15Tongda as direct ownership. Under the VIE Agreements, ~~2010~~as ~~(early~~a ~~adoption~~legal ismatter, ~~permitted)~~if TOFA and Tongda fails to perform its obligations under these contractual arrangements, ~~modify~~we ~~the~~may ~~criteria~~have ~~for~~to ~~recognizing~~(i) ~~revenue~~incur insubstantial ~~multiple~~costs ~~element~~and resources to enforce such arrangements, and ~~the~~(ii) ~~scope~~reply on oflegal ~~what~~remedies ~~constitutes~~under aPRC ~~non-software~~law, ~~deliverable.~~which ~~The~~we ~~Company~~cannot isbe ~~currently~~sure ~~assessing~~would ~~the~~be ~~impact~~effective. (Therefore, if ~~any)~~we are unable to effectively control TOFA and Tongda, it may have an adverse effect on ~~its~~our ~~financial~~ability ~~position~~to achieve our business objectives and ~~results~~grow ofour ~~operations~~revenues.

~~Other~~As ~~accounting~~the ~~standards~~VIE ~~that~~Agreements ~~have~~are ~~been~~governed ~~issued~~by orPRC ~~proposed~~law, bywe ~~the~~would be ~~FASB~~required orto ~~other~~rely ~~standards-setting~~on ~~bodies~~PRC ~~are~~law ~~not~~to ~~expected~~enforce toour ~~have~~rights aand ~~material~~remedies ~~impact~~under onthem; ~~the~~PRC ~~Company’s~~law ~~financial~~may ~~position,~~not ~~results~~provide ofus ~~operations~~with the same rights and remedies ~~cash~~as ~~flows~~are available in contractual disputes governed by the law of other jurisdictions.

FThe VIE Agreements are governed by PRC law and provide for the resolution of disputes through court proceedings pursuant to PRC law. If TOFA and Tongda or its shareholders fail to perform the obligations under the VIE Agreements, we would be required to resort to legal remedies available under PRC law, including seeking specific performance or injunctive relief, or claiming damages. We cannot be sure that such remedies would provide us with effective means of causing TOFA and Tongda to meet its obligations, or recovering any losses or damages as a result of non-9performance. Further, the legal environment in China is not as developed as in other jurisdictions. Uncertainties in the application of various laws, rules, regulations or policies in PRC legal system could limit our liability to enforce the VIE Agreements and protect our interests.

~~NOTE~~The 3VIE -Agreements ~~Liquidity~~may be subject to audit or challenge by PRC tax authorities. A finding that we owe additional taxes could substantially reduce our net earnings and ~~Capital~~the ~~Resources~~value of your investment.

~~The~~Under ~~Company~~PRC ~~has~~laws noand ~~revenues~~regulations, ~~for~~arrangements ~~the~~and ~~period~~transactions among ~~from~~affiliated ~~inception~~parties ~~(September~~may ~~27,~~be ~~2006)~~subject ~~through~~to ~~June~~audit ~~30,~~or ~~2010,~~challenge ~~and~~by ~~does~~the ~~not~~PRC ~~intend~~tax toauthorities. ~~realize~~We ~~revenues~~could ~~until~~face material and adverse tax and financial consequences if the ~~consummation~~PRC oftax aauthorities ~~merger~~determine ~~with~~that anthe ~~operating~~VIE ~~entity. The~~Agreements ~~Company~~do not represent arm’s-length ~~principal~~prices. As ~~business~~a ~~objective~~result ~~for~~of such a determination, the ~~next~~PRC 12tax ~~months~~authorities ~~and~~could ~~beyond~~adjust ~~will~~any beof tothe ~~achieve~~income ~~long-term~~in ~~growth~~the ~~potential~~form ~~through~~of a ~~business~~transfer ~~combination~~pricing ~~rather~~adjustment. A ~~than~~transfer ~~short-term~~pricing ~~earnings. There~~adjustment ~~can~~could, beamong noother ~~assurance~~things, ~~that~~result ~~the~~in ~~Company~~a ~~will~~reduction ~~ever~~of ~~consummate~~expense ~~the~~deductions ~~business~~for ~~combination;~~PRC ~~achieve~~tax orpurposes ~~sustain~~recorded by ~~profitability~~us or ~~positive~~TOFA ~~cash~~and ~~flows~~Tongda ~~from~~or ~~its~~an ~~operations~~increase in taxable income, ~~reduce~~all ~~expenses~~of orwhich ~~sell~~could ~~ordinary~~increase ~~shares~~our tax liabilities. To ~~date~~In addition, the ~~Company~~PRC tax ~~has~~authorities ~~funded~~may ~~its~~impose ~~formation~~late ~~activities~~payment ~~primarily~~fees ~~through~~and ~~issuances~~other ofpenalties ~~its~~on ~~ordinary~~us ~~shares~~or TOFA and aTongda ~~payable~~for tounder-paid ~~affiliate~~taxes.

~~NOTE~~Risks 4Related ~~- Payable~~ to ~~Affiliate~~the ~~and Accounts Payable~~Shares

~~The~~We ~~Company~~are ~~had~~ a ~~payable~~"foreign toprivate ~~affiliate~~issuer" ofunder ~~$12,044,~~U.S. securities laws and ~~$8,815~~as to a ~~Founder~~result ofare ~~the~~subject ~~Company~~to asdisclosure ofobligations ~~June~~different ~~30,~~from ~~2010~~requirements ~~and~~applicable ~~June~~to ~~30, 2009, respectively~~U. ~~The payable is non-interest bearing and payable on demand~~S. ~~The~~ ~~Company~~domestic ~~also had accounts payable related to the formation of the Company and general and administrative expenses of $1,132 and $1,154 as of June 30, 2010 and 2009, respectively~~issuers.

~~NOTE~~Although 5we -are ~~Ordinary~~subject ~~Shares~~to the periodic reporting requirement of the Exchange Act, the periodic disclosure required of foreign private issuers under the Exchange Act is different from periodic disclosure required of U.S. domestic issuers. Therefore, there may be less publicly available information about us than is regularly published by or about other public companies in the United States. We are exempt from certain other sections of the Exchange Act to which U.S. domestic issuers are subject, including the requirement to provide our shareholders with information statements or proxy statements that comply with the Exchange Act. In addition, insiders and large shareholders are not obligated to file reports under Section 16 of the Exchange Act, and certain corporate governance rules are inapplicable to us.

On September 27, 2006, the Company was formed with 859,375 shares of its restricted ordinary shares issued at par value of $0.000128 per share, for consideration of $110 to its founding shareholders. The stock, along with a payable issued to a Founder of $2,482, were the basis of the funding of the Company’s formation costs. On December 21, 2008, the Company sold 138,900 shares of its restricted ordinary shares for $6,615. The restricted ordinary shares were sold to approximately 450 offshore private investors pursuant to a Private Placement Offering in lots of 300 shares each at approximately $0.05 per share. No underwriting discounts or commissions were paid with respect to such sales.33

~~NOTE~~Because 6we -are ~~Preference~~a ~~Shares~~foreign private issuer, we are exempt from certain SEC requirements that provide shareholders the protection of information that must be made available to shareholders of U.S. public companies.

~~The~~Since ~~Company~~we isqualify ~~authorized~~as toa ~~issue~~foreign ~~781,250~~private ~~shares of preference shares with such designations~~issuer, ~~voting~~we ~~and~~are ~~other~~exempt from ~~rights~~certain ~~and~~provisions ~~preferences~~applicable ~~as may be determined from time~~ to ~~time by the Board of Directors~~U. AtS. ~~June~~public 30companies, ~~2010, there were no preference shares issued or outstanding.~~including:

~~NOTE~~· 7The rules requiring the filing with the SEC of quarterly reports on Form 10-Q ~~Commitments~~or ~~and~~Current ~~Contingencies~~Reports on Form 8-K;

~~The~~· ~~Company may become subject to various claims and litigation.~~ The ~~Company~~sections ~~vigorously~~of ~~defends~~the ~~its~~Exchange ~~legal~~Act ~~position~~regulating ~~when these matters arise. The Company is neither a party to, nor~~ the ~~subject~~solicitation of proxies, ~~any~~consents ~~material~~or ~~pending~~authorizations ~~legal~~with ~~proceeding~~respect ~~nor~~ to ~~the~~a ~~knowledge~~security ofregistered ~~the~~under ~~Company, are any such legal proceedings threatened against~~ the ~~Company.~~Exchange Act;

~~NOTE~~· 8Provisions –of ~~Subsequent~~Regulation ~~Events~~FD aimed at preventing issuers from making selective disclosures of material information; and

· The ~~Company~~sections ~~considered~~of ~~all~~the ~~subsequent~~Exchange ~~events~~Act ~~through~~requiring ~~October~~insiders 12to file public reports of their ordinary share ownership and trading activities and establishing insider liability for profits realized from any “short swing” trading transactions (i.e., ~~2010~~a purchase and sale, ~~the~~or ~~date~~a sale and purchase, of the ~~financial~~issuer’s ~~statements~~equity ~~were~~securities ~~available~~within toless bethan ~~issued~~six months).

~~F-10~~We currently intend to continue to comply with the periodic reporting requirements of a domestic issuer; however, In the event that we decide to take advantage of the above exemptions, our shareholders will not be afforded the same protections or information generally available to investors holding shares in public companies organized in the U.S. We believe that we are presently a foreign private issuer within the meaning of the rules promulgated under the Exchange Act.

We may need additional capital to execute our business plan and fund operations and may not be able to obtain such capital on acceptable terms or at all.

Capital requirements are difficult to plan in our rapidly changing industry. We expect that we will need additional capital to fund our future growth. Our ability to obtain additional capital on acceptable terms or at all is subject to a variety of uncertainties, including:

investors' perceptions of, and demand for, companies in our industry;

investors' perceptions of, and demand for, companies operating in the PRC;

conditions of the United States and other capital markets in which we may seek to raise funds;

our future results of operations, financial condition and cash flows;

governmental regulation of foreign investment in companies in particular countries;

economic, political and other conditions in the United States, the PRC, and other countries; and

governmental policies relating to foreign currency borrowings.

We may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity financings. There is no assurance that we will be successful in locating a suitable financing transaction in a timely fashion or at all. In addition, there is no assurance that we will be successful in obtaining the capital we require by any other means. Future financings through equity investments are likely to be dilutive to our existing shareholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

If we cannot raise additional funds on favorable terms or at all, we may not be able to carry out all or parts of our strategy to maintain our growth and competitiveness or to fund our operations. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

The market price of our securities may be volatile, which could cause the value of your investment to decline or could subject us to securities class action litigation.

Many factors could cause the market price of our securities to rise and fall, including the following:

variations in our or our competitors’ actual or anticipated operating results;

variations in our or our competitors’ growth rates;

recruitment or departure of key personnel;

changes in the estimates of our operating performance or changes in recommendations by any securities analyst that follows our stock;

substantial sales of our securities; or

changes in accounting principles.

Market volatility, as well as general economic, market or potential conditions, could reduce the market price of our securities in spite of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation often has been brought against that company. Due to the potential volatility of our stock price, we therefore may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

Shares of our securities lack a trading market.

Since inception none of our securities have been quoted or listed for trading on the Over-The-Counter Bulletin Board maintained by the National Association of Securities Dealers, Inc. (“OTC Bulletin Board”) or on any national stock exchange. As a result, there is currently no liquid trading market for our securities. Although we intend to apply for quotation on the OTC Bulletin Board and anticipate that our ordinary shares will be quoted thereon, there can be no assurance if and when an active trading market in our securities will develop, or if such a market develops, that it will be sustained. In addition, there is a greater chance for market volatility for securities that are quoted on the OTC Bulletin Board as opposed to securities that trade on a national exchange. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of "bid" and "ask" quotations and generally lower trading volume. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the securities, or to obtain coverage for significant news events concerning us, and the securities would become substantially less attractive for margin loans, for investment by financial institutions, as consideration in future capital raising transactions or other purposes.

Future sales of shares of our securities by our shareholders could cause our stock price to decline.

We cannot predict the effect, if any, that market sales of shares of our securities or the availability of shares of securities for sale will have on the market price prevailing from time to time. If our shareholders sell substantial amounts of our securities in the public market upon the effectiveness of a registration statement, or upon the expiration of any holding period under Rule 144, such sales could create a circumstance commonly referred to as an "overhang" and in anticipation of which the market price of our securities could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. The shares of securities issued in the share exchange will be freely tradable upon the earlier of (i) effectiveness of a registration statement covering such shares; and (ii) the date on which such shares may be sold without registration pursuant to Rule 144 under the Securities Act and the sale of such shares could have a negative impact on the price of our securities.

We may issue additional shares of our capital stock or debt securities to raise capital or complete acquisitions, which would reduce the equity interest of our shareholders.

Although we have no commitments as of the date of this offering to issue our securities, we may issue a substantial number of additional shares of our securities, to complete a business combination or to raise capital. The issuance of additional shares of our securities:

may significantly reduce the equity interest of our existing shareholders; and

may adversely affect prevailing market prices for our securities.

We currently do not intend to pay dividends on our securities and, consequently, your only opportunity to achieve a return on your investment is if the price of our securities appreciates.

We do not expect to pay dividends on shares of our securities in the foreseeable future. In addition, because we are a holding company, our ability to pay cash dividends on shares of our securities may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries, which may be restricted by PRC law. Subject to these restrictions, the payment of cash dividends in the future, if any, will be at the discretion of our board of directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our board of directors. Consequently, your only opportunity to achieve a return on your investment in the Company will be if the market price of our securities appreciates. For more information, see “Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities — Dividend Policy.”

Item 1B. Unresolved Staff Comments.

As a smaller reporting company we are not required to respond to this item.

Item 2. Properties.

Facilities

TOFA’s production base, as well as our corporate headquarters, are located in the South Area, Lingang Industrial Area of Dalian Economic and Technology Development Zone, Dalian, Liaoning Province, China. TOFA’s production plant occupies a site area of 15,000 sq meters with gross floor area of 7,000 sq meters. TOFA has the right to use the land on which its factory is located from 2007 to 2056 pursuant to the terms of a Land Use Certificate issued to TOFA by the Chinese government. Additionally, TOFA has the right to use its production plant from 2002 to 2052 under the terms of a Property Certificate issued to TOFA by the Chinese government. As required by the respective certificates, TOFA paid the Chinese government an aggregate lump sum of $312,838 for the use of the land and the production plant, which is amortized over the term. TOFA is not required to pay any additional fees for the lease of this facility.

Tongda’s production plant is located at Youjia Village, Xinzhaizi Street, Ganjingzi District, Dalian, Liaoning Province, China and has a gross floor area of 2,500 sq meters standing on a site of 5,000 sq meters. Tongda currently leases this facility for the period from July 1, 2008 to June 30, 2013. The annual lease amount is $9,400.

Zhaodong TOFA is developing sales offices at 2nd West Versailles Apartment, No.1 Runhong, Zhengyang Street, Zhaodong City, Suihua City, Heilongjiang Province, China. Zhaodong TOFA currently leases this space for the period from November 2011 to October 2013. The annual lease amount is $775

Panjin TOFA’s production facility is located at New Materials Industrial Park, Yuanlin Village, Chenjia Town, Panshan County, Panjin City, Liaoning Province, China and has a gross floor area of 1,300 sq meters standing on a site of 35,334 sq meters. Panjin TOFA currently leases this space for the period from August 2011 to August 2014. The annual lease amount is $95,330.

Item 3. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5.

Market for Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities.

Market Information

Since inception none of our securities have been quoted on the OTC Bulletin Board maintained by FINRA or listed on any stock exchange. There is currently no liquid trading market for our securities. There are no outstanding securities, options or warrants that are convertible into shares of our ordinary stock. Additionally, as of the date hereof, none of our outstanding securities are eligible for resale pursuant to Rule 144 under the Securities Act and we are under no contractual obligation, nor have we agreed, to file a resale registration statement under the Securities Act with respect to any of our outstanding securities.

Holders

As of April 13, 2012, there were 27,780,000 shares of the registrant’s ordinary stock outstanding held by approximately 489 shareholders of record. Currently, there are no shares held in street name.

Dividend Policy

There are no restrictions in our Memorandum and Articles of Association that prevent us from declaring dividends. However, since inception we have not paid any cash dividends nor do we currently anticipate paying any cash dividends on our securities in the foreseeable future. Although we intend to retain our earnings, if any, to finance the development and growth of our business, our board of directors will have the discretion to declare and pay cash dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.

Substantially all of our revenues are generated by our VIEs, TOFA and Tongda. PRC regulations restrict the ability of these subsidiaries to make dividends and other payments to its offshore parent company. PRC law permits payments of dividends only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our VIEs are also required under PRC laws and regulations to allocate at least 10% of its annual after-tax profits determined in accordance with PRC law to a statutory general reserve fund until the amounts in the fund reaches 50% of our registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends. Any limitations on the ability of our operating subsidiaries to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, and otherwise fund and conduct our business.

Securities Authorized for Issuance under Equity Compensation Plans

As of the date hereof, we do not have any compensation plans under which its equity securities are authorized for issuance.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None

Item 6. Selected Financial Data.

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

COMPANY OVERVIEW

The Company was formed in the Cayman Islands as an exempted company on September 27, 2006. On March 15, 2011, the Company entered into and closed the Share Exchange Agreement with Victor Score, a privately held company formed under the laws of the British Virgin Islands. Pursuant to the Share Exchange Agreement, the Company acquired all of the issued and outstanding capital stock of Victor Score in exchange for 32,839,910 ordinary shares and 104,571.95 preference shares of the Company. Prior to our acquisition of Victor Score, we were in the development stage and had not yet commenced business operations. We had no interest in any property.

Victor Score was incorporated on May 13, 2010 as a British Virgin Islands business company. Victor Score is the parent company of Apex Wealth, a Hong Kong limited liability company incorporated on February 12, 2010. Apex Wealth is turn the parent of Dalian Xinding, a wholly-owned foreign enterprise incorporated in China on August 18, 2010. None of Victor Score, Apex Wealth or Dalian Xinding conducts any independent business operations. Dalian Xinding operates through a series of contractual arrangements with two VIEs - TOFA and Tongda, which are private limited companies incorporated and headquartered in Dalian, Liaoning Province, China. We conduct no operations and have no assets exclusive of our control of TOFA and Tongda. Through our contractual arrangements with TOFA and Tongda, we are engaged in the research, development, production and distribution of composite bimetallic materials, primarily CCA, and its manufacturing equipment. We are also involved in the research and development of related production technologies and provide consultancy services on such technologies to a number of entities, within and without China.

The VIE Agreements grant Dalian Xinding the power to direct the activities that most significantly impact the Company’s economic performance and right to economic returns in the following manner:

(a)

Pursuant to the terms of the Business Operation Agreement, Dalian Xinding effectively gained management control of TOFA and Tongda.

Without written consent of Dalian Xinding, neither TOFA nor Tongda can enter into or consummate a transaction that might significantly affect the assets, obligations, rights and operations of TOFA or Tongda.

Dalian Xinding is entitled to provide advice and guidance regarding hiring and firing employees, daily operations and financial management of TOFA and Tongda, and the management of TOFA and Tongda have agreed to accept such advice and guidance.

Dalian Xinding is entitled to recommend all candidates for directors and executive officers of TOFA and Tongda and TOFA and Tongda have agreed to appoint the candidates recommended by Dalian Xinding.

TOFA and Tongda have issued a letter of authorization that authorizes designated officers of Dalian Xinding to act as their proxies and exercise all rights of shareholders at any shareholders meetings of TOFA or Tongda pursuant to PRC law and the bylaws of TOFA and Tongda.

(b)

Pursuant to the terms of the Lease Agreement, TOFA and Tongda have leased all of the property, plant and equipment of TOFA and Tongda to Dalian Xinding and Dalian Xinding possesses the right to use all of such property, plant and equipment during the lease term.

The VIE Agreements each have an initial term of 10 years and may only be extended upon the written agreement of Dalian Xinding. We believe that the VIE Agreements provide us with substantial protection and control over the operations of the VIEs.

CRITICAL ACCOUNTING POLICIES

While our significant accounting policies are more fully described in Note 2 to our financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Consolidation of VIEs

Our consolidated financial statements include the financial statements of Dalian Xinding and TOFA and Tongda, two variable interest entities in which we are the primary beneficiary and Panjin TOFA and Zhaodong TOFA, the subsidiaries of TOFA. All significant inter-company transactions and balances have been eliminated on consolidation.

We have no direct or indirect legal or equity ownership interest in TOFA or Tongda. However, through the VIE Agreements between Dalian Xinding and the shareholders of TOFA and Tongda, the shareholders of TOFA and Tongda have assigned all their rights as shareholders, including voting rights and disposition rights of their equity interests in TOFA and Tongda to Dalian Xinding, our indirect, wholly-owned subsidiary.

In accordance with Accounting Standards Codification (“ASC”) 810-10-15-14, TOFA and Tongda are deemed variable interest entities for two reasons. First, the equity shareholders of TOFA and Tongda do not significantly enjoy the benefits of income or suffer the consequences of losses. Second, the equity shareholders of TOFA and Tongda do not possess the direct or indirect ability through voting or similar rights to make decisions regarding their activities that have a significant effect on the success of the two companies. Therefore, in accordance with ASC 810-10-25-38A, we are deemed to be the primary beneficiary of TOFA and Tongda and the financial statements of TOFA and Tongda are consolidated in our consolidated financial statements.

The Company's Consolidated VIEs—Balance Sheet Classification

The following table presents the carrying amounts and classifications of consolidated assets that are collateral for consolidated VIE obligations:

	December 31,
	2011		2010
Assets

Current assets
Cash	$	4,342,750	$	2,383,703
Restricted Cash		1,588,840		1,266,667
Accounts receivable		16,440,294		11,825,238
Inventories		12,114,595		5,580,175
Prepaid expenses and other current assets		4,414,947		5,521,916
Due from a related company owners and tax receivable		1,285,791		787,876
Other assets		9,693,607		9,028,504

Total assets of consolidated VIEs	$	49,880,824	$	36,394,079

The following table presents the carrying amounts and classification of the third-party liabilities of the consolidated VIEs:

	December 31,
	2011		2010
Current liabilities
Bank loans	$	8,918,440	$	7,945,543
Accounts payable		4,678,341		3,706,251
Other liabilities		961,782		1,533,241

Total liabilities of consolidated VIEs	$	14,558,563	$	13,185,035

The consolidated VIEs included in the table above represent the two separate entities and their subsidiaries. The creditors of consolidated VIEs have legal recourse only to the assets of the VIEs and do not have such recourse to the Company. In addition, the assets are generally restricted only to pay such liabilities. Thus, the Company's maximum legal exposure to loss related to consolidated VIEs is significantly less than the carrying value of the consolidated VIE assets due to outstanding third-party financing. Intercompany liabilities are excluded from the table.

Revenue Recognition

We generate revenue primarily from manufacturing and trading copper coated aluminum wire, equipment and related products and licensing copper coated aluminum wire technology.

Licensing technology represents the revenue from the leasing of several exclusive production technologies to independent third parties. The technologies are internally developed by Tongda’s research and development department. The production technologies related to the technical know-how in the production process have not been patented in accordance with the relevant laws and regulations of the PRC.

Revenue represents the invoiced value of goods sold and the rental income of certain production technologies to independent parties. Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred and the customer has taken ownership and assumed the risk of loss, or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectability is reasonably assured.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. We generally extend unsecured credit up to three months to our customers in the ordinary course of business and mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on management’s assessment of known requirements, such as aging of receivables, payment history, the customer's current creditworthiness, and the economic environment. When a specific account receivable balance is deemed uncollectible, a charge is taken to the statement of income. Recoveries of balances previously written off are reflected as income in the statement of income.

Inventories

Inventories - consisting of raw material, work-in-progress and finished goods of copper coated aluminum wire and related products - are stated at the lower of cost or net realizable value. Finished goods are comprised of direct materials, direct labor and a portion of overhead. Inventory costs are calculated using a weighted average method of accounting. Allowances are recorded for obsolete, slow-moving and damaged inventory and are deducted from the related inventory balances. No provision was made as of December 31, 2011 and 2010.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and any impairment. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value. The estimated useful life of the assets is as follows:

		Years
Buildings		10 – 20
Plant equipment		5 – 10
Office equipment		3 – 5
Motor vehicles		3 – 4

Research and Development Costs

Research and development costs are charged to expense as incurred. Research and development costs mainly consist of remuneration for the research and development staff and material costs for research and development. We incurred $298,966 and $171,621 for the years ended December 31, 2011 and 2010, respectively.

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 may differ from those estimates.

Foreign Currency Transaction

We maintain our books and accounting records in RMB, which is determined as the functional currency. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rates quoted by the People’s Bank of China (“PBOC”) prevailing at the date of the transactions. Monetary assets and liabilities denominated in currencies other than RMB are translated into RMB using the applicable exchange rates quoted by the PBOC at the balance sheet dates. Gain and losses resulting from foreign currency transactions are included in operations.

Our financial statements are translated into USD, which is our reporting currency. Assets and liabilities are translated at the prevailing exchange rate at each reporting period end. Contributed capital accounts are translated using the historical rate of exchange when capital is injected. Income and expense accounts are translated at the average rate of exchange during the reporting period. Translation adjustments resulting from translation of these financial statements are reflected as other comprehensive income in the statements of operations and accumulated other comprehensive income in the statements of changes in shareholders' equity. The translation rates are as follows:

	December 31,
	2011		2010
Year-end RMB:USD Exchange Rate		6.2939		6.6000
Average RMB:USD Exchange Rate		6.4475		6.7137

Recently Adopted Accounting Pronouncements

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

Overview

We believe that there are currently approximately 20 manufacturers that are of sufficient size, with production capacity, technological know-how, and R&D capability to effectively compete in China’s composite bimetallic materials production market and less than five, including TOFA, are considered major players who have the ability to produce the kind of composite bimetallic products that are in great demand and could yield higher margin, like the electricity and power cables on a larger scale, without the need to compete on price alone. Further, we believe that Tongda is unique in China, being the sole producer of intelligent composite bimetal materials manufacturing equipment in the country.

The composite bimetallic materials market is expected to grow at a very fast pace as new buildings and other infrastructure will have to be constructed every year with the continuous urbanization in China. Although there are no official statistics indicating how large this segment of the market is, management believes, based on its experience and internal market research, this may be worth billions of dollars in the coming ten to fifteen years.

We believe that our patented technology, both in the development of innovative manufacturing equipment and in the manufacturing process itself, knowledge of the markets and growing brand recognition, coupled with the expansion of business opportunities within China and internationally, as businesses look to contain cost while growing will positively impact our bottom line going forward.

Significant Factors Affecting Our Results of Operation

The most significant factors that may influence our operating results, both positively and negatively, include:

economic conditions in the PRC;

the market prices for copper and aluminum;

production capacity and utilization;

supply and costs of principal raw materials; and

product mix and implications on gross margins,

Economic conditions in the PRC

We operate our manufacturing facilities in the PRC and derive the majority of our revenues from sales to customers in the PRC. As such, economic conditions in the PRC will affect virtually all aspects of our operations, including the demand for our products, the availability and prices of our raw materials and our other expenses. According to McKinsey’s Business Strategy to Enter the Fast Moving Consumer Goods Market in China, dated January 10, 2008 and published by Baidu, Inc. at http://wenku.baidu.com/view/50a6f74c2b160b4e767fcffe.html, the Chinese economy has been the fastest growing economy (9.6% CAGR ) in the world for the past 15 years and, at the time of publication, was the 4th largest. We believe that this will lead to a much higher demand for CCA wires and in fact that the whole composite bimetallic materials industry shall be significantly boosted. We believe that economic conditions in the PRC will continue to improve and will positively affect our business and results of operations.

The market prices for copper, aluminum and steel

The price for TOFA’s composite bimetallic wire products is generally calculated by adding mark-up, which is essentially our gross profit, to the basic costs of raw materials (copper, aluminum and steel) and other production costs like direct labor and other manufacturing overhead. Therefore, lower raw material costs would result in lower prices for these products. As raw materials prices rise, our mark-up per ton represents a relatively lower percentage of our gross sales (which is generally based on tons processed) and therefore our gross profit margin as a percentage of sales is relatively lower; as copper prices decline, the reverse is true and we report relatively higher gross profit margins on a percentage basis.

We price our CCA power wire/cable products based on a certain discount to pure copper power wire/cables. Since the price of aluminum is much lower than that of copper, the raw material costs of our CCA power wire/cable is greatly lower than that of pure copper cables. So even if the selling price of CCA power wire/cable is discounted, there are still considerable mark-up for the product.

Production capacity and utilization

In order to capture the market opportunity for our products, we have expanded, and plan to continue to expand, our production capacity. Increased capacity has had, and could continue to have, a significant effect on our results of operations, by allowing us to produce and sell more products to generate higher revenues and net income.

Supply and costs of principal raw materials

Our ability to manage our operating costs depends significantly on our ability to secure affordable and reliable supplies of raw materials. We have at least two or three suppliers for our principal materials.

The price of our primary raw materials varies with reference to copper prices, and changes in copper price affect our cost of sales. However, we are able to price our bimetallic composite material products based on our material procurement costs plus a mark-up, which is essentially our gross profit. Therefore, despite the implications of copper price movement on our gross and net profit margin figures, our gross profit in absolute dollars, have not been materially affected by the change in copper prices.

Products mix and implications on gross margins

Our gross margin is also affected by our product mix. We produce and sell products according to customer orders. Our product mix consists of composite bimetallic wire products, intelligent bimetallic composite material production line, and CCA power wire/cables. Composite bimetallic wire products, with gross margin of 26% in 2011, used to contribute the majority of our gross profits. We launched our intelligent bimetallic composite material production line to the market in late 2009, and this product line had a gross profit margin of 43% in 2011. We introduced another new product in the second half of 2010, namely the CCA power wire/cables that had a gross margin of 33% in 2011. We believe such CCA power wires/cables, with higher gross margins, will become the major products in our product mix and a significant revenue and profits contributor in the future.

Principal Components of Our Income Statement

Sales

Our sales are derived from sales of our products net of value-added taxes. The most significant factors that affect our sales are shipment volume and average selling prices. Our collection practices vary from customer to customer, they consist of (i) cash payment on delivery for small orders and new customer and (ii) credit for 30 days to 90 days to our established regular customers who have long term cooperative relationship.

Cost of sales

Our cost of sales primarily consists of direct material costs, and direct labor costs and manufacturing overhead costs. Direct material costs generally accounted for the majority of our cost of sales.

Gross Profit

Our gross profit of composite bimetallic wire products is affected primarily by the cost of raw materials, which is defined with reference to the cost of copper and aluminum or steel. We are also able to price our composite bimetallic wire products based on the market price for materials plus mark-up, which is essentially our gross profit.

We price our CCA power wire/cable products based on the pure copper power wire/cables prices minus some percentage of discounts. Since the cost difference between copper and aluminum exists, the cost of CCA power wire/cable primarily consisting of copper and aluminum is greatly lower than the cost of pure copper cables. Even if the selling price of CCA power wire/cable is discounted, there are still considerable mark-up for the product.

Operating expenses

Our operating expenses consist of selling, general and administrative expenses including research and development expenses.

Selling and distribution expenses and administrative and other expenses

Our selling expenses include shipping expenses, salaries and traveling expenses for our sales personnel. Our general and administrative expenses include administrative staff costs and other benefits, depreciation of office equipment, professional service fees, research and development expenditures and other miscellaneous expenses related to our administrative activities.

Our sales activities are conducted through direct selling by our internal sales staff. Because of the strong demand for our products and continuing improvement on efficiency, it is not necessary for us to add sales forces to start to aggressively market and distribute our products. Our selling expenses have been relatively small as a percentage of our revenues.

With the anticipated expansion of business, we anticipate the absolute dollars of selling, and administrative expenses will increase. But comparing to the stronger growth of business, we estimate they will still account for a similar percentage against revenues to the present.

Other comprehensive income

Other comprehensive income reflects foreign currency translation adjustment according to our accounting policies.

Year Ended December 31, 2011 compared to the Year Ended December 31, 2010

The following table presents the consolidated results of operations of the Company for the year ended December 31, 2011 as compared to the results of operations for the year ended December 31, 2010.

	For the Year Ended
	December 31
	2011			2010
Revenue	$	52,469,229		$	39,630,752
Cost of Sales		(37,128,334	)		(24,620,653	)
Gross Profit		15,340,895			15,010,099
Selling and Distribution Expenses		(606,271	)		(445,951	)
Administrative and Other Expenses		(2,662,595	)		(1,857,785	)

Operating Income		12,072,029			12,706,363
Other Income		354,439			95,237
Interest expense		(676,029	)		(381,564	)
Income tax expenses		(1,796,731	)		(1,798,009	)

Net Income before allocation of non-controlling interest		9,953,708			10,622,027
Net income attributable to non-controlling interest		(5,180	)
Other Comprehensive Income		1,410,560			590,146

Total Comprehensive Income	$	11,359,088			$ 11,212,17 3

Revenue

Our business for the year ended December 31, 2011 expanded rapidly. We recorded revenue of $52.4 million for the year ended December 31, 2011, representing an increase of $12.8 million, or 32%, as compared to $39.6 million for the year ended December 31, 2010. This growth was primarily driven by: i) increased sales across all product categories as a result of increased production volume and strong market demand for our bimetallic composite wire products; and ii) the increase of copper prices during 2011 relative to 2010.

Revenue from our bimetallic composite wire products segment (which includes CCA and CCS wire products and CCA power cables) increased by 44%, from $32.6 million in 2010 to $47.1 million in 2011. Revenue from CCA and CCS wire product increased by 37%, from $27.6 million in 2010 to $37.9 million in 2011. The increase in revenue of CCA and CCS wire product sales is due to a 3.8% increase in average sale price compared to the same period in 2010, combined with the 32% increase in sales volume. Revenue from our wiring equipment segment (which includes intelligent composite bimetallic material production equipment and technology) decreased 24% to $5.3 million, down from $7 million in 2010. The decrease in wiring equipment revenue is due primarily to the more intense competition in this market occurred during 2011.

The following tables break down our product sales by specific business segment and product category for each period.

	Year Ended December 31,
	2011						2010
					Average						Average
	Sales		Volume*		price		Sales		Volume*		price
Bimetallic composite wire products segment

CCA(S) wire products	$	37,917,978		7,074	$	5,360	$	27,624,163		5,350	$	5,163
CCA power cables	$	9,257,169		952	$	9,720	$	5,020,310		520	$	9,654
Segment Total:	$	47,175,147		8,026			$	32,644,473		5,870

Wiring equipment segment

Intelligent composite bimetallic material production line	$	5,294,082		N/A		N/A	$	6,986,279		N/A		N/A
Segment Total:	$	5,294,082		N/A		N/A	$	6,986,279		N/A		N/A
TOTAL:	$	52,469,229					$	39,630,752

* metric tons

Cost of Sales and Gross Profit

The following table sets forth our cost of sales and gross profit, both in amounts and as a percentage of total revenue for the year ended December 31, 2011 and 2010:

	Year ended December 31,
	2011						2010						Percentage
				% of						% of			Change
	US$			sales			US$			sales			Year to Year
Revenue	$	52,469,229			100	%	$	39,630,752			100	%		32	%

Cost of sales
- Product sales to third parties	$	(37,074,574	)		70.7	%	$	(23,411,057	)		59.1	%		58	%
- Product sales to related parties	$	-			-	%	$	(976,487	)		2.4	%		(100	)%
- Licensing technology	$	(53,760	)		0.1	%	$	(233,109	)		0.6	%		(77	)%

Gross profit	$	15,340,895			29.2	%	$	15,010,099			37.9	%		2	%

The costs of sales increased $13.6 million, or 58%, to $37 million for 2011 from $23 million for 2010. As a percentage of total sales, our cost of sales increased to 70% of revenue for the year ended December 31, 2011, compared to 62% of revenue for the year ended December 31, 2010. Gross profit increased to $15.3 million for 2011 when compared to $15 million for 2010, an increase of about $0.3 million, or 2%, year to year. Our gross profit margin decreased to 29% for 2011 from 37.9% for 2010. Contributing to the decrease in gross profit margin compared 2011 to 2010 was the fact that we price our refined copper and CCA wire products based on the market price for materials plus a fixed dollar mark-up, and our gross profit is essentially this mark-up net of costs classified as part of cost of goods sold. As copper prices rise during 2011, our fixed dollar mark-up per ton processed represents a relatively lower percentage of our gross sales (which is generally based on tons processed) and therefore our gross profit margin as a percentage of sales is relatively lower.

Selling and Distribution Expenses, Administrative and Other Expenses

The following table sets forth operating expenses and income from operations both in amounts and as a percentage of total revenue for selling and distribution expense, as well as administrative and other expenses for the year ended December 31, 2011 and 2010:

	Year ended December 31,
	2011						2010						Percentage
				% of						% of			Change
	US$			sales			US$			sales			Year to Year
Gross profit	$	15,340,895			29	%	$	15,010,099			38	%		-9	%
Selling and Distribution Expenses		(606,271	)		-1.1			(445,951	)		-1			0.1
General and administrative Expenses		(2,662,595	)		-5			(1,857,785	)		-5			-
Operating Income	$	12,072,029			23	%	$	12,706,363			32	%		-9	%

Selling and distribution expenses and general and administrative expenses remained virtually unchanged year over year.

Other Income

For the year ended December 31, 2011, we had other income of $0.3 million, up $0.2 million, or 200%, from the $0.1 million posted for 2010. The increase in net profit was primarily due to an increase in foreign exchange gain and government subsidy income for the purpose to encourage the R&D on high-tech field.

Net Income before allocation of non-controlling interest

We had net income before allocation of non-controlling interest of $9.9 million for 2011, down $0.7 million, or 6.6%, from the $10.6 million posted for 2010. The decrease in net income was primarily due to a decrease in gross profit margin while there was no fluctuation in ratio of selling and distribution expenses and general and administrative expenses against total revenue

Net Income attributed to non-controlling interest

For the year ended December 31, 2011, we attributed $5,057 to the minority shareholders of Panjin TOFA Cable Co., Ltd that was established on June 30, 2011.

Other Comprehensive Income

Other comprehensive income represents the foreign currency translation adjustment. During the year ended December 31, 2011, the RMB rose against the US dollar, and we recognized a foreign currency translation gain of $1.4 million.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2011, we had cash on hand of approximately $4.4 million, which represents an increase of $2 million from $2.4 million at December 31, 2010, other current assets of $35.98 million, and current liabilities of $15.7 million. Working capital was $24.73 million and the ratio of current assets to current liabilities was 2.58 to 1 as of December 31, 2011.

The following is a summary of cash provided by or used in each of the indicated type of activities during the year ended December 31, 2011 and 2010, respectively:

	As of December 31,
	2011			2010
Cash provided by (used in):
Operating Activities	$	1,961,366		$	5,173,272
Investing Activities		(1,269,612	)		(9,057,883	)
Financing Activities		390,082			5,476,026

Effect of foreign exchange rate changes		893,517			67,501

Cash, beginning of the period		2,431,893			772,977
Cash, end of the period	$	4,407,246		$	2,431,893

Net cash provided by operating activities was $1.96 million for the year ended December 31, 2011, as compared to net cash provided by operating activities of $5.2 million for 2010. The decrease was mainly due to (i) a $9.9 million in net income, (ii) a $4.6 million accounts receivable increase driven by sales growth and (iii) a $6.5 million inventory increase resulting from larger operation. .

Net cash used in investing activities was $1.27 million in 2011, as compared to net cash used in investing activities of $9 million in 2010. The decrease was mainly due to the fact that we did not purchase any intangible assets during 2011 while we did it during 2010.

Net cash provided by financing activities was $0.39 million in 2011, as compared to net cash used in financing activities of $5.5 million in 2010. For the year ended December 31, 2011, the decrease consisted mainly of (i) $0.5 million decrease in advances from related companies, (ii) proceeds of bank loan at $13.4 million and repayments in bank loans at $12.5 million, which is similar to 2010 and (iii) the fact that there was no capital contribution in 2011 while capital contribution amounted to $0.8 million in 2010.

Our bank loans consisted of the following:

	December 31,
	2011		2010
Short-term bank loans	$	8,918,440	$	7,945,543

The bank loans as outlined in the following table are secured by mortgages on the land and buildings, other plant and equipment and personal guarantees of some directors’ and third parties. The proceeds of the loans were used to finance the acquisition of property, plant and equipment and for working capital of the Company.

The details of the short term bank loans outstanding as of December 31, 2011 are as follows:

Name of bank	Outstanding loan amount	Current Annualized interest rate	Nature of loans	Term of loans	Collateral

China CITIC Bank, Dalian Branch (“China CITIC”)	US$794,420 (RMB5,000,000)	China Central Bank benchmark annual rate of 6.31% plus 30% (equal to 8.20%)	Term loan	April 1, 2011 to March 30, 2012	Related party and third party guarantees

	US$794,420 (RMB5,000,000)	China Central Bank benchmark annual rate of 6.31% plus 30% (equal to 8.20%)	Term loan	April 1, 2011 to March 23, 2012	Related party and third party guarantees

Shanghai Pudong Development Bank (“SPDB”)	US$3,165,605 (RMB19,924,000)	China Central Bank benchmark half-year rate of 5.85% plus 20% (equal to 7.02%)	Revolving loan	August 5, 2011 to August 1, 2012	Mortgages on land use right, other plant and equipment

Shenzhen Development Bank (“SDB”)	US$1,191,630 (RMB7,500,000)	China Central Bank benchmark annual rate of 6.31%	Revolving loan	April 29, 2011 to April 28, 2012	Related party and third party guarantees

	US$1,191,630 (RMB7,500,000)	China Central Bank benchmark annual rate of 6.31%	Revolving loan	April 27, 2011 to April 26, 2012	Related party and third party guarantees

	US$1,246,885 (RMB7,847,771)	LIBOR plus 3 bps (equal to 4.5%)	Export loans	January 27, 2011 to January 26, 2012	Related party and third party guarantees

Industrial and Commercial Bank Of China (“ICBC”)	US$476,652 (RMB3,000,000)	China Central Bank benchmark annual rate of 8.528%	Revolving loan	September 29, 2011 to September 14, 2012	Factoring business on account receivables

	US$28,599 (RMB180,000)	China Central Bank benchmark annual rate of 8.528%	Revolving loan	November 16, 2011 to May 15, 2012	N/A

	US$28,599 (RMB180,000)	China Central Bank benchmark annual rate of 7.73%	Revolving loan	November 16, 2011 to May 15, 2012	N/A

The details of the short term bank loans outstanding as of December 31, 2010 are as follows:

Name of bank	Outstanding loan amount	Current Annualized interest rate	Nature of Loans	Term of loans	Collateral

China CITIC	US$757,576 (RMB5,000,000)	China Central Bank benchmark annual rate of 5.31% plus 20% (equal to 6.37%)	Term loan	April 6, 2010 to April 5, 2011	Related party and third party guarantees

	US$757,576 (RMB5,000,000)	China Central Bank benchmark annual rate of 5.31% plus 20% (equal to 6.37%)	Term loan	April 7, 2010 to March 28, 2011	Related party and third party guarantees

SPDB	US$3,212,727 (RMB21,204,000)	China Central Bank benchmark half-year rate of 4.86% plus 10% (equal to 5.35%)	Revolving loan	August 12, 2010 to August 9, 2011	Related party and third party guarantees Mortgages on land use right, other plant and equipment

SDB	US$1,136,363.50 (RMB7,500,000)	China Central Bank benchmark annual rate of 5.31% plus 10% (equal to 5.84%)	Revolving loan	November 9, 2010 to May 23, 2011	Related party and third party guarantees

	US$1,136,363.50 (RMB7,500,000)	China Central Bank benchmark annual rate of 5.31% plus 10% (equal to 5.84%)	Revolving loan	November 10, 2010 to May 23, 2011	Related party and third party guarantees

	US$944,937 (RMB6,236,586)	LIBOR plus 3 bps (equal to 2.4%)	Export loans	November 24, 2009 to November 23, 2010 and renewed until May 2011	Related party and third party guarantees

Interest expenses for the years ended December 31, 2011 and 2010 amounted to $676,029 and $381,564, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.

On October 12, 2010, Dalian Xinding entered into the Loan Agreements with the shareholders of TOFA and Tongda, respectively. Under the Loan Agreements, Dalian Xinding is obligated to provide interest free loans to the shareholders of TOFA and Tongda in order to clear the debt occurred when TOFA and Tongda were established. In providing these interest free loans, the Company currently has a commitment of $3.3 million that is contracted for but not provided in the financial statements.

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company we are not required to respond to this item.

Item 8. Financial Statements and Supplementary Data.

Contents		Page(s)

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets at December 31, 2011 and 2010		F-2

Consolidated Statements of Income for the Years Ended December 31, 2011 and 2010		F-3

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011 and 2010		F-4

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2011 and 2010		F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010		F-6

Notes to the Consolidated Financial Statements		F-7 to F-36

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and (2) accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2011, our controls and procedures were not effective due to certain significant deficiencies (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal controls over financial reporting.

This is due to the fact that we lacks sufficient personnel with the appropriate level of knowledge, experience and training in the application of US generally accepted accounting principles (“GAAP”) standards, especially related to complicated accounting issues. This could cause us to be unable to fully identify and resolve certain accounting and disclosure issues that could lead to a failure to maintain effective controls over preparation, review and approval of certain significant account reconciliation from Chinese GAAP to US GAAP and necessary journal entries. Our internal audit function is significantly deficient due to insufficient qualified resources and appropriate systems to perform such function. Therefore, the ability to prevent and control lapses and errors in our accounting function could not be rendered effectively.

Also, we are integrating the financial resources of several businesses in our new corporate structure. The relatively small number of professionals we employ in bookkeeping and accounting functions prevents us from appropriately segregating duties within our internal control systems. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

Based on the control deficiencies identified above, we intend to design and plan to implement, specific remediation initiatives which include:

Evaluating the roles of our existing accounting personnel in an effort to realign the reporting structure of our internal auditing staff in China that will test and monitor the implementation of our accounting and internal control procedures.

Engaging an outside, independent internal controls consultant to assist us in addressing the aforementioned deficiencies and generally provide guidance on proper US accounting practices.

Increasing our accounting and financing personnel resources, by retaining more US GAAP knowledgeable financial professionals.

These remedial measures may not be fully effectuated or may be insufficient to address the significant deficiencies we identified, and there can be no assurance that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified or occur in the future. If additional significant deficiencies (or if material weaknesses) in our internal controls are discovered or occur in the future, among other similar or related effects: (i) we may fail to meet future reporting obligations on a timely basis, (ii) our consolidated financial statements may contain material misstatements, (iii) we may be required to restate prior period financial results, (iv) we may be subject to litigation and/or regulatory proceedings, and (v) our business and operating results may be harmed.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial reporting includes policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and/or our board of directors; and

Provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the interim or annual consolidated financial statements.

Under the supervision and with the participation of our chief executive officer and chief financial officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2011, using the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“Treadway”).

Based on this evaluation, our management concluded that as of December 31, 2011, our controls and procedures were not effective due to the significant deficiencies in our internal controls over financial reporting discussed above.

Inherent Limitations over Internal Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all errors or misstatements and all fraud. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance that the objectives of the policies and procedures are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table and the paragraphs following sets forth the name, age and position of our executive officers and directors.

NAME	AGE	POSITION WITH TODA

Chuan-Tao Zheng	50	Chairman, Chief Executive Officer, President and Director

Yu-Kai Wang	49	Chief Technology Officer and Director

Yu-Long Wang	48	Independent Director

Yue Kou	39	Chief Financial Officer and Secretary

Pi-Jia Liu	51	Chief Operating Officer

Mr. Chuan-Tao Zheng joined our Board on March 15, 2011 and has served as our Chairman of the Board, President and Chief Executive Officer since that date. Mr. Zheng is responsible for the strategic planning and overall operation of the Company. Mr. Zheng has also served as Managing Director of TOFA since August 2004. Prior to joining TOFA, he had worked as Engineer and Plant Manager of Dalian Marine Fishery Company from 1982 to 1994, General Manager of Foreign Economic and Trade Company Ltd, of WaFengDian City from 1994 to 1998, and as Managing Director of ZhongDa Import and Export Company Limited from 1998 to 2004. Since 2007, Mr. Zheng has been a Visiting Professor to the World Eminence Chinese Business Association College and the Vice Chairman of the Electronic Industry Chamber of Commerce of the World Eminence Chinese Business Association. He has also been a member of the CPPCC Dalian Committee since 2008. He was awarded the title of “Harmonious China, Ten Most Influential Entrepreneurs of 2006” and “Top Ten Management Personnel among the World’s Chinese Entrepreneurs in the Bimetal Composite Material Industry” in 2007. Mr. Zheng received his bachelor’s degree in mechanical engineering from the Dalian Ocean University.

Mr. Zheng’s leadership experience and technical knowledge were important qualifications considered in his appointment to the Board. In addition, as the President and Chief Executive Officer, his presence on the Board will assist the Board in remaining informed regarding the operations of the Company and the progress on business plans.

Mr. Yu-Kai Wang joined our Board on May 4, 2011 and has served as our Chief Technology Officer since March 15, 2011. Mr. Wang has also served as Managing Director of Tongda since its formation in 2008. Mr. Wang is responsible for supporting and developing the technology used by our Company. He received a bachelor’s degree from the Shenyang Mechanical and Electrical Engineering Institute in 1984. Thereafter, he had worked as Assistant Engineer for Harbin Forestry Machinery Factory from 1984 to 1988; Engineer for Dalian Composite Machinery Research Institute from 1988 to 2000; and General Manager for Dalian Qida Mechanical and Electrical Equipment Manufacturing Company Ltd. from 2005 to 2008.

Because our industry, like many industries, is becoming increasingly reliant on technology, we believe that Mr. Wang’s technological aptitude was an important qualification considered in his appointment and will assist the Board in remaining abreast on technology projects important to the Company’s risk management and business plan.

Mr. Yu-Long Wang joined our Board on May 4, 2011. Mr. Wang worked for the Jiamusi City Government in Heilongjiang Province, PRC from 1990 to 1999. Since leaving the government in 1999, he has held senior management positions with a number of private enterprises in China. He served as Vice President of China Sun Group High-Tech Co., and its operating subsidiary, Dalian Xinyang High-Tech Development Co. Ltd (“DLXY”) from 1999 to 2009 in various capacities at DLXY. From 1999 to 2000, he was the director of marketing and from 2000 to 2002, he served as the assistant to the Chairman. In 2002, Mr. Wang was appointed Vice President where he was in charge of production, research and development, and sales management. He is currently founder, President and Chief Executive Officer of Dalian Kaida Venture Capital Co. Ltd., Chief Executive Officer of New York Kaida Capital Holdings LLC since 2006, and President of Asia Pacific East Mount Financial Group LTD, a Hong Kong based company engaged in risk management and consultancy with respect to overseas listing, investment and acquisitions. Mr. Wang graduated from the Heilongjiang University with a bachelor’s degree in business administration.

The Company believes that Mr. Yu-Long Wang’s knowledge of risk management and his business experience in a variety of areas in high tech industries – sales, marketing, research and development and production, coupled with his extensive experience in dealing with city and provisional government officials, will be invaluable as the Company grows. He can provide management and the board with a unique perspective on strategy for expansion in the Chinese market.

Ms. Yue Kou, was appointed Chief Financial Officer and Corporate Secretary of the Company on December 29, 2011. Prior to joining TODA as an employee, she has served as an independent consultant to the Company and its subsidiaries since October 2009, assisting with the preparation of its financial statements and regulatory filings. Ms. Kou served as Chief Financial Officer of Dragon Jade International Limited from August 2008 until November 2011 and as Chief Financial Officer of KASH Strategic Ltd. From February 2006 until November 2011, she was the financial manager of China Broadcasting Holding Ltd., a listed company in Hong Kong from 2002 until 2006. From 1996 to 2002, she held senior management positions in several accounting firms in Hong Kong and China. She is a member of professional accounting groups HKICPA, ACCA and CICPA. Ms. Kou received a B.S. degree in Business Administration from the Tianjin Finance and Economic University, a Masters degree in Accountancy from the Chinese University of Hong Kong and a Masters degree in Banking from the City University of Hong Kong.

Mr. Pi-Jia Liu joined the Company as our Chief Operating Officer on March 15, 2011 and he has served as a Director of TOFA since 2004. Mr. Liu oversees the daily business operations of the Company. After graduating from the Dalian Ocean University with a bachelor’s degree in mechanical engineering in 1982, he worked as engineer for Dalian Canned Food Factory until 1995. He was then Deputy General Manager for Dalian FuYan Industrial Company Ltd. from 1995 to 2001; and Deputy General Manager for Dalian ZhongDa Import and Export Company Ltd. from 2001 to 2004. Since 2004, Mr. Liu has also been a Director with the China Optical-Electrical Wires and Cables Industry Association.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in Item 13. Certain Relationships and Related Transactions, and Director Independence, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Director Independence

Currently Mr. YL Wang is our only independent director within the meaning of applicable Nasdaq Listing Rules and the rules promulgated by the SEC.

Board Meetings and Annual Meeting

During the 2011 fiscal year, our board of directors held five meetings and acted by written consent twice. Messrs. Zheng and YK Wang attended our May 15, 2011 general meeting of shareholders.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committees performing similar functions. Management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee. However, management plans to form an audit, compensation and nominating committee in the near future.

The audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and system of internal controls. We intend that the audit committee will be comprised solely of independent directors and will have an audit committee financial expert as required by the rules and regulations of the SEC. We currently believe that Mr. YL Wang is qualified to serve as the audit committee’s financial expert for purposes of the SEC's rules. The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers. The nominating committee will be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee will also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. Until these committees are established, these decisions will continue to be made by our board of directors. Although our board of directors has not yet established any minimum qualifications for director candidates, when considering potential director candidates, our board of directors considers the candidate’s character, judgment, skills and experience in the context of the needs of our Company and our board of directors.

We do not have a charter governing the nominating process. The members of our board of directors, who perform the functions of a nominating committee, are not independent because they are also our officers. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by shareholders is necessary at this time because, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.

Board Leadership Structure

Our board of directors recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed our board of directors the flexibility to establish the most appropriate structure for the Company at any given time.

Currently, Mr. Zheng is serving as the Chairman of our board of directors, Chief Executive Officer, and President. Mr. Zheng’s role is to oversee and manage the board of directors and its functions, including setting meeting agendas and running board meetings. In this regard, Mr. Zheng and the board of directors in their advisory and oversight roles are particularly focused on assisting senior management in seeking and adopting successful business strategies and risk management policies, and in making successful choices in management succession.

Risk Oversight

Each of our directors has a responsibility to monitor and manage risks faced by the Company. At a minimum, this requires the members of the board of directors to be actively engaged in board discussions, review materials provided to them, including financial statements provided to them on monthly and quarterly basis, and know when it is appropriate to request further information from management and/or engage the assistance of outside advisors. Because risk oversight is a responsibility for each member of the board of directors, the board’s responsibility for risk oversight is not and will not be concentrated into a single committee.

Currently, the board of directors meets formally, as needed to discuss risks and monitor specific areas of the Company’s performance. In addition, we strive to provide a board infrastructure that encourages directors to ask specific questions or raise concerns by allotting them sufficient time to do so at each meeting and providing them with sufficient amounts of time to review materials in advance of a meeting.

Going forward, we anticipate that oversight will be delegated, to a large degree, to the various board committees that we will establish with independent directors serving as committee chairmen. Committees will then meet formally, as needed, to discuss risks and monitor specific areas of the Company’s performance and report their findings to the full board of directors.

Shareholder Communications

Our board of directors does not currently provide a process for shareholders to send communications to our board of directors because our management believes that until this point it has been premature to develop such processes given the limited liquidity of our common stock. However, management is considering the best approach to shareholder communication and believes that it will establish a process for shareholder communications in the near future.

Item 11. Executive Compensation.

Background

The following table shows the compensation of each of our named executives in 2011. Our named executives during 2011 were Mr. Zheng, our Chief Executive Officer and President, Ms. Kou, our Chief Financial Officer and Secretary, Mr. YK Wang, our Chief Technology Officer, and Mr. Liu, our Chief Operating Officer and Messrs. Karl Brenza and Anthony Zhang, who served as our principal executive officer and principal financial officer for a period of time during 2011.

As the membership of our board of directors increases, our board of directors intends to form a compensation committee charged with the oversight of our executive compensation plans, policies and programs and the authority to determine and approve the compensation of our chief executive officer and make recommendations with respect to the compensation of our other executive officers.

Executive Officers Compensation Table —Years Ended December 31, 2011, 2010 and 2009 (1)

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officer received total annual salary and bonus compensation in excess of $100,000.

Name and Position	Year		Salary ($)(2)		Bonus ($)		All Other Compensation ($)(3)		Total Compensation ($)
Chuan-Tao Zheng		2011	$	15,097		0	$	3,649	$	18.746
President and		2010	$	14,562		0	$	3,520	$	18,082
Chief Executive Officer		2009	$	8,799		0	$	2,118	$	10,917

Yue Kou (4)		2011	$	0		0	$	0	$	0
Chief Financial Officer
and Secretary

Yu-Kai Wang		2011	$	10,397		0	$	2,831	$	13,228
Chief Technology Officer		2010	$	10,028		0	$	2,731	$	12,759
		2009	$	10,028		0	$	2,731	$	12,759

Pi-Jia Liu		2011	$	13,700		0	$	3,312	$	17,012
Chief Operating Officer		2010	$	13,214		0	$	3,195	$	16,409
		2009	$	8,799		0	$	2,118	$	10,917

Anthony Zhang (5)		2011	$	18,530		0	$	0	$	18,530
Former Chief Financial		2010	$	1,517		0	$	50	$	1,567
Officer and Secretary

Karl Brenza (6)		2011	$	0		0	$	0	$	0
Former President and Chief		2010	$	0		0	$	0	$	0
Executive Officer

(1)

On March 15, 2011, we acquired Victor Score in a reverse acquisition transaction that was structured as a share exchange and in connection with that transaction, Mr. Zheng became our Chief Executive Officer and President, Mr. Zhang became our Chief Financial Officer, Mr. YK Wang became our Chief Technology Officer and Mr. Liu became our Chief Operating Officer. Prior to the effective date of the reverse acquisition, Messrs. Zheng, Zhang, YK Wang and Liu held similar positions with TOFA, Tongda or Victor Score. The annual compensation shown in this table for 2009 and 2010 includes the amounts Messrs. Zheng, Zhang, YK Wang and Liu received from TOFA, Tongda or Victor Score prior to the consummation of the reverse acquisition.

(2)

Our current officers and Mr. Zhang are compensated in RMB. The amounts set forth in the table above are calculated using an exchange rate of $1.00 = RMB 6.2939, RMB 6.6227 and RMB 6.8282 as of December 31, 2011, 2010 and 2009, respectively.

(3)

The reported amounts represent insurance benefits (retirement, unemployment and medical) for Messrs. Zheng, Zhang, YK Wang and Liu.

(4)

Ms. Kou joined the Company as Chief Financial Officer and Secretary effective as of December 29, 2011.

(5)

Mr. Zhang was hired by Victor Score on December 1, 2010, in contemplation of the consummation of the reverse acquisition. Mr. Zhang resigned from the Company effective as of December 29, 2011. He received no severance compensation from the Company in connection with his resignation.

(6)

Mr. Brenza was appointed our President and Chief Executive Officer effective as of August 31, 2010 and resigned from both of those positions effective as of March 15, 2011. He received no compensation from the Company in connection with his service or resignation.

Grants of Plan-Based Awards

No plan-based awards were granted to any of our named executive officers during the year ended December 31, 2011.

Outstanding Equity Awards at Fiscal Year End

No unexercised options or warrants were held by any of our named executive officers at December 31, 2011. No equity awards were made during the year ended December 31, 2011.

Option Exercises and Stock Vested

No options to purchase our capital stock were exercised by any of our named executive officers, nor was any restricted stock held by such executive officers vested during the year ended December 31, 2011.

Pension Benefits

No named executive officers received or held pension benefits during the year ended December 31, 2011.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the year ended December 31, 2011.

Potential Payments Upon Termination or Change in Control

None of the named executive officers are subject to an employment agreement or other compensation arrangement providing them with any severance or payment upon their termination or a change in control.

Compensation of Directors

No member of our board of directors received any compensation for his services as a director during the year ended December 31, 2011.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2011 we did not have a standing compensation committee. Our board of directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers; however, none of our executive officers received any compensation during the last fiscal year. None of our executive officers has served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, any of whose executive officers served on our board or Compensation Committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of March 15, 2012, concerning (a) each person that is known to us to be the beneficial owner of more than 5% of our shares, (b) each of our executive officers, (c) each director and (d) all of our directors and executive officers as a group. Unless otherwise indicated, all persons listed below have sole voting and investment power with respect to their shares, except to the extent spouses share authority under applicable law. Beneficial ownership is determined in accordance with the rules of the SEC. At the close of business on March 15, 2012, we had 27,780,000 ordinary shares issued and outstanding. Except as otherwise set forth in the table, the address of each beneficial owner is: c/o Dalian TOFA New Materials Development Co., Ltd, No. 18-2-401, Gangjing Garden, Dandong Street, Zhongshan District, Dalian, Liaoning Province, China. In computing the number and percentage of shares beneficially owned by a person, shares that may be acquired by such person within 60 days of March 15, 2012 are counted as outstanding, while these shares are not counted as outstanding for computing the percentage ownership of any other person.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
5% or greater shareholders
Chuan-Tao Zheng		10,457,195		37.64	%

Yu-Kai Wang		2,875,726		10.35	%

Pi Jia Liu		1,568,578		5.65	%

Officers and Directors (other than Messrs. Zheng, YK Wang and Liu, whose share ownership is referenced under the heading 5% of greater shareholders)

Yue Kou		0		N/A

Yu-Long Wang		0		N/A

All officers and directors as a group (5 persons)		14,901,499		53.64	%

Under Item 404 of Regulation S-K, we are required to disclose any transaction or series of transactions in the last fiscal year between us and any officer, director or affiliates of the Company that has an aggregate value in excess of $120,000 or 1% of the average of the Company’s total assets for the last two fiscal years ($433,715).

Prior to the consummation of the share exchange, the Company made several unsecured, interest free loans to shareholders of TOFA and Tongda. The loans were made in accordance with policies established by TOFA and Tongda. Shareholders were required to submit individual loan applications and the general manager and director could then approve the loan. The shareholder loans are interest-free and must be repaid within one year or, upon demand for repayment, within a month of the demand date. Following the consummation of the share exchange, the Company ceased making any additional loans. The details of these loans are as follows:

Outstanding 2011 Related Party Loans

Name of Related Party

and Relationship to

Company

Date of Unsecured,

Interest Free Loan

Maximum Available

Borrowing Amount

Actual

Borrowed

Amount

Purpose(s)

Maximum Balance

Outstanding in 2011

Balance at

12/31/11

Yu-Chun Song,

Former TOFA Shareholder

June 22, 2007

US$1,562,866 (RMB10,000,000)

US$1,051,130

Personal use (specifics unknown)

US$1,515

US$0

Yu-Kai Wang,

Chief Technology Officer and Shareholder

January 5, 2010

US$15,629

(RMB100,000)

US$10,905

Business Travel

US$10,905

US$0

Outstanding 2010 Related Party Loans

Name of Related Party

and Relationship to

Company

Date of Unsecured,

Interest Free Loan

Maximum Available

Borrowing Amount

Actual

Borrowed

Amount

Purpose(s)

Maximum Balance

Outstanding in 2010

Balance at

12/31/10

Pi-Jia Liu,

Chief Operating Officer and Shareholder

September 15, 2008

US$781,433 (RMB5,000,000)

US$442,448

Personal use (specifics unknown)

US$413,718

US$0

Yu-Chun Song,

Former TOFA Shareholder

June 22, 2007

US$1,562,866 (RMB10,000,000)

US$1,051,130

Personal use (specifics unknown)

US$1,051,130

US$1,515

Chuan-Tao Zheng,

Chairman, Chief Executive Officer and Shareholder

December 1, 2008

US$4,688,598

(RMB30,000,000)

US$4,148,538

Personal use (specifics unknown)

US$893,120

US$0

Yu-Kai Wang,

Chief Technology Officer and Shareholder

January 5, 2010

US$15,629

(RMB100,000)

US$10,905

Business Travel

US$10,905

Our VIE, TOFA, in the ordinary course of its business operations and on commercially reasonable terms consistent with those provided to unrelated third parties, purchases raw materials from, and sells finished goods to, entities controlled by Mr. Zheng, including Shenzhen TOFA and Dalian Tofa Metal Material Co., Ltd. (“Dalian Tofa Metal”), (collectively, the “Related Companies”).

During the year ended December 31, 2011, TOFA purchased $1.9 million in raw materials from the Related Companies. During the year ended December 31, 2010, the Related Companies purchased $1.4 million in finished goods from TOFA and TOFA purchased $2.25 million in raw materials from the Related Companies in arms-length transactions.

Victor Score, through its subsidiary, Dalian Xinding, entered into the VIE Agreements on October 12, 2010 by which it controls TOFA and Tongda. Mr. Zheng owns a majority of the equity interest in TOFA and YK Wang owns a majority of the equity interest in Tongda. Pursuant to pledge agreements with the equity holders of TOFA and Tongda, including Mr. Zheng, YK Wang, and Mr. Liu, all of the equity interests of TOFA and Tongda were pledged to Dalian Xinding in exchange for interest free loans to the equity holders. The loans to Messrs. Zheng, YK Wang, and Liu were in the respective amounts of RMB11,350,000 ($1,701,365), RMB3,570,000 ($535,143) and RMB1,290,000 ($193,371) in 2010. Pursuant to the VIE Agreements, each of TOFA and Tongda leases its respective manufacturing facilities to Dalian Xinding.

In connection with TOFA and Tongda entering into one or more loan agreements with various financial institutions, one or more of the officers and directors of the Company, TOFA and/or Tongda entered into a Guarantee Agreement with the respective financial institution on commercially reasonable terms. The loans are discussed in Note 13 of Notes to Consolidated Financial Statements.

The following information outlines the material terms of the related party guarantees for the loans:

Name of Related Party and Relationship to Company	Date of Guarantee(s)	Maximum Guarantee Amount	Purpose(s)	Term of Guarantee

Chuan-Tao Zheng, Chairman and CEO, and Lihua Sun, his spouse	February 15, 2011	US$2.38 million (RMB15 million)	jointly guaranteeing the performance of all obligations, including the payment of amounts due and owing under loan agreements between TOFA and SPDB	2 years

	March 31, 2011	US$1.58 million (RMB10 million)	jointly guaranteeing the performance of all obligations, including the payment of amounts due and owing under loan agreements between TOFA and CITIC Bank	2 years

Shenzhen TOFA, an entity controlled by Chuan-Tao Zheng, Chairman and CEO	February 15, 2011	US$2.38 million (RMB15 million)	guaranteeing the performance of all obligations, including the payment of amounts due and owing under loan agreements between TOFA and SDB	2 years

	March 31, 2011	US$3.17 million (RMB20 million)	guaranteeing the performance of all obligations, including the payment of amounts due and owing under loan agreements between TOFA and CITIC Bank	2 years

Chuan-Tao Zheng, Chairman and CEO	Dated July 2009 and executed December 16, 2009	US$3.79 million (RMB25 million)	guaranteeing the performance of all obligations, including the payment of amounts due and owing under loan agreements between TOFA and SDB	2 years

Zong-li Li, Shareholder	February 15, 2011	US$2.70 million (RMB16.99 million)	guaranteeing the performance of all obligations, including the payment of amounts due and owing under loan agreements between TOFA and SDB	2 years

Pi-Jia Liu, Shareholder	February 15, 2011	US$2.70 million (RMB16.99 million)	guaranteeing the performance of all obligations, including the payment of amounts due and owing under loan agreements between TOFA and SDB	2 years

Our board of directors does not currently have any policies or procedures that it follows in connection with transactions it undertakes with related parties but intends to adopt such policies and procedures as are necessary and appropriate for a US publicly-traded entity quoted on the OTC Bulletin Board or listed on a national securities exchange.

Item 14. Principal Accounting Fees and Services.

PMB Helin Donovan, LLP (“Helin Donovan”) was our independent accounting firm from inception until March 15, 2011, when we dismissed them in connection with the consummation of the share exchange that was consummated on March 15, 2011. Helin Donovan had previously been engaged as the principal accountant to audit our financial statements. The reason for the dismissal of Helin Donovan is that, following the consummation of the share exchange on March 15, 2011, (i) the former shareholders of Victor Score own a significant amount of the outstanding shares of our common stock and (ii) our primary business became the business previously conducted by Victor Score. The independent registered public accountant of Victor Score for US accounting purposes was the firm of UHY Vocation HK CPA Limited (“UHY Vocation”). We believe that it is in our best interest to have UHY Vocation continue to work with our business, and we therefore retained UHY Vocation as our new principal independent registered accounting firm, effective as of March 15, 2011. UHY Vocation is located at 3/F., Malaysia Building, 50 Gloucester Road, Wanchai, Hong Kong. The decision to change accountants was approved by our board of directors on March 15, 2011.

The report of Helin Donovan on our financial statements for the period from September 27, 2006 (inception) through our fiscal year ended June 30, 2010 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

From our inception through March 15, 2011, there were no disagreements with Helin Donovan on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Helin Donovan, would have caused it to make reference to the matter in connection with its reports.

From our inception through March 15, 2011, we did not consult UHY Vocation regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was the subject of a disagreement as described in Item 304(a)(1)(iv) of Regulation S-K.

The following table sets forth fees billed to us by UHY Vocation for professional services rendered for 2011 and 2010:

	2011		2010
Audit Fees	$	113,222	$	178,350
Audit-Related Fees		51,000		0
Tax Fees		0		0
All Other Fees		0		0

Total	$	164,222	$	178,350

Audit Fees. This category includes the aggregate fees billed for professional services rendered for the audits of our financial statements for fiscal year 2011 and 2010.

Audit-Related Fees. This category includes the aggregate fees billed for professional services rendered for the reviews of the financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided by UHY Vocation with statutory and regulatory filings or engagements for the fiscal year 2011.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements

See Item 8, "Financial Statements and Supplementary Data."

(a)(2) Financial Statement Schedules

All financial statement schedules for TODA and its subsidiaries or affiliates have been included in the consolidated financial statements or the related notes or they are either inapplicable or not required.

(a)(3) Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents		Page(s)

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets at December 31, 2011 and 2010		F-2

Consolidated Statements of Income for the Years Ended December 31, 2011 and 2010		F-3

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011 and 2010		F-4

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2011 and 2010		F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010		F-6

Notes to the Consolidated Financial Statements		F-7 to F-36

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

We have audited the accompanying consolidated balance sheets of Toda International Holdings Inc. and Subsidiaries (the “Company”) as of December 31, 2011, and 2010, and the related consolidated statements of income, changes in stockholders’ equity and comprehensive income and cash flows for each of the years ended December 31, 2011 and 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidation financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Toda International Holdings Inc. and its Subsidiaries as of December 31, 2011 and 2010, and the consolidated results of its operations and its cash flows for the years ended December 31, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.

UHY VOCATION HK CPA LIMITED

Certified Public Accountants

Hong Kong, the People’s Republic of China,

April 13, 2012

F-1

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN US DOLLARS)

	December 31, 2011		December 31, 2010
			(A)
Assets
Current assets
Cash	$	4,407,246	$	2,431,893
Restricted cash		1,588,840		1,266,667
Accounts receivable		16,440,294		11,825,238
Inventories		12,114,595		5,580,175
Prepaid expenses and other deposits		4,488,777		5,741,549
Due from related parties		1,285,791		787,876
VAT tax receivable		61,385		-
Total current assets		40,386,928		27,633,398

Non-current assets
Property, plant and equipment, net		3,751,659		3,123,858
Construction in progress		1,676,522		1,368,351
Land use right, net		295,312		287,873
Intangible asset, net		3,970,114		4,248,422
Total non-current assets		9,693,607		9,028,504
Total assets	$	50,080,535	$	36,661,902

Liabilities and stockholders' equity
Current Liabilities
Accounts payable	$	4,678,341	$	3,706,251
Bank loans		8,918,440		7,945,543
Income tax payable		584,579		1,316,676
Advanced from unrelated parties		257,034		-
Accrued liabilities and other payables		1,216,551		632,110
Total current liabilities		15,654,945		13,600,580

Total liabilities		15,654,945		13,600,580

Stockholders' equity

Preference share, $0.000128 par value, nil and 781,250 shares
authorized; nil and 104,572 shares issued and outstanding as of December 31, 2011 and December 31, 2010 respectively		-		13

Ordinary share, $0.000256 par value, 100,000,000 shares
and 39,062,500 shares authorized; 27,780,000 shares and 17,322,805
shares issued and outstanding as of December 31, 2011 and at December 31, 2010, respectively		7,112		4,203
Additional paid-in capital		3,047,826		3,130,164
Statutory reserve		3,316,250		2,261,972
Retained earnings		25,559,439		16,665,066
Accumulated other comprehensive income		2,410,341		999,904
Total TODA stockholders' equity		34,340,968		23,061,322

Add: Non-controlling interest		84,622		-

Total equity		34,425,590		23,061,322

Total liabilities and stockholders' equity	$	50,080,535	$	36,661,902

(A)

Represents the consolidated balance sheets of Victor Score Limited and subsidiaries (the "Accounting Acquirer"). (See note 1)

See notes to financial statements.

F-2

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(IN US DOLLARS)

	Year ended December 31,
	2011			2010
				(A)
Revenue
- Product sales to third parties	$	51,693,735		$	35,973,392
- Product sales to related parties		-			1,423,123
- Licensing technology		775,494			2,234,237
Total revenue		52,469,229			39,630,752

Cost of sales
- Product sales to third parties		(37,074,574	)		(23,411,057	)
- Product sales to related parties		-			(976,487	)
- Licensing technology		(53,760	)		(233,109	)
Total cost of sales		(37,128,334	)		(24,620,653	)

Gross Profit		15,340,895			15,010,099

Operating expenses:
Selling and marketing expenses		(606,271	)		(445,951	)
General and administrative expenses		(2,662,595	)		(1,857,785	)
Total operating expenses		(3,268,866	)		(2,303,736	)

Operating income		12,072,029			12,706,363

Other income and (expense):
Other income		354,439			95,237
Interest expenses		(676,029	)		(381,564	)
Total other income and (expense)		(321,590	)		(286,327	)

Income before income taxes		11,750,439			12,420,036

Income tax expense		(1,796,731	)		(1,798,009	)

Net income before allocation of non-controlling interest		9,953,708			10,622,027

Net income attributable to non-controlling interest		(5,057	)		-

Net income attributable to common stockholders	$	9,948,651		$	10,622,027

Earnings per share
- Basic	$	0.42		$	0.65

- Diluted	$	0.36		$	0.39

Weighted average common shares outstanding
- Basic		23,731,700			16,419,955

- Diluted		27,596,956			26,877,150

(A)

Represents the consolidated Statements of Income of Victor Score Limited and subsidiaries (the "Accounting Acquirer"). (See note 1)

See notes to financial statements.

F-3

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

( IN US DOLLARS)

	For the Year Ended
	December 31,
	2011		2010
			(A)

Net income	$	9,953,708	$	10,622,027

Other comprehensive income
Foreign currency translation adjustment		1,410,560		590,146

Comprehensive income		11,364,268		11,212,173

Less: Comprehensive (income) attributable to non-controlling interests		5,180		-

Comprehensive income attributable to TODA	$	11,359,088	$	11,212,173

(A)

Represents the consolidated Statements of Comprehensive Income of Victor Score Limited and subsidiaries (the "Accounting Acquirer"). (See note 1)

See notes to financial statements.

F-4

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(IN US DOLLARS)

	Preference shares with						Ordinary shares with									Accumulated
	$0.000128 par value						$0.000256 par value				Additional					Other
	Number of						Number of				Paid-in			Statutory		Comprehensive		Retained			Non-controlling		Total
	Shares			Amount			Shares		Amount		Capital			reserve		Income		Earnings			interest		Equity

Balance, December 31, 2009		104,572		$	13			16,419,955	$	4,203	$	2,308,604		$	1,152,992	$	409,758	$	7,152,019		$	-	$	11,027,589
Cash contribution of capital		-			-			-		-		821,560			-		-		-			-		821,560
Net income		-			-			-		-		-			-		-		10,622,027			-		10,622,027
Appropriations to statutory reserves		-			-			-		-		-			1,108,980		-		(1,108,980	)		-		-
Foreign currency translation gain		-			-			-		-		-			-		590,146		-			-		590,146
Balance at December 31, 2010 (A)		104,572			13			16,419,995		4,203		3,130,164			2,261,972		999,904		16,665,066			-		23,061,322
Shares issued to former shareholders as part of the recapitalization during March 2011		-			-			902,850		232		(232	)		-		-		-			-		-
Conversion of preference shares into ordinary shares		(104,572	)		(13	)		10,457,195		2,677		(2,664	)		-		-		-			-		-
Effect of capital to be paid-up by the VIE non-controlling interest		-			-			-		-		(79,442	)		-		-					79,442		-
Net income		-			-			-		-		-			-		-		9,948,651			5,057		9,953,708
Appropriations to statutory reserves		-			-			-		-		-			1,054,278		-		(1,054,278	)		-		-
Foreign currency translation gain		-			-			-		-		-			-		1,410,437		-			123		1,410,560
Balance at December 31, 2011		-		$	-			27,780,000	$	7,112	$	3,047,826		$	3,316,250	$	2,410,341	$	25,559,439		$	84,622	$	34,425,590

(A)

Represents the consolidated statements of changes in stockholders’ equity of Victor Score Limited and subsidiaries (the "Accounting Acquirer"). (See note 1)

See notes to financial statements.

F-5

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN US DOLLARS)

	For the year ended December 31
	2011			2010
				(A)
Cash flows from operating activities:
Net income	$	9,948,651		$	10,622,027
Add: Net income attributable to minority interest		5,057			-
		9,953,708			10,622,027
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of property, plant and equipment		395,505			197,769
Amortization of land use right		6,405			6,151
Amortization of intangible assets		469,949			336,687

Changes in assets and liabilities:
Accounts receivable		(4,615,056	)		(5,258,662	)
Inventories		(6,534,420	)		(2,244,260	)
Prepaid expenses and other deposits		1,265,192			(1,792,661	)
VAT tax receivable		(61,385	)		40,184
Accounts payable		972,090			2,689,719
Accrued liabilities and other payables		584,441			435,999
Advances from unrelated parties		257,034			(783,076	)
Income tax payable		(732,097	)		923,395
Net cash provided by operating activities		1,961,366			5,173,272

Cash flows from investing activities:
Increase in restricted cash		(322,173	)		(1,266,667	)
Purchase of property, plant and equipment		(705,817	)		(2,086,463	)
Purchase of intangible assets		-			(4,513,160	)
Cash paid for construction in progress		(241,622	)		(1,191,593	)
Net cash used in investing activities		(1,269,612	)		(9,057,883	)

Cash flows from financing activities:
Advances (to)/ from related companies		(510,335	)		1,396,239
Advances from owners		-			2,373,129
Proceeds from bank loans		13,430,231			13,808,459
Repayment of bank loans		(12,529,814	)		(12,923,361	)
Capital contribution		-			821,560
Net cash provided by financing activities		390,082			5,476,026

Net increase in cash		1,081,836			1,591,415

Effect on change of exchange rates		893,517			67,501

Cash as of January 1		2,431,893			772,977

Cash as of December 31	$	4,407,246		$	2,431,893

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest paid	$	676,029		$	381,564

Income tax paid	$	2,528,828		$	1,419,055

(A)

Represents the consolidated Statements of Cash Flow of Victor Score Limited and subsidiaries (the "Accounting Acquirer"). (See note 1)

See notes to financial statements.

F-6

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Organization, business and operations

On September 27, 2006, TODA International Holdings Inc., formerly Summit Growth Corporation ("TODA" or the "Company"), was formed in the Cayman Islands with the objective to acquire, or merge with, an operating business.

On March 15, 2011, TODA entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Victor Score Limited, a British Virgin Islands exempted business company ("Victor Score'), and its stockholders (the "Stockholders"). Prior to the share exchange, Victor Score issued 2,665,075 ordinary shares with par value of $0.00128 to former shareholders of the Company. Pursuant to the terms of the Exchange Agreement, the Stockholders of Victor Score agreed to transfer all of the issued and outstanding shares of common stock in Victor Score to the Company in exchange for the Company's issuing an aggregate of 32,839,910 ordinary shares and 104,572 preference shares of the Company's capital stock to the Victor Score stockholders and Victor Score. The Company initiated a 1 for 2 reverse stock splits effective on May 16, 2011. After the reverse stock split, there were 17,322,805 ordinary shares outstanding. On the same date, 104,572 preference shares were converted into 10,457,195 ordinary shares. As a result, a total of 27,780,000 ordinary shares were outstanding as of May 16, 2011 and December 31, 2011.

The Share Exchange was accounted for as a "reverse merger", since the former stockholders of Victor Score own a majority of the outstanding shares of the Company's capital stock immediately following the Share Exchange. Victor Score is deemed to be the accounting acquirer in the reverse merger. Accordingly after the reverse merger, Victor Score became a subsidiary of TODA, with Dalian TOFA New Materials Development Co., Ltd., a company incorporated under the laws of the People's Republic of China ("PRC') on November 12, 1997 ("TOFA'), and Dalian Tongda Equipment Technology Development Co., Ltd., a company incorporated under the laws of PRC on January 28, 2008 ("Tongda") being the variable interest entities ("VIEs") of TODA through a series of contractual agreements made with Dalian Xinding New Materials Technology Consultancy Co., Ltd. ("Dalian Xinding").

As a result of the Share Exchange, TODA is now engaged in the business of manufacturing and trading of copper coated aluminium wire and its related products, and in the business of manufacturing of wiring equipment and leasing copper coated aluminium wire technology in the PRC. TODA also exerts effective control TOFA and Tongda and receives 100% of the net profits derived from the business operations of TOFA and Tongda.

Subsequent to the Share Exchange, the Company now holds 100% of Victor Score, which, in holds 100% of the equity interest in Apex Wealth Holdings Limited ("Apex Wealth"), a limited liability company incorporated in Hong Kong, China on February 12, 2010 which, in turn, holds 100% of the equity interest in Dalian Xinding, a wholly foreign owned enterprise approved in the PRC on August 18, 2010 with the registered capital of RMB5,000,000 (US$732,504).

Pursuant to a group reorganization completed on October 12, 2010, TOFA and Tongda signed a series of contractual agreements with Dalian Xinding. TOFA and Tongda became variable interest entities ("VIEs') as defined under FASB ASC 810-10.

The Company does not conduct any operations or have any assets exclusive of its control of TOFA and Tongda. Through its contractual arrangements with TOFA and Tongda, the Company is engaged in the research, development, production and distribution of composite bimetallic materials, primarily copper clad aluminum ("CCA"), and its manufacturing equipment. The Company is also involved in the research and development of related production technologies and provides consultancy services on such technologies to a number of entities, within and out of China.

F-7

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Organization, business and operations (…/Cont’d)

The VIE Agreements grant Dalian Xinding the power to direct the activities that most significantly impact TOFA's and Tonda's economic performance and right to economic returns in the following manner:

(a)

Pursuant to the terms of the Business Operation Agreement, Dalian Xinding effectively gained management control of TOFA and Tongda.

Without written consent of Dalian Xinding, neither TOFA nor Tongda can enter into or consummate a transaction that might significantly affect the assts, obligations, rights or operations of TOFA or Tongda.

Dalian Xinding is entitled to provide advice and guidance regarding hiring and firing employees, daily operations and financial management of TOFA and Tongda. The managements of TOFA and Tongda have agreed to accept such advice and guidance.

Dalian Xinding is entitled to recommend all candidates for directors and executive officers of TOFA and Tongda. TOFA and Tongda have agreed to appoint the candidates recommended by Dalian Xinding.

TOFA and Tongda have issued a letter of authorization that authorizes designated officers of Dalian Xinding to act as their proxies and exercise all rights of stockholders at any stockholders meetings of TOFA or Tongda pursuant to PRC law and the bylaws of TOFA and Tongda.

(b)

Pursuant to the terms of the Lease Agreement, TOFA and Tongda have leased all of the property, plant and equipment of TOFA and Tongda to Dalian Xinding and Dalian Xinding possess the right to use all of such property, plant and equipment during the lease term.

The VIE Agreements each have an initial term of 10 years and may only be extended upon the written agreement of Dalian Xinding. The Company believes that the VIE Agreements provide it with substantial protection and control over the operations of the VIEs.

F-8

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Organization, business and operations (…/Cont’d)

Details of the Company’s subsidiaries and VIEs which are included in these consolidated financial statements are as follows:

		Percentage of
	Place and date of	ownership
Subsidiaries’ names	incorporation	by the Company	Principal activities

Victor Score Limited	BVI May 13, 2010	100%	Intermediate holding company

Apex Wealth Holdings Limited "Apex Wealth"	Hong Kong, People's Republic of of China (“PRC”) February 12, 2010	100% (through Victor Score)	Intermediate holding company

Dalian Xinding New Materials Technology Consultancy Co., Ltd. "Dalian Xinding"	PRC August 18, 2010	100% (through Apex)	Intermediate holding company

VIEs’ names	Place and date of incorporation	Principal activities

Dalian TOFA New Materials Development Co., Ltd. "TOFA"	Liaoning, Dalian, PRC November 12, 1997	Manufacturing and trading of copper coated aluminum wires and its related products.

Dalian Tongda Equipment Technology Development Co., Ltd. "Tongda"	Liaoning, Dalian, PRC January 28, 2008	Manufacturing of wiring equipment and leasing copper coated aluminum wire technology

Panjin TOFA Cable Co., Ltd.	Liaoning, Dalian, PRC June 30, 2011 (90 % through TOFA)	Manufacturing of CCA cables

Zhaodong TOFA Cable Co., Ltd.	Liaoning, Dalian, PRC November 18, 2011 (100% through TOFA)	Sale of CCA and related products

F-9

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Organization, business and operations (…/Cont’d)

The contractual agreements between the Company, TOFA and Tongda have an initial term of 10 years. The parties may mutually seek to extend these agreements upon the expiration of the current term. The Company is not aware of any legal impediments that may affect the renewal of these agreements under current PRC laws. In order for the Company to continue to derive the economic benefits from its interest in operation of TOFA and Tongda, it must renew these contractual agreements. There is no assurance that such contractual agreements will be renewed upon expiration.

Summary of significant accounting policies

Basis of presentation

The accompanying audited consolidated financial statements and related notes have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). The preparation of the consolidated financial statements in accordance with US GAAP requires management of the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Significant items subject to such estimates and assumptions include the recoverability of the carrying amount and the estimated useful lives of long-lived assets; valuation allowances for receivables, realizable values for inventories. Actual results could differ from those estimates.

The consolidated financial statements include all accounts of the Company and its wholly-owned subsidiaries and VIE’s (the “Group”) as disclosed in note 1. All material inter-company balances and transactions have been eliminated.

F-10

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Foreign currency translation

The Company uses United States dollars (“U.S. Dollar” or “US$” or “$”) for financial reporting purposes. The subsidiaries and VIEs within the Company maintain their books and records in their respective functional currency, Chinese Renminbi (“RMB”) and Hong Kong dollars (“HK$”), being the lawful currency in the PRC and Hong Kong, respectively. Assets and liabilities of the subsidiaries are translated from RMB or HK$ into U.S. Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statements of income and comprehensive income and cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income included in the stockholders’ equity section of the balance sheets. The exchange rates used to translate amounts in RMB and HK$ into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows:

	2011	2010

Balance sheet items, except for equity accounts	RMB6.2939=$1	RMB6.6000=$1
	HK$7.7663=$1	HK$7.7810=$1

Items in statements of income and cash flows	RMB6.4475=$1	RMB6.7137=$1
	HK$7.7793=$1	HK$7.7683=$1

There is no assurance that the RMB and HK$ amounts could have been, or could be, converted into U.S. dollars at the above rates.

Consolidation of VIEs

TODA has no direct or indirect legal or equity ownership interest in TOFA and Tongda. However, through the VIE Agreements between Dalian Xinding and the stockholders of TOFA and Tongda, the stockholders of TOFA and Tongda have assigned all their rights as stockholders, including voting rights and disposition rights of their equity interests in TOFA and Tongda to Dalian Xinding, our indirect, wholly-owned subsidiary.

In accordance with Accounting Standards Codification ("ASC") 810-10-15-14, TOFA and Tongda are deemed VIEs for two reasons. First, the equity stockholders of TOFA and Tongda do not significantly enjoy the benefits of income or suffer the consequences of losses. Second, the equity stockholders of TOFA and Tongda do not possess the direct or indirect ability through voting or similar rights to make decisions regarding their activities that have a significant effect on the success of the companies. Therefore, in accordance with ASC 810-10-25-38A, we are deemed to be the primary beneficiary of TOFA and Tongda and the financial statements of TOFA and Tongda are consolidated in our consolidated financial statements.

F-11

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Consolidation of Variable Interest Entities (…/Cont’d)

The Company's Consolidated VIEs - Balance Sheet Classification

	December 31, 2011		December 31, 2010
Assets

Current assets
Cash	$	4,342,750	$	2,383,703
Restricted cash		1,588,840		1,266,667
Accounts receivable		16,440,294		11,825,238
Inventories		12,114,595		5,580,175
Prepaid expenses and other deposits		4,414,947		5,521,916
Due from related companies		1,285,791		787,876
Fixed assets and intangible assets, net		9,693,607		9,028,504
Total assets of consolidated VIEs	$	49,880,824	$	36,394,079

The following table presents the carrying amounts and classification of the third-party liabilities of the consolidated VIEs;

Current liabilities
Bank loans	$	8,918,440	$	7,945,543
Accounts payable		4,678,341		3,706,251
Other liabilities		961,782		1,533,241
Total liabilities of consolidated VIEs	$	14,558,563	$	13,185,035

F-12

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Revenue recognition

The Group generates revenue primarily from manufacturing and trading of copper coated aluminium wire, equipment and its related products and leasing of copper coated aluminium wire technology.

Licensing technology represents the revenue from leasing of several exclusive production technologies, which are internally developed by research and development of the Tongda, to an independent third party. The production technology related to the technical know-how in the production process and has not been registered as patent according to the relevant laws and regulations in the PRC.

Revenue represents the invoiced value of goods sold recognized upon the shipment of goods to customers and the rental income of certain production technology to an independent party. Revenue is recognized when all of the following criteria are met:

Persuasive evidence of an arrangement exists,

ii)

Delivery has occurred and the customer takes ownership and assumes risk of loss or services have been rendered,

iii)

The seller's price to the buyer is fixed or determinable, and

iv)

Collectability is reasonably assured.

Cash

Cash represents cash in banks and cash on hand.

The Company considers all highly liquid investments with original maturities of three months or less to be cash. Substantially all of the cash deposits of the Company are held with financial institutions located in the PRC. Management believes these financial institutions are of high credit quality.

Restricted cash

Restricted cash represents bank deposits held as collaterals for irrecoverable letter of credit.

F-13

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company generally extends unsecured credit to six months to its customers in the ordinary course of business. The Company mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on management's assessment of known requirements, aging of receivables, payment history, the customers' current credit worthiness, and the economic environment. When a specific accounts receivable balance is deemed uncollectible, a charge is taken to statement of income. Recoveries of balances previously written off are reflected as income in the statement of income.

Inventories

Inventories consisting of raw material, work-in-progress and finished goods of copper coated aluminium wire and related products which are stated at the lower of cost or net realizable value. Finished goods comprised of direct materials, direct labor and a portion of overheads. Inventory costs are calculated using a weighted average method of accounting.

Allowances for obsolete, slow-moving and damaged inventory are deducted from the related inventory balances. No provision was made as of December 31, 2011 and 2010.

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value.

The estimated useful lives of the assets are as follows:

	Estimated Life
Buildings	10 - 20
Plant equipment	5 - 10
Office equipment	3 - 5
Motor vehicles	3 - 4

F-14

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Land use right

Land use right represents the prepayments for the use of parcels of land in the PRC where the Company's production facilities are located, and are charged to expense over their respective lease periods of 50 years. According to the laws of the PRC, the government owns all of the land in the PRC. Company or individuals are authorized to use the land only through land use rights leased from the PRC government for a certain period.

Intangible assets

Intangible assets acquired separately and with finite useful lives are carried at costs less accumulated amortization and any accumulated impairment losses. Amortization for intangible assets with finite useful lives is provided on a straight-line basis over their estimated useful lives of 10 years. Alternatively, intangible assets with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses.

Gain or losses arising from derecognition of the intangible asset is measured at the difference between the net disposal proceeds and the carrying amount of the assets and are recognized in the statement of income when the asset is disposed.

Construction in progress

Construction in progress represents property, plant and equipment under construction and pending installation and is stated at cost less accumulated impairment losses, if any.

No provision for depreciation is made on construction in progress until such time as the relevant assets are completed and are available for intended use. When the assets are placed in service, the costs are transferred to property, plant and equipment and depreciated in accordance with the accounting policy of the Company.

Research and development costs

Research and development costs are charged to expense as incurred. Research and development costs mainly consist of remuneration for the research and development staff and material costs for research and development. The Company incurred $298,966 and $171,621 for years ended December 31, 2011 and 2010, respectively.

F-15

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Impairment of long-lived assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of any asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Based on the Company’s assessment, no impairment was recognized as of December 31, 2011 and 2010.

Comprehensive income

The Company has adopted ASC 220, "Comprehensive Income". This statement establishes rules for the reporting of comprehensive income and its components. Comprehensive income consists of net income and foreign currency translation adjustments.

Income taxes

The Company accounts for income taxes under FASB ASC Topic 740 "Income Taxes". Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income in the period that includes the enactment date.

The Company adopted FASB ASC Topic 740, "Income Taxes", which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. As of December 31, 2011 and 2010, there was no amounts that had been accrued with respect of uncertain tax positions.

F-16

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Value added taxes

Sales of the goods in the PRC are subject to the VAT at 17% (Output VAT). Input tax on purchases can be deducted from output VAT. The net amount of VAT receivable from, or payable to, the taxation authority is included in “VAT tax receivables” or “VAT tax payables” in the consolidated balance sheets.

Revenues, expenses and assets are recognized net of the amount of VAT, except:

where the VAT incurred on the purchase of assets or services is not recoverable from the taxation authority, in which case the VAT is recognized as part of the cost of the acquisition of the asset or as part of the expense item as applicable, and

ii)

receivables and payables are stated with the amount of VAT included.

Employee benefits

Salaries, wages, annual bonuses, paid annual leave and staff welfare are accrued in the year in which the associated services are rendered by employees of the Group. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

ii)

Contributions to appropriate local defined contribution retirement schemes pursuant to the relevant labor rules and regulations in the PRC are charged to the cost of sales and general and administrative expenses in the statement of operation as and when the related employee service is provided. The Company incurred $281,476 and $159,411 for the year ended December 31, 2011 and 2010, respectively.

F-17

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Earnings per ordinary share

Basic earnings per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net profit by the weighted average shares outstanding during period. Diluted earnings per ordinary share is calculated by dividing net profit by the weighted average number of ordinary shares used in the basic earnings per share calculation plus the number ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding.

On March 1, 2008 the Company amended the authorized ordinary share capital of the Company from 50,000,000 ordinary shares of $0.0001 par value each to 39,062,500 ordinary shares of $0.0001 par value each. This resulted in every stockholder as of March 1, 2008 receiving 0.78125 ordinary shares for every ordinary share previously held. This was treated as a stock consolidation for US GAAP purposes, and all share and per share data is presented as if the consolidation took place as of the date of inception, September 27, 2006. On March 1, 2008, the Company also amended the authorized preference share capital of the Company from 1,000,000 preference shares of $0.0001 par value each to 781,250 preference shares of $0.000128 par value.

On May 16, 2011, by stockholders' resolution, the Company effected a one for two (1 for 2) stock consolidation of its issued and outstanding ordinary shares and increased the amount of the authorized ordinary shares from 39,062,500 shares to 100,000,000 shares.

At December 31, 2011, there were no potentially dilutive ordinary shares outstanding.

The following table sets forth the computation of basic and diluted net income per ordinary share:

	For the Year Ended December 31,
	2011		2010

Net income attributable to TODA’s shareholders	$	9,948,651	$	10,622,027

Weighted average outstanding shares of ordinary stock		23,731,700		16,419,955
Dilutive effect of convertible preference stock		3,865,256		10,457,195
Dilutive Weighted average outstanding shares		27,596,956		26,877,150

Earnings per ordinary share:
Basic	$	0.42	$	0.65
Diluted	$	0.36	$	0.39

Fair value measurements

FASB ASC Topic 820, “Fair Value Measurement and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

F-18

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Fair value measurements (…/Cont’d)

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 -

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 -

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 -

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

For certain of the Company’s financial instruments, none of which are held for trading purposes, including cash, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

There was no asset or liability measured at fair value on a non-recurring basis as of December 31, 2011 and 2010.

Commitments and contingencies

In the normal course of business, the Group is subject to contingencies, including legal proceedings and claims arising out of the normal course of businesses that relate to a wide range of matters, including among others, product liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter. As management has not become aware of any product liability claims arising from any incident over the year, the Group has not recognized a liability for product liability claims, no contingent liability has been recorded as of December 31, 2011 and 2010.

F-19

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

Summary of significant accounting policies (…/Cont’d)

Economic and political risks

The major operations of the Company are conducted in the PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC's economy may influence the business, financial condition, and results of operations of the Company.

Among other risks, the Company's operations are subject to the risks of restrictions on: the transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations.

Recently issued accounting standards not yet adopted

The Company has reviewed all recently issued, but not effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the result of its operation.

CASH

Cash represents cash in bank and cash on hand. Cash as of December 31, 2011 and 2010 consists of the following:

	2011		2010

Bank balances and cash	$	4,407,246	$	2,431,893

Renminbi is not a freely convertible currency and the remittance of funds out of the PRC is subject to the exchange restrictions imposed by the PRC government.

F-20

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

RESTRICTED CASH

As at December 31, 2011 and 2010 the Company's cash amounting to $1,588,840 and $1,266,667 respectively, were restricted and deposited in certain banks as collateral for notes payable.

ACCOUNTS RECEIVABLE

The majority of the Company's sales are on open credit terms and in accordance with terms specified in the contracts governing the relevant transactions. The Company evaluates the need of an allowance for doubtful accounts based on specifically identified amounts and the management believes to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. Based upon the aforementioned criteria, the Company has determined that no allowance for doubtful accounts is required as of December 31, 2011 and 2010.

INVENTORIES

Inventories are stated at the lower of cost (determined using the weighted average cost) or market value and are composed of the following at:

	2011		2010

Raw materials	$	4,477,678	$	822,027
Work-in-process		278,503		2,560,813
Finished goods		7,358,414		2,197,335
	$	12,114,595	$	5,580,175

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following at:

	2011		2010

Trade deposits to suppliers	$	3,914,548	$	3,878,788
Prepaid staff welfare		-		215,553
Other short term advances to third parties		77,204		1,448,672
Utility and sundry deposits		12,749		22,966
Short term advances to employees		484,276		175,570
	$	4,488,777	$	5,741,549

The other short term advances to third parties are interest free and unsecured. In the opinion of management, the amounts are receivable within the twelve months of the balance sheet date and repayable on demand.

F-21

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

DUE FROM RELATED COMPANIES AND RELATED PARTY TRANSACTIONS

Name	Nature	2011		2010

Shenzhen Tofa Complex Metal Material Co., Ltd. (a)	Account receivable	$	1,285,791	$	775,456
Mr. Yu Chun Song (b)	Cash advance		-		1,515
Mr. Chung Tao Zheng	Cash advance		-		10,905
		$	1,285,791	$	787,876

(a) Shenzhen Tofa Complex Metal Material Co. Ltd is controlled by Chuan Tao Zheng, Chairman, CEO and Shareholder of the Company.

(b) Mr. Song is a former shareholder of TOFA.

The amount due is interest free and unsecured and repayable on demand.

During the year ended December 31, 2011 and 2010, the Company sold goods to and purchased raw material from related parties as follows:

	Year ended December 31,
	2011		2010

Shenzhen Tofa Complex Metal Materials Co., Ltd.

Sales of finished goods:	$	-	$	1,423,123

Purchase of raw materials:	$	1,889,408	$	2,250,520

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consist of the following:

	2011			2010

Buildings	$	963,534		$	918,846
Plant equipment		4,609,100			3,693,032
Office equipment		179,817			163,150
Motor vehicles		634,536			484,513
		6,386,987			5,259,541
Less: Accumulated depreciation		(2,635,328	)		(2,135,683	)
	$	3,751,659		$	3,123,858

Depreciation expense for the years ended December 31, 2011 and 2010 amounted to $395,505 and $197,769 respectively.

The buildings, plant and equipment are pledged as collateral to Shanghai Pudong Development Bank ("SPDB") for the bank loans.

TOFA has the right to use its production plant from 2002 to 2052 under the terms of a Property Certificate issued to TOFA by the Chinese government.

F-22

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

10.

CONSTRUCTION IN PROGRESS

A summary of construction in progress is as follows:

	2011		2010

Balance beginning	$	1,368,351	$	151,060
Additions		241,622		1,191,593
Effect of foreign exchange rate changes		66,549		25,698
	$	1,676,522	$	1,368,351

			Estimated cost
	Balance at		to complete as of		Estimated time
	Dec. 31, 2011		Dec., 31 2012		to complete
Plant	$	1,434,900	$	-	Before Dec 31, 2013
Plant equipment		241,622		-	Before Jun 30, 2012
	$	1,676,522	$	-

No depreciation has been provided for construction in progress.

11.

LAND USE RIGHT

Land use right represents prepaid lease payments to the local government in the PRC for the use of land where the Company's production facilities are located. Land use rights have a 50-year life from January 1, 2007 to December 2056.

The land use right is pledged as collateral to SPDB for the bank loans borrowed by the Company.

Amortization expenses were $6,405 and $6,151 for the years ended December 31, 2011 and 2010, respectively.

As of December 31, 2011, the expected amortization expense of the land use right for each of the next five years and thereafter as follows:

Year ending December 31,
2012	$	6,405
2013		6,405
2014		6,405
2015		6,405
2016		6,405
Thereafter		263,287
	$	295,312

F-23

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

12.

INTANGIBLE ASSET

Intangible asset represents the following:

	2011			2010

Production technology
Cost	$	4,814,185		$	4,590,909
Less: Accumulated amortization		(844,071	)		(342,487	)
Net	$	3,970,114		$	4,248,422

Amortization expenses were $469,949 and $336,687 for the years ended December 31, 2011 and 2010, respectively.

As of December 31, 2011, the expected amortization expense of the intangible asset for each of the next five years and thereafter as follows:

Year ending December 31,
2012	$	469,949
2013		469,949
2014		469,949
2015		469,949
2016		469,949
Thereafter		1,620,369
	$	3,970,114

The Company has reviewed the recoverable amount of the production technology based on value-in-use calculations by discounting future cash flows and no impairment was required as of December 31, 2011 and 2010, respectively.

13.

ACCOUNTS PAYABLE

Accounts payable consist of the following at December 31, 2011 and 2010, respectively:

	At December 31,
	2011		2010

Accounts payable	$	1,500,661	$	1,172,918
Notes payable		3,177,680		2,533,333
		4,678,341		3,706,251

The notes are payable on demand to the Company’s creditors. The creditors have given extended credit terms secured by pledge of the Company’s restricted cash.

F-24

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

14.

BANK LOANS

Bank loans consist of the following:

	2011		2010

Short-term bank loans	$	8,918,440	$	7,945,543

The bank loans as outlined in the following tables are secured by mortgages on the land and buildings, other plant and equipment and personal guarantees of some directors' and third parties. The proceeds of the loans were used to finance the acquisition of property, plant and equipment and working capital of the Company.

The details of the short term bank loans outstanding as of December 31, 2011 are as follows:

	Outstanding loan	Current annualized
Name of bank	amount	interest rate	Nature of loans	Term of loans	Collateral

China CITIC Bank, Dalian Branch ("China CITIC")	US$794,420 (RMB5,000,000)	China Central Bank benchmark annual rate of 6.31% plus 30% (equals to 8.20%)	Term loan	April 1, 2011 to March 30, 2012	Related party and third party guarantees

	US$794,420 (RMB5,000,000)	China Central Bank benchmark annual rate of 6.31% plus 30% (equals to 8.20%)	Term loan	April 1, 2011 to March 23, 2012	Related party and third party guarantees

Shanghai Pudong Development Bank("SPDB")	US$3,165,605 (RMB19,924,000)	China Central Bank benchmark annual rate of 5.85% plus 20% (equals to 7.02%)	Revolving loan	August 5, 2011 to August 1, 2012	Mortgages on land use right, other plant and equipment

Shenzhen Development Bank ("SDB")	US$1,191,630 (RMB7,500,000)	China Central Bank benchmark annual rate of 6.31%	Revolving loan	April 29, 2011 to April 28, 2012	Related party and third party guarantees

	US$1,191,630 (RMB7,500,000)	China Central Bank benchmark annual rate of 6.31%	Revolving loan	April 27, 2011 to April 26, 2012	Related party and third party guarantees

	US$1,246,885 (RMB7,847,771)	LIBOR plus 3 bps (equal to 4.5%)	Export loans	January 27, 2011 to January 26, 2012	Related party and third party guarantees

Industrial and Commercial Bank of China	US$476,652 (RMB3,000,000)	China Central Bank benchmark annual rate of 8.528%	Revolving loan	September 29, 2011 to September 14, 2012	Factoring business on accounts receivable

	US$28,599 (RMB180,000)	China Central Bank benchmark annual rate of 8.528%	Revolving loan	November 16, 2011 to May 15, 2012	N/A

	US$28,599 (RMB180,000)	China Central Bank benchmark annual rate of 7.73%	Revolving loan	November 16, 2011 to May 15, 2012	N/A

F-25

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

14.

BANK LOANS (…/Cont’d)

The details of the short term bank loans outstanding as of December 31, 2010 are as follows:

	Outstanding loan	Current annualized
Name of bank	amount	interest rate	Nature of loans	Term of loans	Collateral

China CITIC	US$757,576 (RMB5,000,000)	China Central Bank benchmark annual rate of 5.31% plus 30% (equals to 6.37%)	Term loan	April 6, 2010 to April 5, 2011	Related party and third party guarantees

	US$757,576 (RMB5,000,000)	China Central Bank benchmark annual rate of 5.31% plus 30% (equals to 6.37%)	Term loan	April 7, 2010 to March 28, 2012	Related party and third party guarantees

SPDB	US$3,212,727 (RMB21,204,000)	China Central Bank benchmark annual rate of 4.86% plus 20% (equals to 5.35%)	Revolving loan	August 12, 2010 to August 9, 2011	Mortgages on land use right, other plant and equipment

					Related party and third party guarantees

SDB	US$1,136,363.5 (RMB7,500,000)	China Central Bank benchmark annual rate of 5.31% plus 10% (equal to 5.84%)	Revolving loan	November 9, 2010 to May 23, 2011	Related party and third party guarantees

	US$1,136,363.5 (RMB7,500,000)	China Central Bank benchmark annual rate of 5.31% plus 10% (equal to 5.84%)	Revolving loan	November 10, 2010 to May 23, 2011	Related party and third party guarantees

	US$944,937 (RMB6,236,586)	LIBOR plus 3 bps (equal to 2.4%)	Export loans	November 24, 2009 to November 23, 2010 and renewed until May 2011	Related party and third party guarantees

Interest expenses for the years ended December 31, 2011 and 2010 amounted to $676,029, and $381,564 respectively. There was no interest capitalized for the years ended December 31, 2011 and 2010.

F-26

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

15.

ACCRUED LIABILITIES AND OTHER PAYABLES

Accrued liabilities and other payables consist of the following:

	2011		2010

Accrued staff welfare and other payables	$	1,216,551	$	632,110

Other payables consist of amounts owed by the Company to various unrelated entities that are incurred in the normal course of business operations. These liabilities do not carry any interest rate and will be repayable on demand.

16.

OTHER INCOME

Other income consists of the following:

	Year ended December 31,
	2011		2010

Interest income	$	45,411	$	31,627
Sale of raw materials		-		63,610
Foreign exchange gain		107,965		-
Subsidy income		194,153		-
Sundry income		6,910		-
	$	354,439	$	95,237

17.

ORDINARY SHARES

As detailed in Note 1, in March 2011, in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, the Company issued an aggregate of 32,839,910 ordinary shares to the Victor Score's Stockholders in connection with the reverse merger.

The Company effected a 1 for 2 reverse stock split, effective May 15, 2011. After the reverse stock split, there were 17,322,805 ordinary shares outstanding. On May 16, 2011, 104,572 preference shares were converted into 10,457,195 ordinary shares. As a result, a total of 27,780,000 ordinary shares were outstanding as of May 16, 2011 and December 31, 2011.

F-27

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

18.

PREFERENCE SHARES

The Company is authorized to issue 781,250 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

As detailed in Note 1, in March 2011, in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, the Company issued 104,572 preference shares to one of the Victor Score Stockholders. Each share of these preference shares have 100 ordinary shares voting right and is convertible 100 ordinary shares. On May 16, 2011, immediately following the approval of a one-for-two reverse stock split, the preference shares were converted into 10,457,195 ordinary shares of the Company. There was no preference share issued and outstanding as of December 31, 2011.

19.

STATUTORY RESERVES

The Company's VIEs incorporated in the PRC are required on an annual basis to make appropriations to the statutory reserve based on after-tax net earnings at certain percentage of after-tax profit determined in accordance with PRC regulations.

The statutory reserve requires annual appropriations of 10% of after-tax profit (as determined at each year-end and after setting off against any accumulated losses from prior years) until such fund has reached 50% of VIEs' registered capital. Appropriation to the statutory reserve fund must be made before distribution of dividends to stockholders. The statutory reserve fund can only be used for specific purposes, such as setting off the accumulated losses, enterprise expansion or increasing the registered capital.

For the years ended December 31, 2011 and 2010, the Company's VIEs contributed $1,054,278 and $ 1,108,980 to statutory reserve respectively.

F-28

TODA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(IN US DOLLARS)

20.

BUSINESS SEGMENTS

Business segment reporting - by product

The Company has two reportable business segments: Manufacturing and trading of bimetallic composite wire products and its related products ("Bimetallic Composite Wire Products"), and manufacturing of wiring equipment and leasing copper coated aluminium wire technology ("Wiring Equipment').

The following tables set forth the Company's two main segments:

	Bimetallic composite
	wire products			Wiring equipment			Corporate and other			Consolidated Total
Year ended December 31, 2011
Product sales
Sales to third parties	$	47,175,147		$	4,518,588		$	-		$	51,693,735
Sales to related parties		-			-			-			-
Licensing technology		-			775,494			-			775,494
		47,175,147			5,294,082			-			52,469,229

Cost of sales
Sales to third parties		(35,185,078	)		(1,889,496	)		-			(37,074,574	)
Sales to related parties		-			-			-			-
Licensing technology		-			(53,760	)		-			(53,760	)
		(35,185,078	)		(1,943,256	)		-			(37,128,334	)
Gross profit		11,990,069			3,350,826			-			15,340,895
Selling and distribution expenses		(522,318	)		(83,953	)		-			(606,271	)
Administrative and other expenses		(1,238,401	)		(635,872	)		(788,322	)		(2,662,595	)
Operating income/(loss)		10,229,350			2,631,001			(788,322	)		12,072,029
Other income		270,859			83,580			-			354,439
Interest expenses

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