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

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~For ~~to Section 13a-16 or 15(d)-16 of~~ the ~~Securities~~month ~~Exchange Act~~ of ~~1934~~February 2012.

For the month of September 2011

Commission File Number: 000-53465

China Dredging Group Co., Ltd. (Translation of registrant's name into English)

~~(Translation~~Floor of18, ~~registrant’s~~Tower ~~name~~A, ~~into~~Zhongshan ~~English)~~Building,

~~Floor~~No. 18154, ~~Tower~~Hudong ARoad, Gulou District,

~~Zhongshan~~Fuzhou ~~Building~~City, Fujian Province, PRC

~~No.~~(Address ~~154,~~of ~~Hudong~~principal ~~Road,~~executive office)

~~Gulou~~Indicate ~~District~~by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F S Form 40-F £

~~Fuzhou~~Indicate ~~City,~~by ~~Fujian~~check ~~Province~~mark ~~900092, P.R.C.~~if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):£

~~(Address~~Indicate ~~and~~by ~~telephone~~check ~~number of~~mark ~~principal~~if ~~executive~~the ~~offices~~registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):£

Indicate by check mark whether the registrant by ~~files~~furnishing orthe ~~will~~information ~~file~~contained ~~annual~~in ~~reports~~this ~~under~~Form ~~cover~~is ofalso ~~From~~thereby ~~20-F~~furnishing orthe ~~40-F~~information ~~Form~~to ~~20-F~~the xCommission ~~Form~~pursuant 40to Rule 12g3-F2(b) ounder the Securities Exchange Act of 1934. Yes £ No S

oOn ~~Indicate~~February by13, ~~check~~2012, the ~~mark~~Registrant ifissued ~~the~~a ~~registrant~~press isrelease ~~submitting~~announcing financial results for the ~~Form~~quarter ~~6-K~~ended inSeptember ~~paper~~30, as2011. ~~permitted~~A bycopy ~~Regulation~~of ~~S-T~~the ~~Rule~~press release ~~101(b)(~~is furnished as Exhibit 99.1) to this Report of Foreign Private Issuer on Form 6-K.

o Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

EXPLANATORY NOTE

China Dredging Group Co., Ltd. (the “Company”) is filing this Form 6-K to provide the following disclosures:

The management of the Company, in consultation with its Audit Committee and its independent registered public accounting firm, has concluded that the Company’s previously filed financial statements as of and for the year ended December 31, 2010 should no longer be relied upon because of errors in such financial statements. These errors relate to the accounting for the Company’s 2010 private placement of its Class A Preferred Shares, including errors relating to “make-good escrow,” redemption rights, embedded derivatives, a beneficial conversion feature and accretion of preferred share discount.

The Company is in the process of considering the impact of these errors and, as soon as practicable, expects to file restated financial statements as of and for the year ended December 31, 2010.

The Company’s Audit Committee discussed with the Company’s independent registered public accounting firm the matters disclosed in this Form 6-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA DREDGING GROUP CO., LTD.
September 16, 2011	By:	/s/ Xinrong Zhuo
		Xinrong Zhuo, Chief Executive Officer

CHINA DREDGING GROUP CO., LTD.

Date: February 13, 2012

/s/ Alfred Ho
Alfred Ho
Chief Financial Officer

Filing Compare · China Dredging Group Co., Ltd.