UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C. 20549







FORM
10-K/A




Amendment
No. 1


x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934


For the
fiscal year ended December 31, 2008





OR




o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
transition period
from             
to




Commission File Number
333-40790











CHINA
MARINE FOOD GROUP LIMITED


(Exact
name of registrant as specified in its charter)




NEVADA
            
            87-0640467(State
      or other jurisdiction of
              Incorporation
      or organization)
            
            (IRS
      Employer Identification No.)




Da
Bao Industrial Zone, Shishi City


Fujian,
China


362700


(Address
of principal executive offices)





86-595-8898-7588


(Issuer's
telephone number, including area code)








Securities
registered pursuant to Section 12(b) of the Act:


COMMON
STOCK





Securities
registered pursuant to Section 12(g) of the Act:


NONE





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o Nox




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes o No x





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yesx     No
 ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.


Large
accelerated filer  ̈           Accelerated
filer  ̈            Non-accelerated
filer  o        Smaller
reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes  ̈No x





As of
December 31, 2008, the aggregate market value of the registrant’s common
stock held by non-affiliates of the registrant was $16,971,961 based on the
closing sale price of $1.52 as reported on the Over-the-Counter Bulletin Board.
As of March 18, 2009, there were 23,026,301 shares of common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





None









Nature of
Amendment –





The
Registrant is amending the certifications in Exhibits 31.1 and 31.2 to include
certifications required by Item 601(b)(31) of Regulation S-K regarding internal
controls in paragraph 4 of such exhibits that were omitted from the Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 as previously
filed.   There are no other changes to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2008.










SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





CHINA
      MARINE FOOD GROUP LIMITED/s/Pengfei
      LiuDated:
      March 18, 2010
            
            Pengfei
      Liu, Chief Executive Officer(Principal
      executive officer)/s/
      Marco Hon Wai KuMarco
      Hon Wai Ku, Chief Financial OfficerDated:
      March 18, 2010
            
            (Principal
      financial officer)








Pursuant
to the requirements of the Securities Act of 1934, this report has been signed
by the following persons on behalf of the registrant and in the capacities
indicated.





/s/Pengfei
      LiuDated:
      March 18,2010
            
            Pengfei
      Liu, Chief Executive Officer(Principal
      executive officer)Dated:
      March 18, 2010
            
            /s/
      Marco Hom Wai KuMarco
      Hon Wai Ku, Chief Financial Officer(Principal
      financial officer and principal accounting officer)Dated:
      March 18, 2010
            
            /s/
      Weipeng LiuWeipeng
      Liu, Executive DirectorDated:
      March 18, 2010
            
            /s/
      Xiaochuan LiXiaochuan
      Li, DirectorDated:
      March 18, 2010
            
            /s/
      Changhu XueChanghu
      Xue, DirectorDated:
      March 18, 2010
            
            /s/
      Honkau WanHonkau
      Wan, Director