UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
 Washington,
DC 20549
 
 FORM
10-K/A
 (Amendment
No. 2)
 
 x           ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For
the fiscal year ended May 31, 2009
 
 o            TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the
transition period from   to.
 
 Commission File No.
333-132429
 
 SOKO FITNESS & SPA
GROUP, INC.
 (Exact
Name of Registrant as Specified in Its Charter)
 
 Delaware
              
              80-0122921(State
      or Other Jurisdiction
                of  Incorporation
      or Organization)
              
              (I.R.S.
      Employer Identification No.)
 
 No.194,Guogeli
      Street, Harbin,
                Heilongjiang
      Province, China 150001
              
              011-86-451-87702255(Address
      of Principal Executive Offices, including zip code)
              
              (Registrant’s
      Telephone Number, Including Area
Code)
 
 Securities
registered under Section 12(b) of the Exchange Act:  None
 
 Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par
value
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. o
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.o
 
 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.
 YesþNoo
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).     o
 
 Indicate
by check mark if disclosure of delinquent filers 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’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.o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act (check one):
 
 Large
      accelerated filer  o
              
              Accelerated
      filer  oNon-accelerated
      filer    o(Do not check if
      a smaller reporting company)
              
              Smaller
      reporting company   þ
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 YesoNoþ
 
 On August
27, 2009, 17,000,000 shares of the registrant’s common stock were
outstanding.
 
 The
aggregate market value of the voting stock held by non-affiliates as of November
28, 2008 was approximately $6,400,000.
 
 Documents
Incorporated by Reference
 None
 
 
 
 
 
  
 
 
 EXPLANATORY
NOTE
 
 SOKO
Fitness & Spa Group, Inc (the “Company”) is filing this Amendment No. 2 to
its Annual Report on Form 10-K/A for the fiscal year ended May 31, 2009 solely
to provide corrected Exhibits 32.1 and 32.2 in response to comments of the staff
to the Securities and Exchange Commission (the “SEC”). Except as noted above,
this amendment does not update the information that was presented in the
Company’s Annual Report on Form 10-K, which was originally filed with the SEC on
August 31, 2009 and amended on February 3, 2010.
          
 
 
 SIGNATURES
 
 Pursuant
to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on the 24th day of February,
2010.
 
 SOKO
      Fitness & Spa Group, Inc./s/ Tong
      LiuTong
      LiuChief
      Executive Officer(Principal
      Executive Officer)
 
 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 registrant and in the
capacities and on the dates indicated.
 
 
 Signature
              
              Title
              
              Date/s/
      Tong Liu
              
              Chief
      Executive Officer, Chairman of the Board
              
              February
      24, 2010Tong
      Liu
              
              (Principal
      Executive Officer)/s/
      Xia Yu
              
              Chief
      Financial Officer
              
              February
      24, 2010Xia
      Yu
              
              (Principal
      Financial and Accounting Officer)*
              
              Director
              
              February
      24, 2010Yang
      Chen*
              
              Director
              
              February
      24, 2010Su
      Zhang*
              
              Director
              
              February
      24, 2010Gideon
      Efim Kory* /s/
      Tong LiuTong
      Liu
                Attorney-in-Fact
 
 
 
 
 INDEX TO EXHIBITS
 
 Exhibit
      Number
              
              Description
      of Exhibit32.1
              
              Certification
      of our Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      200232.2
              
              Certification
      of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 
 
 ____________________
 * Filed herewith