8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):        January 21, 2011

CHANGDA INTERNATIONAL HOLDINGS, INC.

 (Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	0-53566  (Commission File Number)	98-0521484  (I.R.S. Employer Identification No.)
10th Floor Chenhong Building No. 301 East Dong Feng Street Weifang, Shandong, People’s Republic of China 261041
[Missing Graphic Reference] (Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: +86 1586 311 1662

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01      Entry into a Material Definitive Agreement

As previously reported, on February 3, 2010, Changda International Holdings, Inc. (the “Company”) issued promissory notes in the aggregate principal amount of $900,000 to certain accredited investors (the “February 2010 Notes”).  The February 2010 Notes bear interest at 20% and matured on August 3, 2010 (the “Maturity Date”).  On August 3, 2010, holders of an original aggregate of $200,000 of February 2010 Notes (the “200K Holders”) entered into an agreement with the Company pursuant to which the Maturity Date of the February 2010 Notes held by the 200K Holders was extended until December 1, 2010 (the “December 2010 Maturity Date”).   On December 7, 2010, the 200K holders entered into a subsequent agreement with the Company pursuant to which the December 2010 Maturity Date of the February 2010 Notes held by such persons has been further extended until January 21, 2011 (the “January 2011 Maturity Date”).

On January 21, 2011, the holder of an original aggregate of $150,000 of February 2010 Notes (the “150K Holder”) entered into an agreement with the Company pursuant to which the January 2011 Maturity Date of the February 2010 Notes held by such person has been further extended until March 31, 2011 (the “New Maturity Date”), provided, however,  the Holder shall have right to convert its principal amount of February 2010 Notes then outstanding, plus accrued but unpaid interest thereon (which is currently equal to a rate of 25% per annum) (the “Owed Amount”), at its sole option, into such number of shares of the Company’s common stock which is equal to the Owed Amount divided by 0.75.  No fractional shares of the Company’s common stock will be issued upon such conversion and all fractional shares shall be rounded up to the nearest whole share.

The Company is currently continuing to work on making further arrangements to honor the remaining obligations under the February 2010 Notes, either from its PRC operating subsidiaries or otherwise, however, there can be no assurance that any such arrangements will ever materialize or be permissible or sufficient to cover any or all of the obligations under the February 2010 Notes.

The foregoing information is a summary of the agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K.  Readers should review this agreement for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01      Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Letter Agreement, dated January 21, 2011 by and between Changda International Holdings, Inc. and certain holders of the February 2010 Notes

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SIGNATURE

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

	CHANGDA INTERNATIONAL HOLDINGS, INC.
Dated:  January 27, 2011	By:	/s/ QingRan Zhu
		QingRan Zhu
		Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

CHANGDA INTERNATIONAL HOLDINGS, INC.

10th Floor Chenhong Building

No. 301East Dong Feng Street

Weifang, Peoples Republic of China

January 21, 2011

To the Holders of the 20% Promissory Notes:

Reference is made to that certain 20% Promissory Note due August 3, 2010 (the “February 2010 Notes”) between Changda International Holdings, Inc. (“Changda” or the “Company”) and the Holders signatory thereto (each a “Holder” and collectively, the “Holders”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the February 2010 Notes.

The Maturity Date of the February 2010 Notes was originally August 3, 2010 (the “Maturity Date”). On August 3, 2010, the undersigned holders entered into an agreement with the Company pursuant to which the Maturity Date of the February 2010 Notes held by the undersigned was extended until the earlier of (i) December 1, 2010 or (ii) 5 business days after the closing of the Company’s public offering of its equity and/or debt securities (the “December 2010 Maturity Date”).  On December 7, 2010, the undersigned holders entered into an agreement  with the Company pursuant to which the Maturity Date of the February 2 010 Notes held by the undersigned was extended until January 21, 2011, provided, however, that if the Company did not repay all amounts due and payable under the February 2010 Notes on or before December 21, 2010, then beginning on December 21, 2010 and ending on January 21, 2011, the Holder shall have right to convert their respective principal amount of February 2010 Notes then outstanding, plus accrued but unpaid interest thereon, at their sole option, into such number of shares of the Company’s common stock which is equal to the Owed Amount divided by 0.75 (the “January 2011 Maturity Date”).

By way of this Letter, the undersigned Holders and the Company hereby agree that the January 2011 Maturity Date shall be extended until March 31, 2011 (the “New Maturity Date”), provided, however, that the Holder shall have right to convert their respective principal amount of February 2010 Notes then outstanding, plus accrued but unpaid interest thereon (which is currently equal to a rate of 25% per annum) (the “Owed Amount”), at their sole option, into such number of shares of the Company’s common sto ck which is equal to the Owed Amount divided by 0.75.  No fractional shares of the Company’s common stock will be issued upon such conversion and all fractional shares shall be rounded up to the nearest whole share.

The Company acknowledges the February 2010 Notes may be assigned any Holder provided that if the Holder intends to transfer his respective February 2010 Note, the Holder shall surrender his respective February 2010 Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new February 2010 Note, registered as the Holder may request, representing the outstanding principal amount being transferred by the Holder and, if less then the entire outstanding principal amount is being transferred, a new February 2010 Note will be issued to the Holder representing the outstanding principal amount not being transferred.

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The Company also acknowledges that any further repayment of any principal and/or accrued but unpaid interest under the February 2010 Notes shall be made pari passu amongst the Holders of the February 2010 Notes then outstanding.

Except as expressly set forth herein, this letter shall not by implication or otherwise (a) limit in any manner whatsoever the Company’s obligation to comply with, and the undersigned’s right to insist on the Company’s compliance with, each and every term of the February 2010 Notes and the other documents issued in connection with the February 2010 Notes, or (b) constitute a waiver of any default or Event of Default or any right or remedy available to the undersigned, or of the Company’s obligation to pay and perform all of its obligations, in each such case whether arising under the February 2010 Notes, or, any other related agreements, applicable law and/or in equity, all of which rights and remedies are hereby expressly reserved, are not waived and may be exerc ised at any time, and none of which obligations are waived.  Except as provided herein, nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the February 2010 Notes in similar or different circumstances.

This letter constitutes the entire agreement between the Company and the Holder with respect to the matters covered hereby and thereby and supersedes all previous written, oral or implied understandings among them with respect to such matters.  The terms set forth in this waiver may not be amended without the prior written consent of each of the Company and Holder.

This letter may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

CHANGDA INTERNATIONAL HOLDINGS, INC.
By:	/s/ QingRan Zhu
Name:	QingRan Zhu
Title:	Chief Executive Officer

AGREED AND ACKNOWLEDGED:

EAGLEBROOK SCHOOL

By:	/s/ Eric Malloy
Name:	Eric Malloy
Title:	Business Manager

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