China Marine Food Group Limited (CMFO) 10-Q/A 2012 Q2 Quarterly report (amended)

U.S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q/A

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

¨  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 001-34422

CHINA MARINE FOOD GROUP LIMITED

(Name of Registrant in its Charter)

Nevada	87-0640467
(State or Other Jurisdiction of	(I.R.S. Employer I.D. No.)
incorporation or organization)

Da Bao Industrial Zone, Shishi City Fujian, China 362700

(Address of Principal Executive Offices)

Issuer's Telephone Number: 86-595-8898-7588

Indicate  by check mark  whether the  Registrant  (1) has filed all reports required to be filed by Sections 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 subjected to such filing requirements for the past 90 days. Yes x    No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yesx    No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer ¨ Accelerated filer¨ Non-accelerated filer¨ Smaller reporting companyx

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

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: August 13, 2012, Common Stock: 29,722,976.

EXPLANATORY NOTE

The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the “10-Q”), is to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Registration S-K. No other changes have been made to the 10-Q filed on August 14, 2012.

  ITEM 6.   EXHIBITS

INDEX TO EXHIBITS

OF

CHINA MARINE FOOD GROUP LIMITED

31.1*	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Executive Officer
31.2*	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Financial Officer
32.1*	Section 1350 Certification of Chief Executive Officer
32.2*	Section 1350 Certification of Chief Financial Officer

 XBRL Exhibit**

101.INS†	XBRL Instance Document.
101.SCH†	XBRL Taxonomy Extension Schema Document.
101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB†	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document.

* Filed with the 10-Q..

** Furnished, not filed, herewith.

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: August 23, 2012		Pengfei Liu, Chief Executive Officer (Principal executive officer)
		/s/ Marco Hon Wai Ku
Dated: August 23, 2012		Marco Hon Wai Ku, Chief Financial Officer (Principal financial officer and principal accounting officer)