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
AND EXCHANGE ACT OF 1934
Date
of report (date of earliest event reported): August 2, 2010
QINGDAO
FOOTWEAR, INC.
(Formerly
Datone, Inc.)
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53075
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16-1591157
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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269
First Huashan Road
Jimo
City, Qingdao, Shandong, PRC
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 86-532-86595999
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT
REPORT OR COMPLETED INTERIM REVIEW.
First Non-Reliance
Determination
On August
2, 2010, the Board of Directors of the Registrant concluded that the unaudited
consolidated financial statements included in the Registrant’s Quarterly Report
on Form 10-Q for the three months ended March 31, 2010, originally filed with
the Securities and Exchange Commission on May 10, 2010 (the “Original Filing”),
should no longer be relied upon due to an understatement of the Registrant’s
general and administrative expenses. Specifically, the Registrant determined
that its general and administrative expenses were understated by $442,611 for
the three month period ended March 31, 2010 due to the fact that
compensation expense related to shares transferred by a shareholder to certain
service providers upon the closing of the Registrant’s reverse merger on
February 12, 2010 were not recorded in the Original Filing.
Management
and the Registrant’s Board of Directors discussed this matter with the
Registrant’s independent registered public accounting firm.
On August
3, 2010, the Registrant filed an amended Quarterly Report on Form 10-Q for the
three months ended March 31, 2010 to correct the error described
above.
Second Non-Reliance
Determination
On
October 12, 2010, the Board of Directors of the Registrant concluded that the
Registrant failed to recognize significant tax liabilities (including value
added tax and income taxes), which liabilities are expected to have a material
impact on the Company's balance sheets, statements of cash flows and statement
of shareholders' equity.
As a
result, the Company's previously filed financial statements cannot be relied
upon for the years ended December 31, 2008 and 2009 and the periods ended March
31 and June 30, 2010. Specifically, the Registrant determined that its taxes
payable were understated by $11,369,569 due to the fact that the Company may
have liability for VAT and income taxes from prior years.
Management
and the Registrant’s Board of Directors discussed this matter with the
Registrant’s independent registered public accounting firm.
The
Registrant filed is currently working with the Registrant’s independent
registered public accounting firm to amend the filings to correct the error
described above.
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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QINGDAO
FOOTWEAR, INC.
By:
/s/ Tao Wang
Tao
Wang
Chief
Executive Officer
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Dated:
October 14, 2010