Soko Fitness & Spa (fka SOKF)

[10 bagger]

SOKF.. A real company from China..

SOKO Fitness & Spa Group Went Private as a Result of a Short-form Merger by a Consortium of its Existing Shareholders

PR Newswire - Jul 27 16:05 EDT

Alert hits:all
Company Symbols: Stuttgart:3SK, NASDAQ-OTCBB:SOKF


HARBIN, China, July 27, 2011 /PRNewswire-Asia-FirstCall/ -- SOKO Fitness & Spa Group, Inc. (OTC BB: SOKF) ("SOKO"), an operator of fitness centers, beauty salons and spas in Northeast China, Beijing, Zhengzhou and Hangzhou today announced that it was informed by Tong Liu, its Chairman and Chief Executive Officer, Xia Yu, its Chief Financial Officer, Bingrong Wu, its Vice President, Chunying Liu, its Director of Operating, Lei Jiang, its Director of Marketing, Guozhe Li, its Director of Investment and Development, Qinyue Sun, Su Liu, Xiangjin Yin, Guerrilla Partners, L.P., Hua-Mei 21st Century Partners, LP, IDG-ACCEL China Growth Fund II L.P., IDG-ACCEL China Investors II L.P., China Golden Leaf Equity Fund SPC, Golden Year Holdings Limited ("Golden Year") and Lucky Eagle Limited (collectively, the "Contributing Stockholders") that, pursuant to a contribution and subscription agreement (the "Contribution Agreement"), dated July 25, 2011, among the Contributing Stockholders, Queen Beauty and Wellness Group Limited ("Queen Beauty"), SOKO Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Queen Beauty ("Merger Sub"), China Consumer Capital Fund ("CCC") and Mousserena, L.P. ("Mousse'), on July 27, 2011 (i) the Contributing Stockholders contributed their 90.79% of the shares of common stock, $0.001 par value per share, of SOKO (the "Common Stock") to Queen Beauty in exchange for 10,819,999 ordinary shares and 9,488,945 preferred shares of Queen Beauty, (ii) CCC, Golden Year and Mousse contributed an aggregate $9,999,994.50 in cash in exchange for 2,222,221 preferred shares of Queen Beauty and (iii) Queen Beauty contributed all of the shares of Common Stock contributed to it by the Contributing Stockholders to Merger Sub in exchange for one (1) share of common stock of Merger Sub.

As a result of these transactions, on July 27, 2011 Merger Sub acquired 90.79% of the total issued and outstanding shares of Common Stock of SOKO and completed a "short-form" merger with SOKO continuing as the surviving corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware. As a result of the merger, SOKO became a wholly owned subsidiary of Queen Beauty, quotation of the Common Stock on the OTC Bulletin Board ceased and SOKO filed a Form 15 with the Securities and Exchange Commission to terminate its reporting obligations as a public company under the U.S. securities laws on July 27, 2011. Existing stockholders of the Common Stock will be notified by mail of the cancellation of their shares and their right to receive $4.50 in cash per share upon the submission of their stock certificates in accordance with proper procedures.

About SOKO Fitness & Spa Group, Inc.

SOKO Fitness & Spa Group, Inc., an OTCBB listed company (SOKF), is an operator of fitness centers and beauty salons and spas in key cities in Northeastern China as well as in Beijing, Zhengzhou and Hangzhou. SOKO provides programs, services, and products combined with exercise, education and nutrition to help their members lead a healthy life and achieve their fitness goals. For further information, please go to http://www.sokofitness.com.

Cautionary Note Regarding Forward Looking Statements

This press release and the statements of representatives of SOKO Fitness & Spa Group, Inc. ("SOKO") related thereto contain, or may contain, statements that are not historical facts and are therefore "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 SOKO's plans, objectives, projections, beliefs, expectations and intentions and other statements identified by words such as "guidance," "projects," "may," "could," "would," "should," "believe," "expect," "anticipate," "estimate," "intend," "plan," or similar expressions. These statements are based upon the current beliefs and expectations of SOKO's management and are subject to significant risks and uncertainties, including those detailed in SOKO's filings with the Securities and Exchange Commission. Actual results, including, without limitation, future financial results and results regarding SOKO's expansion strategies, service offerings, client, membership and customer figures, proposed new center openings and prospects and strategies for growth, may differ significantly from those set forth in the forward-looking statements. These forward -looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond SOKO's control). SOKO does not undertake any obligation to update any forward- looking statement, except as required under applicable law.

Contacts:





SOKO Fitness & Spa Group, Inc.
SOKO Fitness & Spa Group, Inc.

Shawn Qu
Judy Jiang

Tel: [phone]
Tel: [phone]

Email: [e-mail]
Email: [e-mail]





SOURCE Soko Fitness & Spa Group, Inc.

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10 bagger Share Thursday, August 13, 2009 12:16:30 PM
Re: None Post # of 135403

SOKF.. $2.50

This is thin.. To be fair,, I am long 4,248 @ $1.9071 and I can't buy any more on the cheap.. Some one put in an order yesterday and paid as high as $4.00 on a thousand shares.. I sold 200 at $2.50.. I think SOKF is a longterm Bobwin's mold collector.. hank

SOKO Fitness & Spa Group Announces Third Quarter FY2009 Financial Results
Revenue up 42%, Net Income up 29%


HARBIN, China, April 15 /PRNewswire-Asia-FirstCall/ -- SOKO Fitness & Spa Group, Inc. (OTC Bulletin Board: SOKF - News), a leading operator of fitness clubs and spas in Northern China, announced its operating results for the fiscal third quarter ended February 28, 2009.

Total revenue for the quarter was $5.1 million, an increase of 42% over the same quarter in the previous year. For the nine months ended February 28, 2009, revenues were $14 million, an increase of 55% from the prior year. SOKO also reaffirmed its previous FY2009 revenue guidance in a range of $16.3 to $18.3 million and its pro forma net income guidance of $6.5 to $7.1 million.

Net income during the quarter grew 29% to $1.85 million from $1.43 million for the same quarter of 2008. For the nine months ended February 28, 2009, net income increased to $5.2 million, an increase of 49%. Third quarter Earnings per share were $0.11 vs. $0.13 in the prior period. The decline was caused by the dilution from the stock offering. EPS for the 9 months were $0.30 vs. $0.32 in the previous year. Higher earnings were offset by a higher share count.

Revenue growth was driven primarily by the opening of two spas during the period. We increased product sales in our spas. Fitness and yoga membership fee revenues increased by 135% year to year, mainly as a result of the acquisition of a majority interest in Letian in March 2008. Letian contributed about 52% to our fitness revenue for Q3 FY2009.

Operating margin increased to 64.6%, compared to 62.5%. The increase in our gross profit margin was mainly driven by our ability to obtain high volume discounts because of our larger size as well as by the increases in our fitness segment.

Operating expenses increased by approximately $0.6 million to $1.4 million for the three months ended February 28, 2009 year to year. As a percentage of revenues, expenses increased to 28.2% from 22.6%. This increase was mainly driven by the high cost of being a public company as well as the start-up costs for building management teams for our new facilities.

We have reclassified some direct labor costs from operating expenses to cost of sales. The impact of this change is to lower gross margins and lower operating expenses/sales. The reclassification has no impact on either sales or net income. The numbers below for both 2008 and 2009 reflect the impact of the reclassification and are comparable with each other.

"We are very pleased with the results of our business," Mr. Liu Tong, Chairman of SOkO commented. "We focus our business on Northeast, which is the most famous traditional industry base of China, and expect to open more spas and fitness centers in the future. We believe we have significant opportunities for expansion, and look forward to becoming the dominant company in the fitness and beauty business in the northeast."





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10 bagger Share Thursday, August 13, 2009 12:16:30 PM
Re: None Post # of 135403

SOKF.. $2.50

This is thin.. To be fair,, I am long 4,248 @ $1.9071 and I can't buy any more on the cheap.. Some one put in an order yesterday and paid as high as $4.00 on a thousand shares.. I sold 200 at $2.50.. I think SOKF is a longterm Bobwin's mold collector.. hank

SOKO Fitness & Spa Group Announces Third Quarter FY2009 Financial Results
Revenue up 42%, Net Income up 29%


HARBIN, China, April 15 /PRNewswire-Asia-FirstCall/ -- SOKO Fitness & Spa Group, Inc. (OTC Bulletin Board: SOKF - News), a leading operator of fitness clubs and spas in Northern China, announced its operating results for the fiscal third quarter ended February 28, 2009.

Total revenue for the quarter was $5.1 million, an increase of 42% over the same quarter in the previous year. For the nine months ended February 28, 2009, revenues were $14 million, an increase of 55% from the prior year. SOKO also reaffirmed its previous FY2009 revenue guidance in a range of $16.3 to $18.3 million and its pro forma net income guidance of $6.5 to $7.1 million.

Net income during the quarter grew 29% to $1.85 million from $1.43 million for the same quarter of 2008. For the nine months ended February 28, 2009, net income increased to $5.2 million, an increase of 49%. Third quarter Earnings per share were $0.11 vs. $0.13 in the prior period. The decline was caused by the dilution from the stock offering. EPS for the 9 months were $0.30 vs. $0.32 in the previous year. Higher earnings were offset by a higher share count.

Revenue growth was driven primarily by the opening of two spas during the period. We increased product sales in our spas. Fitness and yoga membership fee revenues increased by 135% year to year, mainly as a result of the acquisition of a majority interest in Letian in March 2008. Letian contributed about 52% to our fitness revenue for Q3 FY2009.

Operating margin increased to 64.6%, compared to 62.5%. The increase in our gross profit margin was mainly driven by our ability to obtain high volume discounts because of our larger size as well as by the increases in our fitness segment.

Operating expenses increased by approximately $0.6 million to $1.4 million for the three months ended February 28, 2009 year to year. As a percentage of revenues, expenses increased to 28.2% from 22.6%. This increase was mainly driven by the high cost of being a public company as well as the start-up costs for building management teams for our new facilities.

We have reclassified some direct labor costs from operating expenses to cost of sales. The impact of this change is to lower gross margins and lower operating expenses/sales. The reclassification has no impact on either sales or net income. The numbers below for both 2008 and 2009 reflect the impact of the reclassification and are comparable with each other.

"We are very pleased with the results of our business," Mr. Liu Tong, Chairman of SOkO commented. "We focus our business on Northeast, which is the most famous traditional industry base of China, and expect to open more spas and fitness centers in the future. We believe we have significant opportunities for expansion, and look forward to becoming the dominant company in the fitness and beauty business in the northeast."