-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A2g06bxRhv7wq5IDud82FlFSc2BTIpytagNwPsjDjTU5rPKD7p30rXyIHQeqVaX9 yO/U71g69Qj6uok/3CxlCQ== 0000919574-10-001726.txt : 20100218 0000919574-10-001726.hdr.sgml : 20100218 20100218145403 ACCESSION NUMBER: 0000919574-10-001726 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100218 DATE AS OF CHANGE: 20100218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOKO FITNESS & SPA GROUP, INC. CENTRAL INDEX KEY: 0001355835 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 800122921 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83982 FILM NUMBER: 10615930 BUSINESS ADDRESS: STREET 1: NO.194,GUOGELI STREET, HARBIN CITY: HEILONGJIANG PROVINCE STATE: F4 ZIP: 150001 BUSINESS PHONE: 011-86-451-87702255 MAIL ADDRESS: STREET 1: NO.194,GUOGELI STREET, HARBIN CITY: HEILONGJIANG PROVINCE STATE: F4 ZIP: 150001 FORMER COMPANY: FORMER CONFORMED NAME: American Business Holdings, Inc DATE OF NAME CHANGE: 20060310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Guerrilla Capital Management, L.L.C. CENTRAL INDEX KEY: 0001345433 IRS NUMBER: 134060043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 692-7692 MAIL ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Guerrilla Capital Management LLC DATE OF NAME CHANGE: 20051125 SC 13D/A 1 d1064551_13d-a.htm SCHEDULE 13D/A d1064551_13d-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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Schedule 13d
(Rule 13D-101)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)



Soko Fitness & Spa Group, Inc. (f/k/a American Business Holdings, Inc.)
(Name of Issuer)


Common Stock, $0.001 par value
(Title of Class of Securities)


83409D104
(CUSIP Number)


Peter Siris
c/o Guerrilla Capital Management, L.L.C.
237 Park Avenue, 9th Floor
New York, New York 10017
United States of America
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


April 1, 2009
(Date of Event Which Requires Filing of this Statement)



If the filing  person has  previously  filed a statement on Schedule 13G to report the  acquisition  that is the subject of this Schedule 13D, and is filing this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the following box [ ].

 
 

 

CUSIP No
83409D104
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Guerrilla Capital Management, L.L.C.
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
SOURCE OF FUNDS
 
     
 
WC
 
     
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware, United States
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
7.
SOLE VOTING POWER
 
     
 
359,981
 
     
8.
SHARED VOTING POWER
 
     
 
1,302,152
 
     
9.
SOLE DISPOSITIVE POWER
 
     
 
359,981
 
     
10.
SHARED DISPOSITIVE POWER
 
     
 
1,302,152
 
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
1,662,133
 
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
9.8%
 
     
14.
TYPE OF REPORTING PERSON
 
     
 
IA, OO
 

 
 

 

CUSIP No
83409D104
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Hua-Mei 21st Century Partner, LP
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
SOURCE OF FUNDS
 
     
 
WC
 
     
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
     
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
7.
SOLE VOTING POWER
 
     
 
0
 
     
8.
SHARED VOTING POWER
 
     
 
1,250,152
 
     
9.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
10.
SHARED DISPOSITIVE POWER
 
     
 
1,250,152
 
     
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
1,250,152
 
     
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
     
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
7.4%
 
     
14.
TYPE OF REPORTING PERSON
 
     
 
PN
 

 
 

 

CUSIP No
83409D104
   


Item 1.
 
Security and Issuer.

   
The name of the issuer is Soko Fitness & Spa Group, Inc. (f/k/a American Business Holdings, Inc.), a Delaware corporation (the "Issuer").  The address of the Issuer's offices is No.194, Guogeli Street, Harbin, Heilongjiang Province, China 150001.  This schedule relates to the Issuer's Common Stock, $0.001 par value (the "Shares").


Item 2.
 
Identity and Background.

 
(a-c,f)
This Schedule 13D is being filed by Guerrilla Capital Management, L.L.C., a Delaware limited liability company (the "Investment Manager") and Hua-Mei 21st Century Partner, LP, a Delaware limited partnership (the "Partnership") (each a "Reporting Person" and collectively the "Reporting Persons").  The principal business address of the Investment Manager and the Partnership is located at 237 Park Avenue, 9th Floor, New York, New York 10017, United States of America.  Guerrilla Capital Management, L.L.C. serves as investment manager for the Partnership  and Guerrilla Partners L.P., a Delaware limited partnership (collectively, these funds are referred to as the "Clients").

 
(d)
N/A.

 
(e)
None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.


Item 3.
 
Source and Amount of Funds or Other Consideration.

   
As of the date hereof, Guerrilla Capital Management, L.L.C. may be deemed to beneficially own 1,662,133 Shares.  The funds for the purchase of such Shares came from the Clients' working capital.
 
As of the date hereof, Hua-Mei 21st Century Partner, LP may be deemed to beneficially own 1,250,152 Shares.  The funds for the purchase of such Shares came from the Reporting Person's working capital.
 
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business including leverage.


Item 4.
 
Purpose of Transaction.

   
The Reporting  Persons have acquired their Shares of the Issuer for investment.  The Reporting Persons evaluate their investment in the Shares on a continual basis.  The Reporting Persons have no plans or proposals as of the date of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
 
It should be noted that as of April 1, 2009, Su Zhang, an independent director on the Issuer's Board of Directors no longer serves as the Managing Director of an affiliate of the Investment Manager.
 
The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.
 
The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other  persons,  for a common purpose should it determine to do so, and/or to recommend  courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.



Item 5.
 
Interest in Securities of the Issuer.

   
As of the date hereof, Guerrilla Capital Management, L.L.C. may be deemed to be the beneficial owner of 1,662,133 Shares, or 9.8% of the Shares of the Issuer, based upon the 17,000,000 Shares outstanding as of October 14, 2009, according to the Issuer's most recent Form 10-Q.
 
Guerrilla Capital Management, L.L.C. has the sole power to vote or direct the vote of 359,981 Shares to which this filing relates.
 
Guerrilla Capital Management, L.L.C. shares the power to vote or direct the vote of the 1,302,152 Shares to which this filing relates.
 
Guerrilla Capital Management, L.L.C. has the sole power to dispose or direct the disposition of 359,981 Shares to which this filing relates.
 
Guerrilla Capital Management, L.L.C. shares the power to dispose or direct the disposition of the 1,302,152 Shares to which this filing relates.
 
Guerrilla Capital Management, L.L.C. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.
 
The 1,662,133 Shares were acquired for investment purposes. Guerrilla Capital Management, L.L.C. and/or Guerrilla Capital Management, L.L.C. on behalf of the Clients may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares.
 
Hua-Mei 21st Century Partner, LP shares the power to vote or direct the vote of the 1,250,152 Shares to which this filing relates.
 
Hua-Mei 21st Century Partner, LP has the sole power to vote or direct the vote of 0 Shares to which this filing relates.
 
Hua-Mei 21st Century Partner, LP shares the power to dispose or direct the disposition of the 1,250,152 Shares to which this filing relates.
 
Hua-Mei 21st Century Partner, LP has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates.
 
The 1,250,152 Shares were acquired for investment purposes. Hua-Mei 21st Century Partner, LP may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares.
 
The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons on behalf of the Clients are set forth in Exhibit B.
 
Item 6.
 
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

   
The Reporting Persons own 1,800,000 warrants of the Issuer.  The Reporting Persons' may not exercise the warrants to the extent that the Reporting Persons' beneficial ownership exceeds 4.99% of the Issuer's outstanding common stock.
 
Other than the above, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares.
 
Item 7.
 
Material to be Filed as Exhibits.

   
Exhibit A:  Joint Filing Agreement
Exhibit B:  Transactions in Common Stock
 
 
 

 
 
SIGNATURE


After  reasonable  inquiry and to the best of my  knowledge  and belief,  I certify that the information  set forth in this statement is true,  complete and correct.



     
February 18, 2010
 
     
(Date)
 


   
Guerrilla Capital Management, L.L.C.*
     
   
By:
/s/ Peter Siris
 
     
Name:         Peter Siris
     
Title:           Principal



   
Hua-Mei 21st Century Partner, LP*
     
   
Guerrilla Advisors, L.L.C., its general partner
     
   
By:
/s/ Peter Siris
 
     
Name:         Peter Siris
     
Title:           Principal



*
The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interests therein.


Attention.  Intentional  misstatements  or omissions of fact constitute  federal criminal violations (see 18 U.S.C. 1001).


 
 

 
 
Exhibit A


AGREEMENT


The undersigned agree that this Schedule 13D Amendment No. 2, dated February 18, 2010 relating to the Common Stock, $0.001 par value of Soko Fitness & Spa Group, Inc. (f/k/a American Business Holdings, Inc.) shall be filed on behalf of the undersigned.



   
Guerrilla Capital Management, L.L.C.
     
   
By:
/s/ Peter Siris
 
     
Name:         Peter Siris
     
Title:           Principal



   
Hua-Mei 21st Century Partner, LP
     
   
Guerrilla Advisors, L.L.C., its general partner
     
   
By:
/s/ Peter Siris
 
     
Name:         Peter Siris
     
Title:           Principal



 
 

 
 
Exhibit B


Transactions in the Common Stock, $0.001 par value


TRANSACTIONS BY GUERRILLA CAPITAL MANAGEMENT, L.L.C.


Date of
Transaction
Number of Units
Purchase/(Sold)
 
Price per Share
     
1/12/10
(5,000)
$3.00
1/13/10
(5,000)
$3.05
1/14/10
(1,400)
$3.50
1/15/2010
(20,900)
$4.11
1/19/2010
(6,500)
$4.23
 1/21/2010 (1,585)  $3.90 
 1/25/2010  (234)  $3.94




TRANSACTIONS BY HUA-MEI 21ST CENTURY PARTNER, LP


Date of
Transaction
Number of Units
Purchase/(Sold)
 
Price per Share
     
12/9/09
(3,500)
$2.72
1/8/10
(6,200)
$2.85
1/12/10
(20,000)
$3.00
1/14/10
(5,030)
$3.50
1/15/10
(87,000)
$4.11
1/19/10
(25,000)
$4.23
 1/21/10 (4,755)   $3.90
 1/25/10  (546)  $3.94
 2/12/10  (3,317)  $3.55
 
 

 




SK 02550 0005 1064551
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