SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCARTHY KENT C

(Last)

(First)

(Middle)

930 TAHOE BLVD., 802-281

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHINA MARINE FOOD GROUP LTD [ CMFO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member 13(d) group owning >10%

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/26/2011

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2010		X		220,213⁽³⁾	A	$4.1782	3,450,275	I	See Explanatation of Responses⁽¹⁾
Common Stock	11/02/2010		X		13,657⁽³⁾	A	$4.1782	3,463,932	I	See Explanation of Responses⁽²⁾
Common Stock	11/02/2010		S		159,148⁽³⁾⁽⁴⁾	D	$5.7814	3,304,784	I	See Explanation of Responses⁽¹⁾
Common Stock	11/02/2010		S		9,871⁽³⁾⁽⁴⁾	D	$5.7814	3,294,913	I	See Explanation of Responses⁽²⁾
Common Stock	01/24/2011		S		37,631	D	$4.3639	3,257,282⁽⁵⁾	I	See Explanation of Responses⁽¹⁾
Common Stock	01/24/2011		S		2,369	D	$4.3639	3,254,913⁽⁵⁾	I	See Explanation of Responses⁽²⁾
Common Stock	01/25/2011		S		28,223	D	$4.2768	3,226,690⁽⁵⁾	I	See Explanation of Responses⁽¹⁾
Common Stock	01/25/2011		S		1,777	D	$4.2768	3,224,913⁽⁵⁾	I	See Explanation of Responses⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$4.1782	11/02/2010		X			220,213⁽³⁾	06/30/2010	11/17/2010	Common Stock	220,213	$0	0	I	See Explanation of Responses⁽¹⁾
Warrant	$4.1782	11/02/2010		X			13,657⁽³⁾	06/30/2010	11/17/2010	Common Stock	13,657	$0	0	I	See Explanation of Responses⁽²⁾

1. Name and Address of Reporting Person^*

MCCARTHY KENT C

(Last)

(First)

(Middle)

930 TAHOE BLVD., 802-281

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member 13(d) group owning >10%

1. Name and Address of Reporting Person^*

JAYHAWK CAPITAL MANAGEMENT, L.L.C.

(Last)

(First)

(Middle)

930 TAHOE BLVD., 802-281

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		13(d) group owning > 10%

1. Name and Address of Reporting Person^*

JAYHAWK PRIVATE EQUITY FUND L P

(Last)

(First)

(Middle)

930 TAHOE BLVD.; 802-281

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		13(d) group owning > 10%

1. Name and Address of Reporting Person^*

JAYHAWK PRIVATE EQUITY GP, L.P.

(Last)

(First)

(Middle)

930 TAHOE BLVD., 802-281

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		13(d) group owning > 10%

1. Name and Address of Reporting Person^*

Jayhawk Private Equity Co Invest Fund LP

(Last)

(First)

(Middle)

930 TAHOE BLVD., 802-281

(Street)

INCLINE VILLAGE

89451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of the Group

Explanation of Responses:

1. Explanation of Responses: (1) Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Fund, L.P. Jayhawk Private Equity Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.

2. Explanation of Responses: (2) Kent C. McCarthy is the manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P. Jayhawk Private Equity GP, L.P. is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P. Jayhawk Private Equity Co-Invest Fund, L.P. directly and solely owns the shares identified by this footnote in Table I. As a result, Mr. McCarthy, Jayhawk Capital Management, LLC and Jayhawk Private Equity GP, L.P. each indirectly beneficially own the common shares reported herein. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein.

3. Explanation of Responses: (3) These securities were omitted from the reporting persons' original Form 4 filed on January 26, 2011.

4. Explanation of Responses: (4) These securities were disposed of pursuant to a cashless exercise of the warrants listed in Table II and the price was determined pursuant to a formula based on the market price of the common stock as set forth in the warrant.

5. Explanation of Responses: (5) While this disposition was previously reported on the reporting persons' original Form 4 filed on January 26, 2011, this amount has been revised as a result of the inclusion of the shares listed in line items 1 through 4 above.

Remarks:

	/s/ Kent C. McCarthy	01/28/2011
	/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC	01/28/2011
	/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P	01/28/2011
	/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Fund, L.P.	01/28/2011
	/s/ Kent C. McCarthy, Manager of Jayhawk Capital Management, LLC, which is the general partner of Jayhawk Private Equity GP, L.P., which is the general partner of Jayhawk Private Equity Co-Invest Fund, L.P.	01/28/2011
	** Signature of Reporting Person	Date
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