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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Wong Keith   2. Issuer Name and Ticker or Trading Symbol Cellular Biomedicine Group, Inc. [CBMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 8040 E. MORGAN TRAIL, UNIT 18 3. Date of Earliest Transaction (Month/Day/Year) 08/02/2012 (Street) SCOTTSDALE, AZ 85258 4. If Amendment, Date Original Filed(Month/Day/Year) 05/07/2013 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock (2) 08/02/2012   G   1,800,000 (1) D $ 0 446,520 (3) D   Common Stock (2) 08/02/2012   G   600,000 (1) D $ 0 446,520 (3) D   Common Stock (2) 08/02/2012   G   980,000 (1) D $ 0 446,520 (3) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wong Keith 8040 E. MORGAN TRAIL, UNIT 18 SCOTTSDALE, AZ 85258	X

Signatures

/s/ Keith Wong		08/09/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The amounts of shares do not reflect a share exchange conducted by the Company in connection with its reincorporation from Arizona to Delaware, with the same effect as a 1:100 reverse stock split, which became effective on January 31, 2013 (the ?Reverse Split?).
(2)	On August 2, 2012, Keith Wong transferred 1,800,000, 600,000, 980,000 shares of the Company?s common stock (collectively, the ?Shares?) as gifts to Rudolph Wong, Rebecca Wong, and Hong Chen, respectively. Rudolph Wong and Rebecca Wong are adult children of Keith Wong. Hong Chen is the wife of Keith Wong, who disclaims beneficial ownership of the Shares.
(3)	The amounts of shares reflect the Reverse Split.
Remarks: This Amendment on Form 4/A is being filed to revise disclosures regarding the stock transfers as reported in the original Form 4 filed on May 7, 2013. More specifically, (i) disclosure regarding shares gifted to Ms. Hong Chen was added to the Form 4 and (ii) the amounts of shares reported in Column 4 of Table I of the original Form 4 were amended.

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