McGovern Patrick J SC 13D/A SOKO FITNESS & SPA / McGovern Patrick J ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SOKO FITNESS & SPA GROUP, INC.

(Name of Issuer)

Common Stock, Par Value US$0.001 Per Share (“Shares”)

(Title of Class of Securities)

83409D104

(CUSIP Number)

October 27, 2010

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1

CUSIP No.

83409D104

1.	Names of Reporting Persons IDG-Accel China Growth Fund II L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power 3,361,159(1)
	6.	Shared Voting Power 274,890(2)
	7.	Sole Dispositive Power 3,361,159(1)
	8.	Shared Dispositive Power 274,890(2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,636,049
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
11.	Percent of Class Represented by Amount in Row (11) 18.0%(3)
12.	Type of Reporting Person (See Instructions) PN

(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund II Associates L.P., IDG-Accel China Growth Fund GP II Associates Ltd. and Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these Shares.

(2) IDG-Accel China Investors II L.P. is the record owner of these Shares. The Reporting Person and IDG-Accel China Investors II L.P. have the same ultimate general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Investors II L.P. and thus share voting and dispositive power with respect to these Shares.

(3) Based upon 20,213,889 Shares outstanding as of October 13, 2010 according to the Issuer’s quarterly report on Form 10-Q filed on October 13, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.

Page 2

CUSIP No.

83409D104

1.	Names of Reporting Persons IDG-Accel China Growth Fund II Associates L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power 3,361,159 (1)
	6.	Shared Voting Power 274,890(2)
	7.	Sole Dispositive Power 3,361,159 (1)
	8.	Shared Dispositive Power 274,890(2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,636,049
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
11.	Percent of Class Represented by Amount in Row (11) 18.0%(3)
12.	Type of Reporting Person (See Instructions) PN

(1) The record owner of these Shares is IDG-Accel China Growth Fund II L.P. By virtue of being the general partner of IDG-Accel China Growth Fund II L.P., the Reporting Person may be deemed to have sole voting and dispositive power with respect to these Shares.

(2) IDG-Accel China Investors II L.P. is the record owner of these Shares. The Reporting Person and IDG-Accel China Investors II L.P. have the same general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Investors II L.P. and thus share voting and dispositive power with respect to these Shares.

Page 3

CUSIP No.

83409D104

1.	Names of Reporting Persons IDG-Accel China Growth Fund GP II Associates Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power 3,636,049(1)
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 3,636,049(1)
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,636,049(1)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
11.	Percent of Class Represented by Amount in Row (11) 18.0%(1)(2)
12.	Type of Reporting Person (See Instructions) CO

(1) Including 3,361,159 Shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 274,890 Shares of which the record owner is IDG-Accel China Investors II L.P. By virtue of being the ultimate general partner of both record owners, the Reporting Person may be deemed to have sole voting and dispositive power with respect to all these Shares.

(2) Based upon 20,213,889 Shares outstanding as of October 13, 2010 according to the Issuer’s quarterly report on Form 10-Q filed on October 13, 2010, including (1) 17,000,000 Shares outstanding as of April 13, 2010 as reported in the Issuer’s prospectus filed pursuant to Rule 424(b)(3) on April 14, 2010, (2) 88,889 Shares issued pursuant to the Settlement Agreement dated April 16, 2010, and (3) 3,125,000 Shares issued pursuant to the Stock Purchase Agreement dated April 29, 2010.

Page 4

CUSIP No.

83409D104

1.	Names of Reporting Persons IDG-Accel China Investors II L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power 274,890(1)
	6.	Shared Voting Power 3,361,159(2)
	7.	Sole Dispositive Power 274,890(1)
	8.	Shared Dispositive Power 3,361,159(2)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,636,049
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
11.	Percent of Class Represented by Amount in Row (11) 18.0%(3)
12.	Type of Reporting Person (See Instructions) PN

(1) By virtue of being the general partner of the Reporting Person and the persons controlling such general partner, IDG-Accel China Growth Fund GP II Associates Ltd. and Patrick J. McGovern and Quan Zhou acting together may also be deemed to have sole voting and dispositive power with respect to these Shares.

(2) IDG-Accel China Growth Fund II L.P. is the record owner of these Shares. IDG-Accel China Growth Fund II L.P. and the Reporting Person have the same ultimate general partner, IDG-Accel China Growth Fund GP II Associates Ltd. By virtue of this, the Reporting Person may be deemed to be under common control with IDG-Accel China Growth Fund II L.P. and thus share voting and dispositive power with respect to these Shares.

Page 5

CUSIP No.

83409D104

1.	Names of Reporting Persons Patrick J. McGovern
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,636,049(1)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,636,049(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,636,049(1)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
11.	Percent of Class Represented by Amount in Row (11) 18.0%(1)(2)
12.	Type of Reporting Person (See Instructions) IN

(1) Including 3,361,159 Shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 274,890 Shares of which the record owner is IDG-Accel China Investors II L.P. The ultimate general partner of both record owners is IDG-Accel China Growth Fund GP II Associates Ltd., of which the Reporting Person and Quan Zhou are directors and executive officers. By virtue of acting together to direct the management and operations of IDG-Accel China Growth Fund GP II Associates Ltd., the Reporting Person and Quan Zhou may be deemed to have shared voting and dispositive power with respect to all these Shares.

Page 6

CUSIP No.

83409D104

1.	Names of Reporting Persons Quan Zhou
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	Sole Voting Power 0
	6.	Shared Voting Power 3,636,049(1)
	7.	Sole Dispositive Power 0
	8.	Shared Dispositive Power 3,636,049(1)

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,636,049(1)
10.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	o
11.	Percent of Class Represented by Amount in Row (11) 18.0%(1)(2)
12.	Type of Reporting Person (See Instructions) IN

(1) Including 3,361,159 Shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 274,890 Shares of which the record owner is IDG-Accel China Investors II L.P. The ultimate general partner of both record owners is IDG-Accel China Growth Fund GP II Associates Ltd., of which the Reporting Person and Patrick J. McGovern are directors and executive officers. By virtue of acting together to direct the management and operations of IDG-Accel China Growth Fund GP II Associates Ltd., the Reporting Person and Patrick J. McGovern may be deemed to have shared voting and dispositive power with respect to all these Shares.

Page 7

Item 1(a). Name of Issuer

SOKO Fitness & Spa Group, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices

No. 194, Guogeli Street, Harbin

Heilongjiang Province, China 150001

Item 2(a). Name of Persons Filing

IDG-Accel China Growth Fund II L.P.

IDG-Accel China Growth Fund II Associates L.P.

IDG-Accel China Growth Fund GP II Associates Ltd.

IDG-Accel China Investors II L.P.

Patrick J. McGovern

Quan Zhou

The above persons have agreed that this statement may be filed by IDG-Accel China Growth Fund II L.P. (“IDG Fund LP”) and IDG-Accel China Investors II L.P. (“IDG Investors LP”) on behalf of all of them jointly pursuant to Rule 13d-1(k). A copy of such agreement is attached as an exhibit to this statement.

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 the 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.

Item 2(b). Address of Principal Business Office or, If None, Residence

For all reporting persons:

c/o IDG VC Management Ltd.

Unit 1509, The Center

99 Queen’s Road

Central, Hong Kong

Item 2(c). Citizenship

Patrick J. McGovern and Quan Zhou are each citizens of the United States of America. IDG Fund LP, IDG Associates LP, IDG GP and IDG Investors LP are each organized under the laws of Cayman Islands.

Item 2(d). Title of Class of Securities

Common Stock, par value $0.001 per share (“Shares”)

Item 2(e). CUSIP Number

83409D104

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

o Broker or dealer registered under section 15 of the Act.

Page 8

(b)

o Bank as defined in section 3(a)(6) of the Act.

(c)

o Insurance company as defined in section 3(a)(19) of the Act.

(d)

o Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

o An investment adviser registered under Section 203 of the Investment Advisers Act of 1940 or under the laws of any state;

(f)

o An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);

(g)

o A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);

(h)

o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)

o Group, in accordance with Rule 13d–1(b)(1)(ii)(J).

Item 4. Ownership

The information for each reporting person contained in Items 5-11 of the cover pages is incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class

N/A.

Item 6. Ownership of More Than 5 Percent on Behalf of Another Person

N/A.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

N/A.

Item 8. Identification and Classification of Members of the Group

N/A.

Item 9. Notice of Dissolution of Group

N/A.

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Page 9

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.

Dated: December 13, 2010

	IDG-ACCEL CHINA GROWTH FUND II L.P. By: IDG-Accel China Growth Fund II Associates L.P., its General Partner By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner


	By:	/s/ Quan ZHOU
		Name: Quan ZHOU
		Title: Authorized Signatory


	IDG-ACCEL CHINA INVESTORS II L.P. By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner


	By:	/s/ Quan ZHOU
		Name: Quan ZHOU
		Title: Authorized Signatory

Joint Filing Agreement

We, the undersigned, hereby agree that the statement on Schedule 13G in connection with the securities of SOKO Fitness & Spa Group, Inc. to which this Agreement is an Exhibit, and any amendment thereafter signed by each of the undersigned, may be filed by IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. on behalf of each of the undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: December 13, 2010

	IDG-ACCEL CHINA GROWTH FUND II L.P. By: IDG-Accel China Growth Fund II Associates L.P., its General Partner By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner


	By:	/s/ Quan ZHOU
		Name: Quan ZHOU
		Title: Authorized Signatory


	IDG-ACCEL CHINA INVESTORS II L.P. By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner


	By:	/s/ Quan ZHOU
		Name: Quan ZHOU
		Title: Authorized Signatory


	IDG-ACCEL CHINA GROWTH FUND II ASSOCIATES L.P. By: IDG-Accel China Growth Fund GP II Associates Ltd., its General Partner


	By:	/s/ Quan ZHOU
		Name: Quan ZHOU
		Title: Authorized Signatory


	IDG-ACCEL CHINA GROWTH FUND GP II ASSOCIATES LTD.
	By:	/s/ Quan ZHOU
		Name: Quan ZHOU
		Title: Authorized Signatory


	PATRICK J. MCGOVERN
	By:	/s/ Patrick J. MCGOVERN


	QUAN ZHOU
	By:	/s/ Quan ZHOU

McGovern Patrick J Inactive SC 13D/ASOKO FITNESS & SPA / McGovern Patrick J ownership change