SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FEINBERG JEFF

(Last)

(First)

(Middle)

C/O JLF ASSET MANAGEMENT, LLC

2775 VIA DE LA VALLE, SUITE 204

(Street)

DEL MAR

92014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2008

3. Issuer Name and Ticker or Trading Symbol
China Ritar Power Corp. [ CRTP.OB ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,921,956	I	Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Warrants	⁽²⁾	02/15/2010	Common Stock	280,373	$2.78	I	Footnote⁽³⁾

Explanation of Responses:

1. These shares of Common Stock (the "Shares") of China Ritar Power Corp. (the "Issuer") are held in the accounts of private investment vehicles over which Jeffrey L. Feinberg (the "Reporting Person") has investment discretion by virtue of his position in the management company or investment manager, as applicable, of said entities.

2. Each Common Stock Purchase Warrant (each a "Warrant" and together, the "Warrants") is immediately exercisable, however, the exercise of such Warrants is subject to a blocker provision. This blocker provision prevents the holder from exercising the Warrants if such holder would be more than a 9.99% beneficial owner of the Shares following such exercise. A Form of Common Stock Purchase Warrant is found in Exhibit 4.3 to the Form 8-K filed by the Issuer on February 22, 2007. Each Warrant entitles the holder to purchase one Share.

3. These Warrants are held in the accounts of private investment vehicles over which the Reporting Person has investment discretion by virtue of his position in the management company or investment manager, as applicable, of said entities.

Remarks:

(+) The Reporting Person hereby disclaims beneficial ownership over the securities reported on this Form 3 except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Jeffrey L. Feinberg(+)	03/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.