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

FORM 10-Q
 (Mark One)

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31,June 30, 2008
 

o            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

333-128077
(Commission file number)

MARINE GROWTH VENTURES, INC.
(Exact name of small business issuer as specified in its charter)
 
Delaware20-0890800
(State or other jurisdiction
of incorporation or organization)
(IRS Employer
Identification No.)
 
405-A Atlantis Road
Cape Canaveral, Florida 32920
(Address of principal executive offices)

(321) 783-1744
 (Issuer's telephone number)
N/A
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by a check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x   No o

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of March 31,August 13, 2008 – 21,739,50021,839,500 shares of common stock

Indicate by a check mark whether the registrant is (check one):
 
an accelerated filer o
a non accelerated filer o
or a smaller reporting company x
 
MARINE GROWTH VENTURES, INC.
FORM 10-Q
QUARTERLY PERIOD ENDED March 31,June 30, 2008
TABLE OF CONTENTS
 
PART 1  FINANCIAL STATEMENTS  3
   
Item 1.  Financial Statements  3
   
 
Condensed Consolidated Balance Sheet as of March 31,June 30, 2008 (Unaudited)
and December 31, 2007 (Audited)
4  3
   
 
Condensed Consolidated Statements of Operations for the Three  and Six
Months Ended March 31,June 30, 2008 and 2007 (Unaudited)
5 4
   
 
Consolidated Statements of Cash Flows for the ThreeSix Months Ended March 31,
June 30, 2008 and 2007 (Unaudited)
6 5
   
 
Notes to Condensed Consolidated Financial Statements as of March 31,June 30, 2008
(Unaudited)
76
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1110
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
   
Item 4.  Controls and Procedures1413
   
PART IIOTHER INFORMATION15 14
   
Item 1.     Legal Proceedings 15 14
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds15 14
   
Item 3. Defaults Upon Senior Securities 15 14
   
Item 4. Submission of Matters to a Vote of Security Holders 15 14
   
Item 5.  Other Information 1514
   
Item 6. Exhibits 1514
   
SIGNATURES  19
   
CERTIFICATIONS    
   
 Certification of CEO Pursuant to 13a-14(a) under the Exchange Act 
   
 Certification of CFO Pursuant to 13a-14(a) under the Exchange Act 
   
 Certification of the CEO Pursuant to 18 U.S.C. Section 1350231350  
   
 Certification of the CFO Pursuant to 18 U.S.C. Section 1350241350  
          

2

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS
 
3
Marine Growth Ventures, Inc and SubsidiariesMarine Growth Ventures, Inc and Subsidiaries Marine Growth Ventures, Inc and Subsidiaries 
Consolidated Balance SheetConsolidated Balance Sheet Consolidated Balance Sheet 
 
          
ASSETSASSETS ASSETS 
 
March 31, 2008
(Unaudited)
  December 31, 2007 (Audited)  
June 30, 2008
(Unaudited)
  December 31, 2007 (Audited) 
CURRENT ASSETS            
Cash $4,355  $-  $2,715  $- 
Escrow  6,500   - 
Accounts Receivable  12,000   6,000   -   6,000 
Other Receivables  -   501   -   501 
Prepaid Expenses  523   719   41   719 
Other Receivables, Net of Allowance  -   180,000   -   180,000 
Total Current Assets  23,378   187,220   2,756   187,220 
                
FIXED ASSETS, NET  1,503,400   1,504,301   1,503,480   1,504,301 
                
PREPAID FINANCING COSTS  15,240   20,781   11,956   20,781 
                
OTHER ASSETS                
Accounting Retainer  5,000   5,000   -   5,000 
Other Deposits  2,181   2,181   2,181   2,181 
Loan Reserve  67,916   67,916   -   67,916 
Total Other Assets  75,097   75,097   2,181   75,097 
TOTAL ASSETS $1,617,115  $1,787,399  $1,520,373  $1,787,399 
LIABILITIES AND STOCKHOLDER'S EQUITYLIABILITIES AND STOCKHOLDER'S EQUITY LIABILITIES AND STOCKHOLDER'S EQUITY 
CURRENT LIABILITIES                
Accrued Payroll $634,237  $581,414  $375,969  $581,414 
Accounts Payable  321,192   376,290   349,090   376,290 
Cash Overdraft  -   17,343   -   17,343 
Accrued Interest Payable  186,441   135,905   138,471   135,905 
Accrued Expenses  350,663   261,226   411,568   261,226 
Deferred Expenses  19,166   19,166   -   19,166 
Other Payables  -   180,000   -   180,000 
Note Payable – Greystone  249,996   270,833   369,982   270,833 
Note Payable – Stockholder  769,050   769,050   273,050   769,050 
Note Payable – Other  500,000   275,500   665,850   275,500 
Total Current Liabilities  3,030,745   2,886,727   2,283,980   2,886,727 
                
LONG TERM LIABILITIES                
Greystone Note Payable  1,168,321   1,168,150   1,603,256   1,168,150 
Total Long Term Liabilities  1,168,321   1,168,150   1,603,256   1,168,150 
                
TOTAL LIABILITIES  4,199,066   4,054,877   4,187,236   4,054,877 
STOCKHOLDERS' DEFICIENCYSTOCKHOLDERS' DEFICIENCY STOCKHOLDERS' DEFICIENCY 
Preferred Stock, $0.001 par value, 5,000,000        
shares authorized, none issued or outstanding        
Common Stock, $0.001 par value, 100,000,000        
shares authorized, 21,739,500 issued and outstanding  21,740   21,740 
Preferred Stock, $0.001 par value, 5,000,000
shares authorized, none issued or outstanding
        
Common Stock, $0.001 par value, 100,000,000
shares authorized, 21,839,500 issued and outstanding
  21,840   21,740 
Additional Paid-In Capital  558,136   555,699   633,473   555,699 
Accumulated Deficit  (3,131,153)  (2,811,864)  (3,290,250)  (2,811,864)
Accumulated Other Comprehensive Income (Loss)  (30,674)  (33,053)  (31,926)  (33,053)
Total Stockholders' Deficiency  (2,581,951)  (2,267,478)  (2,666,863)  (2,267,478)
TOTAL LIABILITIES & STOCKHOLDERS'        
DEFICIENCY $1,617,115  $1,787,399 
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY
 $1,520,373  $1,787,399 

See Accompanying Notes to Condensed Consolidated Financial Statements

 
43
 
 
Marine Growth Ventures, Inc and SubsidiariesMarine Growth Ventures, Inc and Subsidiaries Marine Growth Ventures, Inc and Subsidiaries 
Consoldiated Statement of OperationsConsoldiated Statement of Operations Consoldiated Statement of Operations 
(Unaudited)(Unaudited) (Unaudited) 
 Three Months Ended   
 March 31,  Three Months Ended  Six Months Ended 
 2008  2007  June 30,  June 30, 
 2008  2007  2008  2007 
REVENUE                  
Ship Management Fees and Consulting Income $12,000  $33,898  $-  $42,410  $12,000  $76,308 
        
Cost of Sales  64,063   -   64,062   -   128,125   - 
                        
GROSS PROFIT (LOSS)  (52,063)  33,989   (64,062)  42,410   (116,125)  76,308 
                        
EXPENSES                        
Payroll and Related Expenses  76,460   88,552   22,864   88,215   99,324   176,767 
Professional Fees  51,970   56,234   49,360   26,039   99,072   82,273 
General and Administrative Expenses  14,490   14,878   27,262   28,206   41,752   42,992 
Selling Expenses  1,360   -   1,206   819   2,566   819 
Operating Expenses  42,020   17,995   105,449   104,855   152,834   122,943 
Total Expenses  186,300   177,659   206,141   248,134   395,548   425,794 
                        
LOSS FROM OPERATIONS  (238,363)  (143,761)  (270,203)  (205,724)  (511,673)  (349,486)
                        
OTHER EXPENSE        
OTHER INCOME (EXPENSE)                
Interest  62,385   6,355   (56,920)  (53,723)  (119,305)  (60,078)
Loan Service Fee  8,659   -   (4,007)  -   (12,666)  - 
Amortization  5,542   - 
Sales Tax  -   81,000   -   (1,782)  (178)  (82,782)
Other  4,345   1,858   169,776   (10,377)  165,431   (12,234)
Total Other Expense  80,931   89,213   108,849   (65,882)  33,282   (155,094)
                        
NET LOSS $( 319,294) $(232,974) $( 161,354) $(271,606) $(478,391) $(504,580)
                        
Basic and diluted loss per common share $(0.01) $(0.01) $(0.01) $(0.01) $(0.02) $(0.02)
                        
Weighted average number of common
shares outstanding - basic and diluted
  21,739,500   21,739,500   21,839,500   21,739,500   21,839,500   21,739,500 


 

See Accompanying Notes To Condensed Consolidated Financial Statements

4
Marine Growth Ventures, Inc and Subsidiaries 
Consolidated Statement of Cash Flows 
(Unaudited) 
  
  Six Months Ended 
  June 30, 
  2008  2007 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(478,391) $(504,581)
Adjustments to reconcile net loss to net cash        
used in operating activities        
Depreciation & Amortization  9,646   4,340 
Donated Rent & Services  7,874   1,874 
Debt Forgiveness  (171,667)  - 
Changes in Operation Assets & Liabilities:        
Accounts Receivable  6,000   - 
Other Receivables  501   - 
Prepaid Expense  5,000   (286)
Prepaid Insurance  678   732 
Cash Overdraft  (17,343)  - 
Accrued Payroll  36,222   111,475 
Accounts Payable  (27,200)  23,271 
Other Accounts Payable  -   236 
Accrued Interest Payable  2,566   44,456 
Accrued Expenses  150,342   35,773 
Deferred Expenses  (19,166)  19,166 
Deferred Rent  -   (331)
Net Cash Used by Operating Activities  (494,938)  (263,875)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Legal Fees on Ship Purchase  -   (69,891)
Net Cash Provided by Investing Activities  -   (69,891)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Loan Costs  -   (13,000)
Payment on Note Payable – Greystone  106,171   - 
Proceeds From Note Payable-Stockholder (net)  -   396,000 
Proceeds From Note Payable – Related Party  390,350   - 
Net Cash Provided by Financing Activities  496,521   383,000 
         
Currency Conversion Gain/Loss  1,127   (31,236)
         
NET INCREASE (DECREASE) IN CASH:  2,715   17,999 
         
BEGINNING CASH  -   3,947 
         
ENDING CASH $2,715  $21,946 
         
SUPPLEMENTAL DISCLOSURES OF CASH ITEMS      
Interest Paid $23,870  $- 
Income Taxes Paid  -   - 
SUPPLEMENTAL DISCLOSURES OF NON-CASH  INVESTING & FINANCING ACTIVITES        
Line of Credit - Greystone $496,000  $- 
Payment on Note Payable – Stockholder  (496,000)    
Purchase of Fixed Assets  -  $1,350,000 
Loan Costs  -   (20,250)
Loan Reserve  -   (67,916)
Reserve Legal Fees  -   (61,834)
Note Payable – Ship Purchase  -   1,500,000 
Debt forgiveness of payroll  171,667     
APIC  (69,900)    
Common Stock  (100)    
Accrued payroll  241,667     
See Accompanying Notes To Condensed Consolidated Financial Statements
 
5
Marine Growth Ventures, Inc and Subsidiaries 
Consolidated Statement of Cash Flows 
(Unaudited) 
  
  Three Months Ended 
  March 31, 
  2008  2007 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(319,294) $(232,974)
Adjustments to reconcile net loss to net cash        
used in operating activities        
Depreciation & Amortization  5,638   92 
Donated Rent & Services  2,438   937 
Changes in Operation Assets & Liabilities:        
Accounts Receivables  (6,000)  - 
Sales Tax Receivable  501   - 
Other Receivables  (6,500)  - 
Prepaid Insurance  196   (3,240)
Cash Overdraft  (17,343)  - 
Accrued Payroll  52,822   60,738 
Accounts Payable  (34,913)  (13,349)
Accrued Interest Payable  50,536   6,355 
Accrued Expenses  69,257   36,514 
Deferred Rent  -   (1,888)
Net Cash Used by Operating Activities  (202,662)  (146,815)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Legal Fees on Ship Purchase  -   (69,891)
Net Cash Provided by Investing Activities  -   (69,891)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Loan Costs  -   (13,000)
Payment on Note Payable – Greystone  (20,666)  - 
Proceeds From Note Payable-Stockholder (net)  -   263,700 
Proceeds From Note Payable – Related Party  224,500   - 
Net Cash Provided by Financing Activities  203,834   250,700 
         
Currency Conversion Gain/Loss  3,183   (32,335)
         
NET INCREASE (DECREASE) IN CASH:  4,355   1,659 
         
BEGINNING CASH  -   3,947 
         
ENDING CASH $4,355  $5,606 
         
SUPPLEMENTAL DISCLOSURES OF CASH ITEMS        
Interest Paid $11,849  $- 
Income Taxes Paid  -   - 
SUPPLEMENTAL DISCLOSURES OF NON-CASH  INVESTING & FINANCING ACTIVITES        
Purchase of Fixed Assets $-  $1,350,000 
Loan Costs  -   (20,250)
Loan Reserve  -   (67,916)
Reserve Legal Fees  -   (61,834)
Note Payable – Ship Purchase  -   1,500,000 
See Accompanying Notes To Condensed Consolidated Financial Statements

6

Marine Growth Ventures, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
As of  March 31,June 30, 2008 (Unadudited)

Note 1 – Organization and Operations and Going Concern

Marine Growth Ventures, Inc. (“MGV”) was formed and incorporated in the state of Delaware on November 6, 2003.  MGV is a holding company that conducts its operations primarily  through a wholly-owned subsidiary, Sophlex Ship Management, Inc. (“Sophlex”).  MGV, Sophlex and MGV’s other subsidiaries are referred to collectively herein as the “Company”.

The Company had no significant business operations until its acquisition of Sophlex on September 1, 2004.  Sophlex, which was founded in 1999, provides ship crewing and management services to vessel owners and operators in the United States and abroad.   The founder and the sole shareholder of Sophlex at the time of the acquisition is the current Chief Operating Officer of the Company.   At the time acquisition both companies were private entities.

The Company is also currently pursuing additional opportunities with the cruiseship, Pacific Aurora which it purchased in 2007.   The Company is working with a new industry referredmaritime lodging company in order to as cruise timeshares, which combines traditional real estate timeshares with commercial cruise vacations.  Purchasers of cruise timeshares will receivesell condos on the right to a seven-day cruise each year for up to 15 years aboard a cruise ship purchased bythat will take weekend tours of the Company.surrounding Pacific coastline.  Purchasers may live aboard full-time, cruise only on weekends, rent out their condos as investment income, or any combination which suits their individual purposes.

In addition, the Company is pursuing other opportunities in the shipping industry.

Since its inception, the Company has been dependent upon the proceeds of loans from its stockholders and the receipt of capital investments to fund its continuing activities.  The Company has incurred operating losses since its inception.  The Company expects to incur significant increasing operating losses over the next several years, primarily due to the expansion of its business.   There is no assurance that the Company’s developmental and marketing efforts will be successful.   The Company will continue to require the infusion of capital or loans until operations become profitable.  There can be no assurance that the Company will ever achieve any revenues or profitable operations from the sale of its proposed products.  The Company is seeking additional capital at this time.  During the threesix months ended March 31,June 30, 2008, the Company had a net loss of $319,294$478,391 and a negative cash flow from operations of $202,622$494,938 and as March 31,June 30, 2008, the Company had a working capital deficiency of $3,007,367$2,281,224 and a stockholders’ deficiency of $2,579,694.$2,666,863.  As a result of the above, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.   The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 - Summary of Significant Accounting Policies

(A)  Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Marine Growth Ventures, Inc. and its wholly-owned subsidiaries, Marine Growth Finance & Charter, Inc., Inc., Sophlex Ship Management, Inc., Marine Growth Freight, Inc., Marine Aggregates, Inc., Gulf Casino Cruises, Inc., Ship Timeshare Management, Inc., Marine Growth Canada, Ltd., Fractional Marine, Inc., Cruiseship Share Owners Association, Inc. and Pacific Aurora Cruise Association, Inc.  All material inter-company accounts and transactions have been eliminated in consolidation.
 
76
 
(B)  Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results may differ from those estimates.

(C)  Loss per  Share

Net loss per  share (basic and diluted) has been computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during each period.  Common stock equivalents were not included in the calculation of diluted loss per share as there were none outstanding during the periods presented as well as their effect would be anti-dilutive.

(D)  Interim Condensed  Consolidated Financial Statements

The condensed consolidated financial statements as of March 31,June 30, 2008 and for the threesix months ended March 31,June 30, 2008 and 2007 are unaudited.   In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair representation of the consolidated financial position and the consolidated results of operations.   The consolidated results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.  The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year end December 31, 2007 appearing in Form 10KSB10K-SB filed on April 11, 2008.

(E)  Recent Accounting Pronouncements

In the opinion of management, there are no recent accounting pronouncements that will have a material effect the Company’s consolidated financial statements.

Note 3- Related Party Transactions

Revolving Note “A” issued on January 5, 2006

For the period ended March 31,June 30, 2008  the company renegotiated the maturity date from February 20, 2008 to December 15, 2008.  The balance at March 31,June 30, 2008 was $853,150$370,362 ($769,050273,050 in principal and $84,100$97,312 in accrued interest).
 
Revolving Note “B” issued on August 1, 2007

For the period ended March 31, 2008 theThe Company increased the availability on the revolving note from $300,000 to 500,000.   As of May 8, 2008, the Company increased the availability on the revolving note from $500,000 to $650,000.$750,000.  The balance at March 31,June 30, 2008 was $516,903$697,621 ($500,000665,850 in principal and $16,903$31,771 in accrued interest).

The Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by the Chairman of the Board of Directors.    The fair market value of this rent is $250 per month and is recorded as $750$1500 rent expense and a corresponding related party liability for the threesix month ended March 31,June 30, 2008 and 2007.   On March 31,June 30, 2008, this debt was forgiven and converted into additional paid in capital.

7

The Company utilizes employees of an entity controlled by the Chairman of the Board of Directors.    The value of the work done by the employees of the entity controlled by the Chairman of the Board of Directors equated to $1,688$6,375 during the threesix months ending March 31,June 30, 2008.  These services and a corresponding related party liability was recorded.   On March 31,June 30, 2008, this debt was forgiven and converted into additional paid in capital.

8
The company is using a company owned by a stockholder, who is also the majority member of the LLC that is the majority owner of the Company for consulting services.  During the twelve months ended December 31, 2007, the Company was charged $77,500 in consulting fees.  For the three months ended March 31, 2008 there were no fees incurred.

Note 4 - Concentration of Credit Risk

One customer accounted for the total revenue for the three months ended March 31, 2008 and  2007.

Note 5 – M/V Pacific Aurora

On March 15, 2007, Marine Growth Canada Ltd., a wholly-owned subsidiary of MGV entered into a Sale and Purchase Agreement with British Columbia Discovery Voyages, Inc., T. Jones Enterprises, Inc. and Trevor Jones, pursuant to which the Company purchased the Pacific Aurora, a Canadian flagged vessel, for an aggregate purchase price of $1,350,000. In accordance with the Sale and Purchase Agreement the Company completed the sale on March 27, 2007 and Marine Growth Ventures acquired the Pacific Aurora for use in its intended cruise timeshare business operations.  In conjunction with the purchase of the ship, the Company capitalized $131,725 worth of professional fees bringing the total value of the ship to $1,481,725.

Note 6 – Fixed Assets

Fixed assets as of March 31,June 30, 2008 consisted of:
 
Office Furniture   $1,286 
Computer Equipment   1,827 
Ship   1,481,725 
Ship Furnishings   20,364 
Less: Accumulated Depreciation    (1,721) 
 
Fixed Assets, net   
 $1,503,480 
Office Furniture $1,286 
Computer Equipment  1,827 
Ship  1,481,725 
Ship Furnishings  20,186 
Less: Accumulated Depreciation  (1,624)
     
Fixed Assets, net $1,503,400 
                                                               
Depreciation expense for the threesix months ended March 31,June 30, 2008 and 2007 amounted to $97$137 and $263,$103, respectively.  No depreciation has been taken on the ship, as it was not yet operational as of March 31, 2008June 30, 2008.

Note 75 – M/V Babe

On December 15, 2006Per the modification letter dated June 12, 2008, on July 1, 2008 there was an order appointing substitute custodian was signed appointing Sophlex Ship Management, Inc. the custodian of  M/V Babe.   The boat was arrested on January 5, 2007.
On January 9, 2007 Greystone Business Credit, the plaintiff in the case against the M/V Babe,  signed a maintenance and caretaking proposalextinguishment of the M/Vbareboat lease of the yacht Babe with Sophlex Ship Management, Inc.   This contract ended inbetween Lender and Fractional, on July 2007.

On July 30, 2007,1, 2008 Fractional Marine Inc., a wholly owned subsidiary of Marine Growth Ventures, Inc. entered into a Bareboat Charter with Greystone Maritime Holdings, LLC pursuanttook title to which the Company would hire a ship owned by Greystone Maritime, the M/V Babe for a period of 365 days, for a monthly cost of $21,354.17, with the intent that the Company would sell the ship to a third party.  The Company has an option to sell the Vessel to a third party or to purchase the Vessel itself or thru an affiliate.  If the ship is sold to a third party, the purchase price of $2,289,926.   The Company is required to pay interest only on all obligations owing under the shipLoan until October 15, 2008 at which time principal will be $2,500,000 payable to Greystone Maritime.   If the amount received for the ship is greater than $2,500,000 the Company will keep the additional funds, if the sales price for the ship is less than $2,500,000, the Company will be responsible for the shortfall which can be paid in twenty-four equal installments with interest to be calculated at the prime rate established by the Wall Street Journal during the month that the Company exercises its option to purchase, plus 2%.   If the Company elects to purchase the Vessel, the sales price shall be $2,500,000 less the received charter hire month payments of $21,354.17.   The purchase price shall be payableamortized over a sixty month period.  The interest rate shall be 10.25%.forty-eight months.

9
On August 28, 2007, Fractional Marine, Inc., a wholly owned subsidiary of Marine Growth Ventures, Inc., entered into a Bareboat Sub-Charter with an individual pursuant to which that individual will charter hire the M/V Babe for $6,000 per month until February 1, 2008 upon which time the individual has a purchase option.   As part of this agreement, the individual was to place a $180,000 security deposit for the boat.  The deposit would be non-refundable if the individual did not purchase the boat.   The individual had until Feb 1st, 2008 to secure separate financing for the security deposit and the purchase of the M/V Babe.  In conjunction with this agreement, the individual was required to secure collateral for the $180,000 through a third party.  As of March 31, 2008, the individual has not paid the monthly lease payment for January and February 2008, the security deposit, or secured financing for the purchase of the ship.  The individual is in default of the bareboat sub-charter. On April 21, 2008, the M/V Babe was repossessed by the Company.  The individual is in talks with the Company regarding payment of the outstanding amounts.  The Company has prepared the required documentation to foreclose on the collateral for the security deposit, if an agreement is not reached.  The Company has taken a full reserve against the $180,000 based upon the possible collectability of the money owed to the Company and the costs that will be incurred to collect these funds.

Note 86 – Greystone Business Credit II, LLC

To obtain funding for the purchase the Pacific Aurora, a Canadian flagged vessel, on March 27, 2007, Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., wholly-owned subsidiaries of Marine Growth Ventures, Inc., entered into a Loan and Security Agreement with Greystone Business Credit II LLC.  Pursuant to the terms of the Loan and Security Agreement, Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc. issued a Term Note to Greystone Business Credit II, LLC in the aggregate principal amount of $1,500,000 for a term of two years. The Term Note bears interest at a rate of 2.25%, plus the prime interest rate.   The principal is being amortized over six years with a balloon payment in two years.

Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc. granted a security interest in all of its assets, including the Pacific Aurora, to Greystone Business Credit II, LLC as security for the financing facility.  Marine Growth Canada, Ltd., and Marine Growth Finance & Charter, Inc. paid a commitment fee of $22,500 and will pay a loan servicing fee of .2% each month based on the outstanding principal of the Term Note.

In addition, the Company executed a Guaranty in favor of Greystone Business II, LLC to guaranty the full payment of all obligations due under the Term Note.  Interest expense of $33,065 and loan services fees of $8,659 were recorded for the period ended March 31,June 30, 2008.  In conjunction with this, a stockholder, who is also the majority member of the LLC that is the majority owner of the Company, pledged 300,000 shares of his common stock of an unrelated public company.
8
In June, 2008, Greystone Business Credit II and the Company agreed for Greystone Business Credit II to make additional advances to the Company under the Loan to increase the aggregate loans outstanding thereunder up to the following; (i) the lesser of 72.5% of the appraised fair market value of the yacht Aurora (net of appraisal, documentation and other related expenses) and (ii) $3,200,000.   This money is to be used to repay the monies owed with respect to Revolving Note A.  Any remaining unfunded availability may be used as working capital.  The Company is required to pay interest only on all obligations owing under the Loan until October 15, 2008 at which time it begins amortization of the loan principal over forty-eight months.   In addition, all net time-share revenues generated by the Pacific Aurora shall be applied as mandatory prepayments to reduce principal on such loan pursuant to the release prices agreed upon by Greystone Business Credit and the Company.  The Modification Letter also provides for the extinguishment of the bareboat lease of the yacht Babe between Lender and Fractional on July 1, 2008 and for the Company to purchase the Babe. (See Note 5).
As of March 31,June 30, 2008, the Company is past due in its payments to Greystone Business II, LLC.   The balance on the notenotes as of March 31,June 30, 2008 is $1,418,317.$1,973,238.

Note 97 – Subsequent Events

On April 21,July 1, 2008, per the Company repossessedmodification letter dated June 12, 2008, there was an extinguishment of the M/Vbareboat lease of the yacht Babe frombetween Lender and Fractional on July 1, 2008 and Fractional Marine took title to the individual with whom the Company had a Bareboat Sub-Charter. As of March 31, 2008, the individual has not paid the monthly lease payment for January and February 2008, the security deposit, or secured financingBabe for the purchase price of the ship.  The individual is in default of the bareboat sub-charter. The individual is in talks with the Company regarding payment of the outstanding amounts.  The Company has prepared the required documentation to foreclose on the collateral for the security deposit, if an agreement is not reached.  The Company has taken a full reserve against the $180,000 based upon the possible collectability of the money owed to the Company and the costs that will be incurred to collect these funds.$2,289,926. (See Note 5)

The company has changed its intentions with the cruise ship Pacific Aurora.   In prior months, the company was attempting to develop cruise vessels for a new industry referred to as cruise timeshares, which combines the concept of traditional real estate timeshares with commercial cruise vacations.  Purchasers of cruise timeshares would receive the right to a seven-day cruise each year for up to a period of 15 years aboard a cruise ship purchased by the Company.  The Company is now working with a maritime lodging company in order to sell condos on the cruise ship that will take weekend tours of the surrounding Pacific coastline.  Purchasers may live aboard full-time, cruise only on weekends, rent out their condos as investment income, or any combination which suits their individual purposes.


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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS

Forward-Looking Statements

This Quarterly Report of Form 10-Q, including this discussion and analysis by management, contains or incorporates forward-looking statements.   All statements other than statements of historical fact made in report are forward looking.  In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements.  These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words.  No assurances can be given that the future results anticipated by the forward-looking statements will be achieved.  Forward-looking statements reflect management’s current expectations and are inherently uncertain.  Our actual results may differ significantly from management’s expectations. The potential risks and uncertainties that could cause our actual results to differ materially from those expressed or implied herein are set forth in our Annual Report on Form 10-KSB for the year ended December 31, 2007.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith.  This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.  Such discussion represents only the best present assessment of our management.

Background

We were formed and incorporated in the state of Delaware on November 6, 2003.  We are a holding company and conduct our current operations solely through a wholly-owned subsidiary, Sophlex Ship Management, Inc. (“Sophlex”).

We had no significant business operations until our acquisition of Sophlex on September 1, 2004.  Sophlex, which was founded in 1999, provides ship crewing and management services to vessel owners and operators in the United States and abroad.  Our Chief Operating Officer was the founder and the sole shareholder of Sophlex prior to the acquisition.

We are also currently pursuing additional opportunities with the cruiseship, Pacific Aurora which it purchased in 2007.   The Company is working with a maritime lodging company in order to develop cruise vessels for a new industry referred to as cruise timeshares, which combines traditional real estate timeshares with commercial cruise vacations.  Purchasers of cruise timeshares will receivesell condos on the right to a seven-day cruise each year for up to a period of 15 years aboard a cruise ship purchased bythat will take weekend tours of the Company.surrounding Pacific coastline.  Purchasers may live aboard full-time, cruise only on weekends, rent out their condos as investment income, or any combination which suits their individual purposes.

Results of Operations

Since our inception, we have been dependent upon the proceeds of loans from our stockholders and the receipt of capital investment to fund our continuing activities.  We have incurred operating losses since our inception.  We expect to incur significant increasing operating losses over the next several years, primarily due to the expansion of our business. We will continue to require the infusion of capital until operations become profitable.  Presently, we have no commitments to provide such capital.   We had a net loss of $319,294$478,391 and a negative cash flow from operations of $202,662$494,938 for the threesix months ended March 31,June 30, 2008.

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Three Months Ended March 31,June 30, 2008 and 2007:

Revenue:   Revenue was $12,000$0 for the three months ended March 31,June 30, 2008 compared to $33,898$42,410 earned in the three months ended March 31,June 30, 2007.   The difference is due toIn the different income sources.  On August 28, 2007, Fractional Marine, Inc., a wholly owned subsidiarythree months ended June 30, 2008, the company had no revenue.  As of Marine Growth Ventures, Inc., entered into a Bareboat Sub-Charter with an individual pursuant to which that individual will charter hire the M/V Babe for $6,000 per month until FebruaryJuly 1, 2008, upon which time the individual has a purchase option.   Additionally, Sophlex Ship Management, Inc., was appointed asCompany began marketing the substitute custodian of M/V Babe.   This boat was arrestedsales on January 5, 2007.   On January 9, 2007 Greystone Business Credit,condos on the plaintiff in the case against the M/V Babe,  signed a maintenance and caretaking proposal of the M/V Babe with Sophlex Ship Management, Inc.  The final custodial payment was made in July, 2007 and no further fees will be charged to Greystone on a monthly basis in 2007.ship.

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Payroll and Related Expenses:   Payroll and related expenses were $76,460$22,864 for the three months ended March 31,June 30, 2008 compared to $88,552$88,215 for the three months ended March 31,June 30, 2007.  The decrease of $12,092$65,351 was due to several officerthe majority of the officers waiving their payroll as of March 1, 2008.2008 and will continue to do so until the Company has sustainable revenues.

Professional Fees:   Professional fees were $51,970$49,360 for the three months ended March 31,June 30, 2008 compared to $56,234$26,039 for the three months ended March 31,June 30, 2007.  The net increase of $23,321 is due in increase in accounting fees of $7,312, legal fees of $14,381, and other professional fees of $1,627.  The accounting fees have increased due to the timing of the filing of the 10k.  The legal and other professional fees increased because the Company was pursuing opportunities in a new industry referred to as cruise timeshares, which combines traditional real estate timeshares with commercial cruise vacations.    The Company is now is working with a maritime lodging company in order to sell condos on the cruise ship that will take weekend tours of the surrounding Pacific coastline.  This change in focus will require the continued investment in professional fees.

General and Administrative Expenses:  General and administrative expenses were $27,262 and $28,206 for the three months ended June 30, 2008 and 2007, respectively.  General and administrative expenses decreased by $944 in the three months ended June 30, 2008 as compared to the three months ended June 30, 2007.  This difference is mainly due to the increase in bad debt of $12,000 offset by a decrease in travel of $9,857.

Operating Expenses:  Operating expenses were $105,449 for the three months ended June 30, 2008 compared to $104,855 for the three months ended June 30, 2007.   Operating expenses remained relatively stable for both periods.

Other Income (Expenses):  Other Income was $108,849 for the three months ended June 30, 2008 and other expenses was ($65,882) for the three months ended June 30, 2007.   Other income (expenses) increased by $174,731 for the three months ended June 30, 2008.   For the three months ended June 30, 2008, the Company had debt forgiveness income of $171,667 due to an officer waiving a portion of their accrued payroll.

Net Loss:  Net loss before income taxes was $161,354 and $271,606 for the three months ended June 30, 2008 and 2007, respectively. The decrease in net loss is attributed to debt forgiveness income in the three months ending June 30, 2008.

Six  Months Ended June 30, 2008 and 2007:

Revenue:   Revenue was $0 for the six months ended June 30, 2008 compared to $76,308 earned in the six months ended June 30, 2007.    In the six months ended June 30, 2008, the company had no revenue.  As of July 1, 2008, the Company began marketing the sales on condos on the ship.

Payroll and Related Expenses:   Payroll and related expenses were $99,324 for the six months ended June 30, 2008 compared to $176,767 for the six months ended June 30, 2007.  The decrease of $4,264$77,443 was due to the majority of the officers waiving their payroll as of March 1, 2008 and will continue to do so until the Company has sustainable revenues.

Professional Fees:   Professional fees were $99,072 for the six months ended June 30, 2008 compared to $82,273 for the six months ended June 30, 2007.  The increase of $16,799 is mainly due to a net decrease in accounting fees of $17,576,$10,265, and an increase of legal $19,921 and consulting fees of 13,312.$7,800.  The accounting fees decreased due to a switch in auditors and the increase of the legal and consulting fees is because the Company is currentlywas pursuing opportunities in a new industry referred to as cruise timeshares, which combines traditional real estate timeshares with commercial cruise vacations.   The Company is now is working with a maritime lodging company in order to sell condos on the cruise ship that will take weekend tours of the surrounding Pacific coastline.  This change in focus will require the continued investment in professional fees.

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General and Administrative Expenses:  General and administrative expenses were $14,490$41,752 and $14,878$42,992 for the threesix months ended March 31,June 30, 2008 and 2007, respectively.  General and administrative expenses decreased by $388$1,240 in the three months ended March 31,June 30, 2008 as compared to the three months ended March 31,June 30, 2007. This difference is mainly due to the increase in bad debt by $12,000 offset by a decrease in travel of $12,628.

Operating Expenses:  Operating expenses were $42,020$152,834 for the threesix months ended March 31,June 30, 2008 compared to $17,995$122,943 for the threesix months ended March 31,June 30, 2007.   This increase of $24,025$29,891 was due to the operating expenses of the Pacific Aurora.

Other Income (Expenses):  Other Income was ($80,931)$33,282 for the threesix months ended March 31,June 30, 2008 and other expenses was ($89,212)155,094) for the threesix months ended March 31,June 30, 2007.   Other income (expenses) decreasedincreased by $8,281$188,376 for the threesix months ended March 31,June 30, 2008. For the threesix months ended March 31,June 30, 2008, bank fees were $879, finance charges were $3,466, interest expense was $62,385, loan service fees were $8,659, and amortization was $5,542.  For the three months ended March 31, 2007, bank fees were $210, finance charges were $538, interest expense was $6,355, ship sales tax was $81,000, and organizational costs were $1,109.Company had debt forgiveness income of $171,667 due to an officer waiving a portion of their accrued payroll.

Net Loss:  Net loss before income taxes was $319,294$478,391 and $232,974$504,580 for the threesix months ended March 31,June 30, 2008 and 2007, respectively. The increasedecrease in net loss is attributed to the decrease in expenses related to the purchase of the M/V Pacific Aurora.

Liquidity and Capital Resources

For the threesix months ended March 31,June 30, 2008, we had a negative cash flow from operations of $202,662$494,938 compared to a negative cash flow of $146,815$263,875 as of March 31,June 30, 2007, an increase in the negative cash flow of $55,847.$231,063.  Since inception, we have been dependent upon proceeds of loans from our stockholders and receipt of capital investment to fund our continuing activities.

For the threesix months ended March 31,June 30, 2008, we had a net loss of $319,294$478,391 compared to a net loss of $232,974$504,580 for the threesix months ended March 31,June 30, 2007, an increasea decrease in the net loss of $86,3620.$26,189.

One customer accounted forFor the total revenue for the threesix months ended June 30, 2008, the majority of the officers waived their payroll as of March 31,1, 2008 and 2007.will continue to do so until the Company has sustainable revenues.

For the period ended March 31,June 30, 2008, the company renegotiated the maturity date from February 20, 2008 to December 15, 2008 on Revolving Note “A” issued on January 5, 2006.  The balance at March 31,June 30, 2008 was $853,150$370,362 ($769,050273,050 in principal and $84,100$97,312 in accrued interest).   $496,000 was paid down from the proceeds from the June 12 Modification Agreement with Greystone Business Credit II.

 In June, 2008, Greystone Business Credit II and the Company agreed for Greystone Business Credit II to make additional advances to the Company under the Loan to increase the aggregate loans outstanding there under up to the following; (i) the lesser of 72.5% of the appraised fair market value of the yacht Aurora (net of appraisal, documentation and other related expenses) and (ii) $3,200,000.   This money is to be used to repay the monies owed with respect to Revolving Note A.  Any remaining unfunded availability may be used as working capital.  The Company is required to pay interest only on all obligations owing under the Loan until October 15, 2008 at which time it begin amortization of the loan principal over forty-eight months.   In addition, all net time-share revenues generated by the Pacific Aurora shall be applied as mandatory prepayments to reduce principal on such loan pursuant to the release prices agreed upon by Greystone Business Credit and the Company.  The Modification Letter also provides for the extinguishment of the bareboat lease of the yacht Babe between Lender and Fractional on July 1, 2008 and for the Company to purchase the Babe.
 
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For the period ended March 31, 2008 theThe Company increased the availability on the Revolving Note “B” issued non August 1, 2007, from $300,000 to 500,000.   As of May 8, 2008, the Company increased the availability on the revolving note from $500,000 to $650,000.$750,000.  The balance at March 31,June 30, 2008 was $516,903$697,621 ($500,000665,850 in principal and $16,903$31,771 in accrued interest).

 
We currently do not have sufficient cash reserves to meet all of our anticipated obligations for the next twelve months and there can be no assurance that we will ultimately close on the necessary financing. In addition to any third-party financing we may obtain, we currently expect that loans from our stockholders may be a continuing source of liquidity to fund our operations.   Accordingly, we will need to seek funding in the near future.   In view of the forgoing, there are no assurances that we can or will continue as a going concern.

Our ability to continue as a going concern is dependent on our ability to obtain additional funds through debt and equity funding as well as from sales of various services.   The Company expects to begin timesharecondo sales in the 2nd3rd quarter of 2008, which is expected to produce positive income and cash flow for the company.  However, we cannot be assured that there will be buyers interest in acquiring the condos or the volume or timing of such sales, or any.  With these sales the Company anticipates that it will become less reliant on short-term financing.

Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Policies

Going Concern:

Our ability to continue as a going concern is dependent on our ability to obtain additional funds through debt and equity funding as well as from sales of various services.   The Company expects to begin timesharecondo sales in the 2nd3rd quarter of 2008, which is expected to produce positive income and cash flow for the company.  With these sales the Company anticipates that it will become less reliant on short-term financing.

Concentrations of Credit Risk

One customer accounted for the total revenue for the three months ended March 31, 2008 and 2007.

Revenue Recognition

The Company recognizes ship management and consulting revenue when earned.  At the time of the transaction, the Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction and whether collectibility is reasonably assured.  If a significant portion of a fee is due after the normal payment terms, the Company accounts for the fee as not being fixed and determinable.  In these cases, the Company recognizes revenue as the fees become due.  Where the Company provides a service at a specific point in time and there are no remaining obligations, the Company recognizes revenue upon completion of the service.   The Company recognizes charter revenue on the first of the month when the fee is billed.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK- None

None
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ITEM 4 – CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of  March 31,June 30, 2008 and (ii) no change in internal controls over financial reporting occurred during the quarter ended March 31,June 30, 2008, that has materially affected, or is reasonably likely to materially affect,  our internal control over financial reporting.
 
Disclosure controls and procedures and other procedures are designed to ensure that information required to be disclosed in our reports or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and financial officer as appropriate, to allow timely decisions regarding required disclosure.
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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings - None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - None

Item 5.  Other Information

On January 5, 2006 the Company entered into a Revolving Note (“Note 1”A”) with an aggregate principal amount of $50,000 to Frank Crivello. Funds are advanced to us as needed to pay for ongoing operations. Note 1 had a maturity date of June 30, 2006. As a result of eleven amendments to Note 1, the principal amount of Note 1 was increased to $800,000 and the maturity date of Note 1 was extended to February 20, 2009. Note 1 has an interest rate of 10% and as of March 31,June 30, 2008, the principal balance was $769,050.$273,050.

On August 1, 2007, the Company issued a revolving note (“Note 2”B”), with an aggregate principal amount of $100,000 to an entity that is controlled by the Chairman of the Board of Directors.   Funds are advanced to the Company, as needed, to finance ongoing operations.  Note 2 had a maturity date of July 31, 2008.  It has been agreed that the maturity date will extend to December 31, 2008 unless the lender notifies the borrower, in writing, thirty days prior to the maturity date.  Note 2B bears an interest rate of 10%.   On September 6, 2007 a first amendment was issued on Note 2B increasing the aggregate amount to $200,000.  On November 27, 2007 a second amendment was issued on Note 2B increasing the aggregate amount to $300,000. On January 4, 2008 a third amendment was issued on Note 2B increasing the aggregate amount to $400,000.  On February 11, 2008 a fourth amendment was issued on Note 2B increasing the aggregate amount to $500,000.  On April 16, 2008, a fifth amendment was issued on Note 2B increasing the aggregate amount to $650,000, confirming the maturity date of Note 2B as December 31, 2008 and waiving all accrued and unpaid interest on Note 2B in the event of a repayment of Note 2B in full prior to September 30, 2008.  On June 25, 2008, a sixth amendment was issued on Note B increasing the aggregate amount to $750,000.  The principal balance on Note 2 was $500,000$665,850 as of March 31,June 30, 2008.

Per the Modification Letter dated June 12, 2008, Greystone Business Credit II and the Company agreed for Greystone Business Credit II to make additional advances to the Company under the Loan to increase the aggregate loans outstanding there under up to the following; (i) the lesser of 72.5% of the appraised fair market value of the yacht Aurora (net of appraisal, documentation and other related expenses) and (ii) $3,200,000.   This money is to be used to repay the monies owed with respect to Revolving Note A.  Any remaining unfunded availability may be used as working capital.  The Company is required to pay interest only on all obligations owing under the Loan until October 15, 2008 at which time it begins amortization of the loan principal over forty-eight months.   In addition, all net time-share revenues generated by the Pacific Aurora shall be applied as mandatory prepayments to reduce principal on such loan pursuant to the release prices agreed upon by Greystone Business Credit and the Company.  The Modification Letter also provides for the extinguishment of the bareboat lease of the yacht Babe between Lender and Fractional on July 1, 2008 and for the Company to purchase the Babe.

Item 6.  Exhibits

Number                                Description
 
NumberDescription
3.1Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).
  
3.2Certificate of Amendment to Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).
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3.3Certificate of Amendment to Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).
  
3.4Certificate of Amendment to Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).
  
3.5Registrant's By-Laws (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).
15
5.1Opinion of Sichenzia Ross Friedman Ference LLP (incorporated by reference to Exhibit 5.1 to Registrant’s Form SB-2/A filed on April 14, 2006).
  
10.1Employment agreement dated July 1, 2004 between the Registrant and Craig Hodgkins (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).
  
10.2Employment agreement dated July 1, 2004 between the Registrant and Capt. Timothy Levensaler (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).
 
10.3Seaman Engagement Contract between Sophlex Ship Management Co. Ltd. And Xiamen Zhonglianyang Seaman Service Co., Ltd. (incorporated by reference to Exhibit 10.3 to Registrant’s Form SB-2/A filed on April 14, 2006).
  
10.4$500,000.00 Revolving Secured Note, dated May 5, 2004, issued by Marine Growth Ventures Inc., Marine Growth Charter, Inc., Marine Growth Finance, Inc., Marine Growth Freight, Inc., Marine Growth Real Estate, Inc. and Gulf Casino Cruises, Inc. to Frank P. Crivello (incorporated by reference to Exhibit 10.4 to Registrant’s Form SB-2/A filed on April 14, 2006).
  
10.5$2,00,000.00 Promissory Note, dated October 21, 2004, issued by King Crown International Co. Ltd. to Marine Growth Finance, Inc. (incorporated by reference to Exhibit 10.5 to Registrant’s Form SB-2/A filed on April 14, 2006).
  
10.6Settlement Stipulation, dated April 7, 2005, between King Crown International Co. Ltd., Marine Growth Finance, Inc., Oceans Five Cruises, Inc. and Lee Young Union Ltd. (incorporated by reference to Exhibit 10.6 to Registrant’s Form SB-2/A filed on April 14, 2006).
  
10.7$50,000.00 Revolving Note, dated January 5, 2006, issued by Marine Growth Ventures Inc., Marine Growth Charter, Inc., Marine Growth Finance, Inc., Marine Growth Freight, Inc., Marine Growth Real Estate, Inc. and Gulf Casino Cruises, Inc. to Frank P. Crivello (incorporated by reference to Exhibit 10.1 to Form 10-QSB filed on March 31, 2006).
  
10.8Sale and Purchase Agreement, by and between British Columbia Discovery Voyages, Inc., T. Jones Enterprises, Inc. and Trevor Jones, as sellers, and Marine Growth Ventures, Inc., as buyer. (incorporated by reference to Exhibit 10.1 of Form 8-K filed March 28, 2007).
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10.9Loan and Security  Agreement  between  Greystone  Business Credit II LLC, Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., dated as of March 27, 2007  (incorporated by reference to Exhibit 10.2 of Form 8-K filed March 28, 2007).
  
10.10Guaranty in favor of Greystone Business Credit II LLC, by and among Marine Growth Ventures, Inc., Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., dated as of March 27, 2007 (incorporated by reference to Exhibit 10.3 of Form 8-K filed March 28, 2007).
  
10.11Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.4 of Form 8-K filed March 28, 2007).
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10.12First Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.5 of Form 8-K filed March 28, 2007).
  
10.13Second Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.6 of Form 8-K filed March 28, 2007).
  
10.14Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.7 of Form 8-K filed March 21, 2007).
  
10.15Forth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.8 of Form 8-K filed March 28, 2007).
  
10.16Fifth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.9 of Form 8-K filed March 28, 2007).
  
10.17
Sixth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello. (incorporated by reference to Exhibit 10.10 of Form 8-K filed March 28, 2007).
  
10.18Seventh Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.11 of Form 8-K filed March 28, 2007).
  
10.19Share Ship Agreement, date April 11, 2007, by and between Euro Oceans, Ltd., Marine Growth Ventures, Inc., Marine Growth Canada, Ltd., Sophlex Ship Management, Inc. and Ship Timeshare Management, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed April 17, 2007).
  
10.20Eighth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.1 of Form 8-K filed May 17, 2007).
  
10.21Ninth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.10 of Form 8-K filed July 5, 2007).
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10.22Bareboat Charter by and between Fractional Marine, Inc. and Greystone Maritime Holdings LLC, dated July 30, 2007 (incorporated by reference to Exhibit 10.1 of Form 8-K filed August 7, 2007).
  
10.23Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated August 1, 2007 (incorporated by reference to Exhibit 10.2 of Form 8-K filed August 7, 2007).
  
10.24First Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated September 6, 2007 (incorporated by reference to Exhibit 10.2 of Form 8-K filed September 10, 2007).
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10.25Tenth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.11 of Form 8-K filed September 25, 2007).
  
10.26Second Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated November 27, 2007 (incorporated by reference to Exhibit 10.3 of Form 8-K filed November 28, 2007).
  
10.27Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008 (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8, 2008).
  
10.28Forth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008 (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14, 2008).
 
10.29Fifth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008 (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 17, 2008).
  
10.30
Eleventh Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated March 19, 2008 (filed herewith).
  
10.31Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008 (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8, 2008).
  
10.32Forth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008 (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14, 2008).
  
10.32 Fifth Amendment to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008 (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 16, 2008) 
10.33 Sixth Amendment to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated June 25, 2008 (incorporated by reference to Exhibit 10.7 of Form 8-K filed June 26, 2008) 
10.34 Modification lf Agreement dated June 12, 2008 (incorporated by reference to Exhibit 10.1 of Form 8-k filed August 11, 2008) 
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31.1Certification of CEO Pursuant to 13a-14(a) under the Exchange Act.Act 
  
31.2
Certification of the CFO Pursuant to 13a-14(a) under the Exchange Act.
Act 
  
32.1
Certification of the CEO pursuant to 18 U.S.C Section 1350.
1350 
  
32.2Certification of the CFO pursuant to 18 U.S.C. Section 1350.1350 
 
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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.

 MARINE GROWTH VENTURES, INC. 
   
 
Dated:   May 13,August 14, 2008By:/s/ Craig Hodgkins 
  Craig Hodgkins 
  President and Director
(Principal Executive Officer)
 
    
    
Dated:   May 13,August 14, 2008By:/s/ Katherine Ostruszka 
  Katherine Ostruszka 
  Chief Financial Officer and Controller
(Principal Financial Officer)
 
  (Principal Financial Officer) 
 
 
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