QINGDAO
FOOTWEAR, INC.
269 First
Huashan Road
Jimo
City, Qingdao, Shandong, PRC
86-0532-86595999
December
6, 2010
BY EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E., Mail Stop 3720
Washington,
D.C. 20549-7010
Attention:
Mr. John Reynolds
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Re:
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Qingdao
Footwear, Inc.
Registration
Statement on Form S-1
Filed
May 21, 2010
File
No. 333-167003
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Ladies
and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, Qingdao Footwear, Inc. (the
“Registrant”) hereby applies to withdraw the Registration Statement on Form S-1
initially filed with the SEC on May 21, 2010 (File No. 333-167003), and amended
on August 3, 2010 (the “Registration Statement”). We respectfully request that
the SEC issues an order granting the withdrawal of the Registration Statement,
and all exhibits thereto, as soon as reasonably possible.
The
Registrant is requesting the withdrawal of the Registration Statement because
the Registrant has decided not to pursue a public offering of its securities at
this time due to market conditions. The Registration Statement was not declared
effective by the Commission and none of the Registrant’s securities were sold
pursuant to the Registration Statement. The Registrant believes that the
withdrawal of the Registration Statement is consistent with the public interest
and the protection of investors, as contemplated by Rule 477.
The
Registrant acknowledges that no refund will be made for fees paid to the
Commission in connection with the filing of the Registration Statement. However,
the Registrant requests, in accordance with Rule 457(p) under the Act, that all
fees paid to the Commission in connection with the filing of the Registration
Statement be credited to the Registrant’s account to be offset against the
filing fee for any future registration statement or registration statements of
the Registrant or an affiliate. Registrant may undertake a subsequent private
offering in reliance on Securities Act Rule 155(c).
If you
have questions regarding the foregoing application for withdrawal, please
contact Ryan Nail at The Crone Law Group, outside counsel to the Registrant, at
(415) 955-8900. We thank you in advance for your prompt
consideration.
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Very
truly yours,
QINGDAO
FOOTWEAR, INC.
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By:
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/s/Tao Wang
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Tao
Wang
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Chief
Executive Officer
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