UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K/A


Amendment
No. 1




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




For the
fiscal year ended: June 30, 2008





OR





 ̈
              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: 000-51908




SUTOR
TECHNOLOGY GROUP LIMITED


(Exact
name of registrant as specified in its charter)




Nevada
              87-0578370(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer Identification
Number)





No 8,
Huaye Road, Dongbang Industrial Park


Changshu,
China, 215534





(Address
of principal executive office and zip code)




(86)
512-52680988


(Registrant’s
telephone number, including area code)




Securities registered pursuant to
Section 12(b) of the Act:Common Stock, par
value $0.0001




Securities
registered pursuant to Section 12(g) of the Act: None




Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes ̈Nox





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes ̈Nox





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


Yes xNo  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).


Yes  ̈No  ̈





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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “large
accelerated filer,” “accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer  ̈
            
            Accelerated filer  ̈
            
            Non-accelerated filer  ̈
            
            Smaller reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).




Yes ̈Nox




As of
December 31, 2007, the aggregate market value of the shares of the Registrant’s
common stock held by non-affiliates (based upon the closing price of such shares
as reported on the Nasdaq) was approximately $32 million. Shares of the
Registrant’s common stock held by each executive officer and director and each
by each person who owns 10 percent or more of the outstanding common stock have
been excluded in that such persons may be deemed to be affiliates of the
Registrant. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.




As of
September 26, 2008, there were 37,955,602 shares of the Registrant’s common
stock outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE:




None.





Explanatory
Note




This
Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended June
30, 2008 of Sutor Technology Group Limited (the “Company”)
is being filed to (i) correct a clerical error with respect to the titles held
by our Chief Financial Officer, Yongfei Jiang, and (ii) correct disclosure
regarding compensation paid to our independent directors during the fiscal year
ended June 30, 2008.





In
disclosure made in Part III, Item 10 of the Company’s Annual Report on Form 10-K
for the fiscal year ended June 30, 2008, filed with the SEC on September 26,
2008 (the “Original
Filing”), the Company mistakenly identified Mr. Jiang as a member of the
Company’s Board of Directors.  Similarly, the signature page to the
Original Filing also identified Mr. Jiang as a Director, when in fact he only
signed the Original Filing in his capacity as the Company’s Chief Financial
Officer (Principal Financial and Accounting Officer).





In the
table under the heading “Director Compensation – 2008” of the Original Filing,
the Company mistakenly disclosed the total annual director compensation as
agreed to with each of its independent directors as opposed to compensation
actually earned during the fiscal year ended June 30, 2008.  This for
10-K/A correctly states the compensation actually earned by each of our
independent directors from February 2008, when they each began their service on
the Company’s board of directors, through June 30, 2008.





For
purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, each item of the Original Filing
that was affected by the restatement has been amended and restated in its
entirety.  Unless otherwise indicated, this report speaks only as of
the date of the Original Filing.  No attempt has been made in this
Form 10-K/A to update other disclosures presented in the Original
Filing.  This Form 10-K/A does not reflect events occurring after the
date of the Original Filing or modify or update those disclosures, including the
exhibits to Original Filing affected by subsequent events; however, this Form
10-K/A includes as exhibits 31.1, 31.2, 32.1 and 32.2 new certifications by the
Company’s Chief Executive Officer and Chief Financial Officer.





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Directors
and Executive Officers




The
following sets forth the name and position of each of our current executive
officers and directors.




Name
              
              Age
              
              PositionLifang
      Chen
              
              36
              
              Chairman
      of the board of directors, Chief Executive Officer and
      PresidentYongfei
      Jiang
              
              30
              
              Chief
      Financial Officer, Treasurer and SecretaryXun
      Zhang
              
              38
              
              Chief
      Technology OfficerCarl
      Mudd
              
              64
              
              DirectorGuoyou
      Shao
              
              58
              
              DirectorXinchuang
      Li
              
              44
              
              Director





Lifang Chen. Ms. Chen became
our Chairman on February 1, 2007 and our chief executive officer and president
in May 2008. She has been the Chairman of our subsidiary Sutor BVI since August
2007. Since June 2001, Ms. Chen has also served as the Vice President of
Shanghai Huaye. From September 1993 to May 2001, Ms. Chen served as the director
of the civil administrative bureau of Xiaoshan District, Hangzhou city. She has
extensive experience in enterprise management and received a doctorate degree in
Business Management from Century University of America in 2004.





Yongfei Jiang. Mr. Jiang
became our Chief Financial Officer, Treasurer and Secretary on February 1, 2007,
and has been the Chief Financial Officer of Changshu Huaye since 2005. From 2002
to 2005, Mr. Jiang served as the finance manager of Guangzhou Huaye Trading Co.,
Ltd., a subsidiary of Shanghai Huaye, where he was responsible for the financial
and capital management. From 1999 to 2002, Mr. Jiang worked as the finance
manager at Zhejiang Guotai Seal Material Co. Ltd., an equipment manufacturer.
Mr. Jiang has 8 years of experience in corporate accounting and finance. He has
a MBA from Hong Kong Industrial and Commercial College.





Xun Zhang. Mr. Zhang became
our Chief Technology Officer on June 18, 2007. Prior to his appointment as our
Chief Technology Officer, Mr. Zhang had worked as our Chief Project Engineer
since April 2005. He was responsible for the bidding, design examination,
assembling and testing of the acid pickling, acid regeneration and cold-rolled
steel production lines of our subsidiary Jiangsu Cold-Rolled. He was also
responsible for the drafting of technical procedure of various production lines
and staff training. From 1995 to 2005, he worked as the Deputy Chief Engineer at
the project department of Baoshan Iron & Steel Co., Ltd. Mr. Zhang has a
bachelor’s degree in engineering from Huanzhong University of Science and
Technology.




A. Carl Mudd. Mr. Mudd has
served as our directors since February 2008. Mr. Mudd has extensive operational
and financial management experience in domestic and international,
multi-location, manufacturing, distribution and retail businesses, both publicly
held and privately owned. He has spent the past 15 years consulting with and
mentoring CEOs and Boards of Directors of major companies on global strategy,
business processes and international operations, including six years based in
Hong Kong with clients in the PRC, Hong Kong, Sri Lanka and Singapore. Mr. Mudd
is currently the Chairman of the Audit Committee of Shengda Tech, Inc., a NASDAQ
listed publicly traded manufacturer and supplier of nano precipitated carbonated
calcium for tires, plastics, paints and papers in China. Mr. Mudd is a Certified
Public Accountant, holds a Bachelor’s of Business Administration - Accounting,
from St. Edward’s University and recently was awarded a Certificate of Director
Education by The NACD Corporate Directors Institute.





Guoyou
Shao.  Mr. Shao has served as our director since February 2008.
Since April 2003, Mr. Shao has served as Board Chairman of Fortis Haitong
Investment Management Co., Ltd., one of the first sino-foreign joint ventures
specializing in fund management to gain approval in China Prior to this, Mr.
Shao served as Manager of the Investor Relations Department of Haitong
Securities Co. Ltd. since July 1998. Mr. Shao has extensive securities
investment and asset management experience and holds a Master’s degree in
Business Administration from Hong Kong Science Management
Institute.




Xinchuang Li. Mr. Li became our
director in February 2008. Since 2008 Mr. Li has served as the Executive
Director of China Metallurgical Industry Planning & Research Institute
(CMIPRI) in Beijing. From 2002 to 2008, Mr. Li served as the Vice Director and
Chief Engineer of CMIPRI. From 1998 to 2002, Mr. Li served as the Vice-Chief
Engineer of CMIPRI. Mr. Li has significant experience in the operations of
companies engaged in steel production with a particular focus and specialization
in the operations, planning and strategic focus of companies operating in the
Chinese steel industry. Mr. Li holds a Master’s degree in Business
Administration from Fordham University and Beijing University.


There are
no agreements or understandings for any of our executive officers or director to
resign at the request of another person and no officer or director is acting on
behalf of nor will any of them act at the direction of any other
person.





Directors
are elected until their successors are duly elected and qualified.





Board
Composition and Committees




Our board
of directors is comprised of Lifang Chen, Carl Mudd, Guoyou Shao, and Xinchuang
Li. Carl Mudd, Guoyou Shao, and Xinchuang Li each serve on our board of
directors as an “independent director” as defined by Rule 4200(a)(15) of the
Marketplace Rules of The Nasdaq Stock Market, Inc., or the “Nasdaq Marketplace
Rules.” The board of directors has determined that Carl Mudd possesses the
accounting or related financial management experience that qualifies him as
financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the Nasdaq
Marketplace Rules and that he is an “audit committee financial expert” as
defined by the rules and regulations of the SEC.





Our board
of directors currently has three standing committees which perform various
duties on behalf of and report to the board of directors: (i) audit committee,
(ii) compensation committee and (iii) governance and nominating committee. Each
of the three standing committees is comprised entirely of independent directors.
From time to time, the board of directors may establish other
committees.





Audit
Committee





Our board
of directors established an audit committee in February 2008. Our audit
committee consists of three members: Carl Mudd, Guoyou Shao, and Xinchuang Li,
each of whom is “independent” as that term is defined under the Nasdaq
Marketplace Rules. Our audit committee oversees our accounting and financial
reporting processes and the audits of the financial statements of our company.
Mr. Mudd serves as our audit committee financial expert as that term is defined
by the applicable SEC rules.





Our audit
committee is responsible for, among other things:





·
            selecting our independent
      auditors and pre-approving all auditing and non-auditing services
      permitted to be performed by our independent
    auditors;


·
            reviewing with our independent
      auditors any audit problems or difficulties and management’s
      response;


·
            reviewing and approving all
      proposed related-party transactions, as defined in Item 404 of Regulation
      S-K under the Securities Act of 1933, as
  amended;





·
            discussing the annual audited
      financial statements with management and our independent
      auditors;


·
            reviewing major issues as to the
      adequacy of our internal controls and any special audit steps adopted in
      light of significant internal control
  deficiencies;


·
            annually reviewing and
      reassessing the adequacy of our audit committee
      charter;


·
            such other matters that are
      specifically delegated to our audit committee by our board of directors
      from time to time;


·
            meeting separately and
      periodically with management and our internal and independent auditors;
      and


·
            reporting regularly to the full
      board of directors.





Compensation
Committee





Our board
of directors established a compensation committee in February 2008. Our
compensation committee consists of three members: Carl Mudd, Guoyou Shao, and
Xinchuang Li, each of whom is “independent” as that term is defined under the
Nasdaq Marketplace Rules. Mr. Shao serves as the chairman of our compensation
committee. Our compensation committee assists the board of directors in
reviewing and approving the compensation structure of our directors and
executive officers, including all forms of compensation to be provided to our
directors and executive officers. Our Chief Executive Officer may not be present
at any meeting of our compensation committee during which her compensation is
deliberated.





·
            Our compensation committee is
      responsible for, among other
things:


·
            approving and overseeing the
      compensation package for our executive
  officers;


·
            reviewing and approving corporate
      goals and objectives relevant to the compensation of our Chief Executive
      Officer,


·
            evaluating the performance of our
      Chief Executive Officer in light of those goals and objectives, and
      setting the compensation level of our Chief Executive Officer based on
      this evaluation; and


·
            reviewing periodically and making
      recommendations to the board of directors regarding any long-term
      incentive compensation or equity plans, programs or similar arrangements,
      annual bonuses, employee pension and welfare benefit
      plans.




Governance and Nominating
Committee





Our board
of directors established a governance and nominating committee in February 2008.
Our governance and nominating committee consists of three members: Carl Mudd,
Guoyou Shao, and Xinchuang Li, each of whom is “independent” as that term is
defined under the Nasdaq Marketplace Rules. Mr. Li serves as the chairman to our
governance and nominating committee. The governance and nominating committee
assists the board of directors in identifying individuals qualified to become
our directors and in determining the composition of the board of directors and
its committees.





Our
governance and nominating committee is responsible for, among other
things:





·
            identifying and recommending to
      the board of directors nominees for election or re-election to the board
      of directors, or for appointment to fill any
    vacancy;


·
            reviewing annually with the board
      of directors the current composition of the board of directors in light of
      the characteristics of independence, age, skills, experience and
      availability of service to us;
and


We
recognize that transactions between us and any of our directors or executive
officers can present potential or actual conflicts of interest and create the
appearance that our decisions are based on considerations other than the best
interests of our stockholders.





Family
Relationships





There are
no family relationships among our directors or officers.





Involvement
in Certain Legal Proceedings





To the
best of our knowledge, 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 five 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
“Transactions with Related Persons, Promoters and Certain Control Persons;
Corporate Governance,” 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.





Section
16(A) Beneficial Ownership Reporting Compliance





Under
U.S. securities laws, directors, certain executive officers and persons holding
more than 10% of our common stock must report their initial ownership of the
common stock, and any changes in that ownership, to the SEC.  The SEC has
designated specific due dates for these reports. Based solely on our review of
copies of such reports filed with the SEC by and written representations of our
sole director and executive offers, we believe that our directors and executive
offers filed the required reports on time in 2008 fiscal year.





Code
of Ethics




On
January 31, 2007, our board of directors adopted a new code of ethics that
applies to all of our directors, officers and employees, including our principal
executive officer, principal financial officer and principal accounting officer.
The new code replaces our prior code of ethics that applied only to our
principal executive officer, principal financial officer, principal accounting
officer or controller and any person who performed similar functions, and
addresses, among other things, honesty and ethical conduct, conflicts of
interest, compliance with laws, regulations and policies, including disclosure
requirements under the federal securities laws, confidentiality, trading on
inside information, and reporting of violations of the code.  A copy of the
Code of Ethics has been filed as Exhibit 14 to our current report on Form 8-K,
filed on February 2, 2007.





ITEM
      11.
            EXECUTIVE
      COMPENSATION




Summary
Compensation Table





The
following table sets forth information concerning all compensation awarded to,
earned by or paid to our Chief Executive Officer for services during the last
two fiscal years in all capacities to us, our subsidiaries and predecessors. No
other executive officer received compensation of $100,000 or more for the year
ended June 30, 2008.




Name and Principal
                                    Position
                                  
                                  Year
                                  
                                  Salary
                                    ($)
                                  
                                  
                                  Bonus
                                    ($)
                                  
                                  
                                  Stock
                                    Awards
                                    ($)
                                  
                                  
                                  Total
                                    ($)Lifang
      Chen, CEO*
                                  
                                  2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -2007
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Liuhua
      Guo, former CEO*
                                  
                                  2008
                                  
                                  
                                  88,568
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  88,5682007
                                  
                                  
                                  70,424
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  70,424


* Mr. Guo
resigned as our CEO in May 2008 and Ms. Chen was appointed as a replacement to
Mr. Guo.





Employment
Contracts





Currently,
we do not have an employment agreement with our CEO, Ms. Lifang
Chen.








Retirement
Benefits





Currently,
we do not provide any employees, including our named executive officers any
company sponsored retirement benefits other than a state pension scheme in which
all of our employees in China participate.





Payment
Upon Termination or Change-in Control




The
Company does not have change-in-control arrangements with any of its executive
officers, and the Company is not obligated to pay severance or other enhanced
benefits to executive officers upon termination of their
employment.





Director
Compensation - 2008





The
following table sets forth information concerning all compensation paid to our
non-employee directors for services rendered in all capacities for the year
ended June 30, 2008.




Name
                      
                      Fees Earned or
                        Paid in Cash ($)
                      
                      Total Compensation ($)Carl
      Mudd
                      
                      
                      32,500
                      
                      32,500Guoyou
      Shao
                      
                      
                      8,572
                      
                      8,572Xinchuang
      Li
                      
                      
                      8,572
                      
                      8,572





In
February 2008, we entered into agreements with each of the independent
directors. Under the terms of the agreements, Mr. Mudd is entitled to $65,000,
Mr. Shao is entitled to RMB 120,000 (approximately $17,143) and Mr. Li is
entitled to RMB 120,000 (approximately $17,143) as annual compensation for their
service as independent directors, and as chairpersons of various board
committees, as applicable. Mr. Mudd’s compensation is greater because he has
greater responsibilities as the Audit Committee Chairman. Under the terms of the
agreements, the independent directors are entitled to indemnification for
expenses, judgments, fines, penalties or other amounts actually and reasonably
incurred by the independent directors in connection with any proceeding if the
independent director acted in good faith and in our best interests. The Company
also reimburses our directors for reasonable travel expenses related to
attendance at board and committee meetings.





Additionally,
on February 4, 2008, we entered into Indemnification Agreements with each of
Messrs. Mudd, Shao and Li.  Under the terms of these Indemnification
Agreements, the Company agreed to indemnify the independent directors against
expenses, judgments, fines, penalties or other amounts actually and reasonably
incurred by the independent directors in connection with any proceeding (other
than a Proceeding by or in the right of the Company) if the independent director
acted in good faith and in the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe the
independent director’s conduct was unlawful.  The Company also agreed
to pay any such expenses to an independent director in advance of the final
disposition of any such proceeding if the director agrees to repay such amount
to the extent it is ultimately determined they are not entitled to
indemnification; provided, however, that the Company is not obligated to make
any such advance payment if the board of directors determines, in its sole
discretion, that it does not appear that such director has met the standards of
conduct which make it permissible under applicable law to indemnify such
director, and that the advancement of expenses would not be in the best
interests of the Company and its stockholders.





Limitation
of Liability and Indemnification of Officers and Directors




Our
bylaws provide for the indemnification of our present and prior directors and
officers or any person who may have served at our request as a director or
officer of another corporation in which we own shares of capital stock or of
which we are a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any actions, suits or proceedings in
which they, or any of them, are made parties, or a party, by reason of being or
having been director(s) or officer(s) of us or of such other corporation, in the
absence of negligence or misconduct in the performance of their duties. This
indemnification policy could result in substantial expenditure by us, which we
may be unable to recoup.







Insofar
as indemnification by us for liabilities arising under the Securities Exchange
Act of 1934, as amended, may be permitted to our directors, officers and
controlling persons pursuant to provisions of the Articles of Incorporation and
Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy and is, therefore, unenforceable. In
the event that a claim for indemnification by such director, officer or
controlling person of us in the successful defense of any action, suit or
proceeding is asserted by such director, officer or controlling person in
connection with the securities being offered, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.




At the
present time, there is no pending litigation or proceeding involving a director,
officer, employee or other agent of ours in which indemnification would be
required or permitted. We are not aware of any threatened litigation or
proceeding which may result in a claim for such
indemnification.





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




SUTOR
      TECHNOLOGY GROUP LIMITEDBy:
                /s/ Lifang ChenLifang
      ChenChief
      Executive OfficerDate:
      May 13, 2009




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company in the capacities
and on the dates indicated.




Each
person whose signature appears below hereby authorizes Lifang Chen as
attorney-in-fact to sign on his behalf, individually, and in each capacity
stated below, and to file all amendments and/or supplements to this annual
report on Form 10-K.




Signature
              
              Capacity
              
              Date/s/ Lifang Chen
              
              Chief
      Executive Officer (Principal Executive
              
              May
      13, 2009Lifang
      Chen
              
              Officer)/s/ Yongfei Jiang
              
              Chief
      Financial Officer (Principal Financial Officer
              
              May
      13, 2009Yongfei
      Jiang
              
              and
      Principal Accounting Officer)/s/ Carl MuddCarl
      Mudd
              
              Director
              
              May
      13, 2009/s/ Guoyou ShaoGuoyou
      Shao
              
              Director
              
              May
      13, 2009/s/ Xinchuang LiXinchuang
      Li
              
              Director
              
              May
      13, 2009