SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
IDG-ACCEL CHINA GROWTH FUND II L P

(Last) (First) (Middle)
C/O IDG VC MANAGEMENT LTD.
UNIT 1509, THE CENTER

(Street)
99 QUEEN'S ROAD CENTRAL K3

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOKO FITNESS & SPA GROUP, INC. [ SOKF.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/06/2010 P 10,991 A $3.99 2,198,411 D
Common Stock 05/07/2010 P 24,000 A $4.05 2,222,411 D
Common Stock 05/19/2010 P 4,000 A $4.05 2,226,411 D
Common Stock 05/20/2010 P 83,285 A $4.04 2,309,696 D
Common Stock 05/21/2010 P 24,145 A $4.02 2,333,841 D
Common Stock 05/25/2010 P 8,500 A $4.05 2,342,341 D
Common Stock 06/18/2010 P 7,000 A $4.05 2,349,341 D
Common Stock 06/21/2010 P 8,376 A $4.05 2,357,717 D
Common Stock 06/22/2010 P 12,000 A $4.05 2,369,717 D
Common Stock 06/30/2010 P 7,334 A $4.05 2,377,051 D
Common Stock 07/01/2010 P 33,126 A $4.05 2,410,177 D
Common Stock 07/02/2010 P 5,500 A $3.95 2,415,677 D
Common Stock 07/07/2010 P 2,000 A $4 2,417,677 D
Common Stock 07/09/2010 P 3,000 A $4.05 2,420,677 D
Common Stock 07/15/2010 P 26,070 A $4.05 2,446,747 D
Common Stock 07/19/2010 P 11,300 A $4 2,458,047 D
Common Stock 07/20/2010 P 3,100 A $4 2,461,147 D
Common Stock 07/27/2010 P 1,500 A $4.01 2,462,647 D
Common Stock 08/30/2010 P 58,167 A $4.03 2,520,814 D
Common Stock 08/31/2010 P 7,900 A $4 2,528,714 D
Common Stock 09/01/2010 P 8,650 A $4.03 2,537,364 D
Common Stock 09/02/2010 P 19,600 A $4 2,556,964 D
Common Stock 09/03/2010 P 2,600 A $4.01 2,559,564 D
Common Stock 09/07/2010 P 25,000 A $4.03 2,584,564 D
Common Stock 09/08/2010 P 50,950 A $3.97 2,635,514 D
Common Stock 09/09/2010 P 25,000 A $3.9 2,660,514 D
Common Stock 09/14/2010 P 20,000 A $3.9 2,680,514 D
Common Stock 09/15/2010 P 5,500 A $3.8 2,686,014 D
Common Stock 09/17/2010 P 50,000 A $3.72 2,736,014 D
Common Stock 09/20/2010 P 7,300 A $3.65 2,743,314 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
IDG-ACCEL CHINA GROWTH FUND II L P

(Last) (First) (Middle)
C/O IDG VC MANAGEMENT LTD.
UNIT 1509, THE CENTER

(Street)
99 QUEEN'S ROAD CENTRAL K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
IDG-Accel China Investors II L.P.

(Last) (First) (Middle)
C/O IDG VC MANAGEMENT LTD.
UNIT 1509, THE CENTER

(Street)
99 QUEEN'S ROAD CENTRAL K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
IDG-Accel China Growth Fund II Associates L.P.

(Last) (First) (Middle)
C/O IDG VC MANAGEMENT LTD.
UNIT 1509, THE CENTER

(Street)
99 QUEEN'S ROAD CENTRAL K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
IDG-Accel China Growth Fund GP II Associates Ltd.

(Last) (First) (Middle)
C/O IDG VC MANAGEMENT LTD.
UNIT 1509, THE CENTER

(Street)
99 QUEEN'S ROAD CENTRAL K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
McGovern Patrick J

(Last) (First) (Middle)
C/O IDG VC MANAGEMENT LTD.
UNIT 1509, THE CENTER

(Street)
99 QUEEN'S ROAD CENTRAL K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zhou Quan

(Last) (First) (Middle)
C/O IDG VC MANAGEMENT LTD.
UNIT 1509, THE CENTER

(Street)
99 QUEEN'S ROAD CENTRAL K3

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
Remarks:
(1) IDG-Accel China Growth Fund II L.P. ("IDG Fund LP") is the record owner of 3,361,159 shares ("Shares") of the common stock, par value $0.001 each, of SOKO Fitness & Spa Group, Inc. and IDG-Accel China Investors II L.P. ("IDG Investors LP") is the record owner of 274,890 Shares. (2) IDG Fund LP is a limited partnership organized under the laws of Cayman Islands. The general partner of IDG Fund LP is IDG-Accel China Growth Fund II Associates L.P. ("IDG Associates LP"), a limited partnership organized under the laws of Cayman Islands. The general partner of IDG Associates LP is IDG-Accel China Growth Fund GP II Associates Ltd. ("IDG GP"), a limited liability company incorporated under laws of Cayman Islands. IDG Investors LP is a limited partnership organized under the laws of Cayman Islands. The general partner of IDG Investors LP is IDG GP. The directors and executive officers of IDG GP are Patrick J. McGovern and Quan Zhou. (3) Due to that each Form 4 may only contain 30 transactions, the Reporting Persons are reporting 18 additional transactions made during October 5, 2010 to December 9, 2010 on a separate Form 4 filed on the same date hereof.
/s/ Patrick J. McGovern 12/13/2010
/s/ Quan ZHOU 12/13/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.