China Marine Food Group Limited (CMFO) Inactive
Filed: 19 Mar 10, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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)
[Missing Graphic Reference]
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 Liu | |||
| Dated: March 18, 2010 | Pengfei Liu, Chief Executive Officer | ||
| (Principal executive officer) | |||
| /s/ Marco Hon Wai Ku | |||
| Marco Hon Wai Ku, Chief Financial Officer | |||
| Dated: 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 Liu | |||
| Dated: March 18,2010 | Pengfei Liu, Chief Executive Officer | ||
| (Principal executive officer) | |||
| Dated: March 18, 2010 | /s/ Marco Hom Wai Ku | ||
| Marco Hon Wai Ku, Chief Financial Officer | |||
| (Principal financial officer and principal accounting officer) | |||
| Dated: March 18, 2010 | /s/ Weipeng Liu | ||
| Weipeng Liu, Executive Director | |||
| Dated: March 18, 2010 | /s/ Xiaochuan Li | ||
| Xiaochuan Li, Director | |||
| Dated: March 18, 2010 | /s/ Changhu Xue | ||
| Changhu Xue, Director | |||
| Dated: March 18, 2010 | /s/ Honkau Wan | ||
| Honkau Wan, Director |