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EX-99.1 - PRESS RELEASE - SOKO FITNESS & SPA GROUP, INC.f8k083010ex99i_soko.htm
EX-99.2 - COMPANY PRESENTATION AS OF SEPTEMBER 1, 2010 - SOKO FITNESS & SPA GROUP, INC.f8k083010ex99ii_soko.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) August 30, 2010 (September 1, 2010)
 
SOKO FITNESS & SPA GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
333-132429
 
80-0122921
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
No. 194,Guogeli Street, Harbin,
Heilongjiang Province, China
 
150001
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  011-86-451-87702255

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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))
 
 
 
 

 
 
Item 7.01.    Regulation FD Disclosure.
 
On August 30, 2010, SOKO Fitness & Spa Group, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended May 31, 2010.  The press release also provided information regarding a conference call held by the Company on Monday, August 30, 2010 Eastern Time to discuss those financial results. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company is also hereby furnishing a corporate presentation (the “ Presentation”) that the Company intends to present at the 2010 Roth Fall Conference in Maui, Hawaii on September 1 to September 3, 2010 and thereafter to provide to financial analysts, investors and other third parties from time to time as part of its investor relations activities. A copy of the Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits

99.1  
Press release announcing the Company’s financial results for the fourth quarter and fiscal year ended May 31, 2010, dated August 30, 2010

99.2  
Company Presentation as of  September 1, 2010

CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K and the exhibit hereto and the statements of representatives and partners of the Company related thereto contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results, including, without limitation, the Company’s results of operations in the future, may differ significantly from those set forth in the forward-looking statements.  Forward-looking statements involve risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).  The Company undertakes no obligation to update any forward-looking statements, except as provided for by law.
 
 
 
 

 
 
SIGNATURES

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

 
SOKO FITNESS & SPA GROUP, INC.
     
Dated: September 1, 2010
By:
 /s/ Tong Liu
 
Name: Tong Liu
Title:  Chairman and Chief Executive Officer