Marine Growth Ventures 10Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

[ ] 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)

Delaware	20-0890800
(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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes [ ] 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 June 30, 2009 – 21,839,500 shares of common stock

Indicate by a check mark whether the registrant is (check one):

an accelerated filer [ ] a non accelerated filer [ ] or a smaller reporting company [X]

MARINE GROWTH VENTURES, INC.

FORM 10-Q

QUARTERLY PERIOD ENDED JUNE 30, 2009

TABLE OF CONTENTS

PART 1	FINANCIAL STATEMENTS	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of June 30, 2009 (Unaudited) December 31, 2008 (Audited)	4

	Condensed Consolidated Statements of Operations for the Three and Six
	Months Ended June 30, 2009 and 2008 (Unaudited)	5

	Consolidated Statements of Cash Flows for the Three and Six Months Ended
	June 30, 2009 and 2008 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements as of June 30, 2009 (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

Item 4.	Controls and Procedures	14

PART II	OTHER INFORMATION	15

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Submission of Matters to a Vote of Security Holders	15

Item 5.	Other Information	15

Item 6	Exhibits	15

SIGNATURES		20

CERTIFICATIONS

Certification of CEO Pursuant to 13a-14(a) under the Exchange Act		22

Certification of CFO Pursuant to 13a-14(a) under the Exchange Act		23

Certification of the CEO Pursuant to 18 U.S.C. Section 1350		24

Certification of the CFO Pursuant to 18 U.S.C. Section 1350		25

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Marine Growth Ventures, Inc and Subsidiaries
Consolidated Balance Sheets

ASSETS
	June 30, 2009 (Unaudited)			December 31, 2008 (Audited)
CURRENT ASSETS
Cash	$	5,773		$	7,897
Prepaid Expenses		56			734
Vessels Held for Sale		2,923,670			2,923,670
Total Current Assets		2,929,499			2,932,301

FIXED ASSETS, NET		636			818

PREPAID FINANCING COSTS		-			2,258

OTHER ASSETS
Retainers		6,516			17,500
Other Deposits		1,656			1,656
Total Other Assets		8,169			19,156
TOTAL ASSETS	$	2,938,304		$	2,954,533

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Accrued Payroll	$	433,485		$	434,235
Accounts Payable		371,401			539,986
Accrued Interest Payable		465,457			209,943
Accrued Expenses		531,084			259,450
Note Payable – Greystone		5,149,503			5,149,503
Note Payable – Stockholder		59,500			59,500
Note Payable – Other		776,613			648,613
Total Current Liabilities		7,787,043			7,301,230

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, 21,839,500 issued and outstanding		21,840			21,840
Additional Paid-In Capital		826,890			816,015
Accumulated Deficit		(5,656,397	)		(5,149,829	)
Accumulated Other Comprehensive (Loss)		(41,072	)		(34,723	)
Total Stockholders' Deficiency		(4,848,739	)		(4,346,697	)
TOTAL LIABILITIES & STOCKHOLDERS'
DEFICIENCY	$	2,938,304		$	2,954,533

See Accompanying Notes to Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc and Subsidiaries
Consoldiated Statement of Operations
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
REVENUE
Ship Management Fees and Consulting Income	$	-		$	-		$	-		$	12,000
Cost of Sales		-			64,062			-			128,125

GROSS PROFIT (LOSS)		-			(64,062	)		-			(116,125	)

EXPENSES
Payroll and Related Expenses		13,466			22,864			27,738			99,324
Professional Fees		70,623			49,360			107,180			99,072
General and Administrative Expenses		10,495			27,262			19,932			41,752
Selling Expenses		-			1,206			-			2,566
Operating Expenses		38,501			105,449			84,368			152,834
Total Expenses		133,085			206,141			239,218			395,548

LOSS FROM OPERATIONS		(133,085	)		(270,203	)		(239,218	)		(511,673	)

OTHER (EXPENSE)
Interest		(128,762	)		(56,920	)		(255,514	)		(119,305	)
Loan Service Fee		-			(4,007	)		-			(12,666	)
Sales Tax		(1,745	)		-			(2,182	)		(178	)
Other		(3,963	)		(1,891	)		(9,654	)		(6,236	)
Total Other Expense		(134,470	)		(62,818	)		(267,350	)		(138,835	)

NET LOSS	$	(267,555	)	$	(333,021	)	$	(506,568	)	$	(650,058	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

Weighted average number of common
shares outstanding - basic and diluted		21,839,500			21,839,500			21,839,500			21,839,500

See Accompanying Notes To Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
	Six Months Ended
	June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(506,568	)	$	(650,058	)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation & Amortization		182			9,646
Donated Rent & Services		10,875			7,874
Changes in Operation Assets & Liabilities:
Accounts Receivable		-			6,000
Prepaid Expense		-			5,000
Other Receivables		-			501
Retainer		12,343			-
Prepaid Insurance		(678	)		678
Accrued Payroll		(750	)		36,222
Accounts Payable & Accrued Expenses		105,307			123,142
Accrued Interest Payable		255,514			2,566
Deferred Expenses		-			(19,166	)
Net Cash Used by Operating Activities		(123,775	)		(477,595	)

CASH FLOWS FROM FINANCING ACTIVITIES
Payment on Note Payable – Greystone					106,171
Cash Overdraft		-			(17,343	)
Proceeds From Note Payable – Related Party		128,000			390,350
Net Cash Provided by Financing Activities		128,000			479,178

Currency Conversion Gain/Loss		(6,349	)		1,127

NET INCREASE (DECREASE) IN CASH:		(2,124	)		2,715

BEGINNING CASH		7,897			-

ENDING CASH	$	5,773		$	2,715


SUPPLEMENTAL DISCLOSURES OF CASH ITEMS
Interest Paid	$	-	$	-
Income Taxes Paid		-		-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING & FINANCING ACTIVITES
Line of Credit - Greystone		-	$	496,000
Payment on Note Payable – Stockholder		-		(496,000	)
Additional Paid-In Capital		-		(241,567	)
Common Stock		-		(100	)
Accrued payroll		-		241,667

See Accompanying Notes To Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of June 30, 2009 (Unadudited)

Note 1 – Organization and Operations, Going Concern and Bankruptcy

A.	Organization and Operations

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, 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. 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.

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

B. Going Concern

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 six months ended June 30, 2009, the Company had a net loss of $506,568 and a negative cash flow from operations of $123,775 and as June 30, 2009, the Company had a working capital deficiency of $4,857,544 and a stockholders’ deficiency of $4,848,739. 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.

C. Bankruptcy of Marine Growth Canada, Ltd., a wholly owned subsidiary of Marine Growth Ventures, Inc.

On July 2, 2009, the Supreme Court of the British Columbia in Bankruptcy declared Marine Growth Canada, Ltd (“MGC”) bankrupt under the laws of British Columbia. The court appointed a Trustee to manage the affairs and property of Marine Growth Canada, Ltd. The assets of MGC consists of the vessel the Pacific Aurora and its furnishings. (See Note 4A)

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.

(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 June 30, 2009 and for the six months ended June 30, 2009 and 2008 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, 2008 appearing in Form 10K filed on April 15, 2009.

(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.

(F)	Accounting for the Impairment of Long-Lived Assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is performed by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Note 3- Related Party Transactions

Revolving Note “A” issued on January 5, 2006

The balance at June 30, 2009 was $123,381 ($59,500 in principal and $63,881 in accrued interest).

Revolving Note “B” issued on August 1, 2007

The Company borrowed an additional $128,000 during the six months ended June 30, 2009. The balance at June 30, 2009 was $874,395 ($776,613 in principal and $97,782 in accrued interest). Since June 30, 2009, an additional $500 has been borrowed.

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 $1500 rent expense and a corresponding related party liability for the six month ended June 30, 2009 and 2008. On June 30, 2009, this debt was forgiven and converted into additional paid in capital.

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 $10,875 during the six months ending June 30, 2009. These services and a corresponding related party liability was recorded. On June 30, 2009, this debt was forgiven and converted into additional paid in capital.

Note 4 – Greystone Business Credit II, LLC

In June 2008, Greystone Business Credit II and the Company entered into a loan agreement. These monies were collateralized by the two vessels, the Pacific Aurora and the Babe.

A . Pacific Aurora

As of June 30, 2009, the balance on the loan from Greystone was $2,920,308 ($2,770,967 in principal, $132,961 in interest and $16,380 in loan service fees.) The carrying value of the vessel and its furnishing is $1,498,670. On February 9, 2009, the Company received a notice of default from Greystone. On March 6, 2009, Greystone Business Credit II, LLC filed against Marine Growth Canada, Ltd., Marine Growth Finance & Charter, Inc., Marine Growth Ventures, Inc., Fractional Marine, Inc., and all other parties interested in the ship “Pacific Aurora” in the Federal Court in Vancouver, BC Canada for admiralty action to foreclose its lien and acquire ownership and possession of the ship. Greystone seeks judgment in the amount of $2,851,919 against Marine Growth Canada, Ltd., Marine Growth Finance and Marine Growth Ventures. On July 2, 2009 the Supreme Court of the British Columbia in Bankruptcy declared Marine Growth Canada, Ltd bankrupt under the laws of British Columbia. (See Note 1)

B. Babe

As of June 30, 2009, the balance on the loan relating to this vessel was $2,549,369 ($2,378,536 in principal and $170,833 in interest.) The carrying value of the vessel is $1,425,000. We recorded an impairment expense against the vessel in the twelve months ended December 31, 2008 in the amount of $864,926. $300,000 was for the approximate cost of disposal for the Babe and $564,926 was due to the fact that fair market value was less than the carrying amount of the vessel. On February 9, 2009, the Company received a notice of default from Greystone and they continue to be default.

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-K for the year ended December 31, 2008.

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.

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 $506,568 and a negative cash flow from operations of $123,775 for the six months ended June 30, 2009.

Three Months Ended June 30, 2009 and 2008:

Payroll and Related Expenses: Payroll and related expenses were $13,466 for the three months ended June 30, 2009 compared to $22,864 for the three months ended June 30, 2008. The decrease of $9,398 was due to the waiving of the officers payroll until the Company has sustainable revenues.

Professional Fees: Professional fees were $70,623 for the three months ended June 30, 2009 compared to $49,360 for the three months ended June 30, 2008. The net increase of $21,263 is primarily due to an increase in legal fees incurred with respect to the Greystone legal proceedings.

General and Administrative Expenses: General and administrative expenses were $10,495 and $27,262 for the three months ended June 30, 2009 and 2008, respectively. General and administrative expenses decreased by $16,767 in the three months ended June 30, 2009 as compared to the three months ended June 30, 2008. This decrease is mainly due to a decrease in bed debt expense of $12,000, a decrease in travel of $1,544, a decrease in office expense of $2,457 and a decrease in auto expenses of $462.

Selling Expenses: Selling expenses were $0 and $1,260 for the three months ended June 30, 2009 and 2008 respectively.

Operating Expenses: Operating expenses were $38,501 for the three months ended June 30, 2009 compared to $105,449 for the three months ended June 30, 2008. Operating expenses decreased by $66,948 during the three months ended June 30, 2009. The net decrease in operating expenses is primarily due to an increase in dockage of $8,990, a decrease in crew expenses of $21,635, a decrease in inspection fees of $7,937, a decrease in processing fees of $1,401, a decrease in vessel supplies of $38,704 and a decrease in other operating expenses of $5,962.

Other Expenses: Other Expenses was $134,470 for the three months ended June 30, 2009 compared to $62,818 for the three months ended June 30, 2008. For the three months ended June 30, 2009, we had an increase in expenses of $71,652. This increase was primarily due to the continued financing costs of the M/V Pacific Aurora and the M/V Babe which had in increase in interest expense of $78,142 offset by a decrease in loan service fees of $4,008.

Net Loss: Net loss was $267,555 and $333,021 for the three months ended June 30, 2009 and 2008, respectively. The decrease in net loss of $65,466 attributed to the decrease in operating expenses offset by the increase in professional fees.

Six Months Ended June 30, 2009 and 2008:

Revenue: Revenue was $0 for the six months ended June 30, 2009 compared to $12,000 earned in the six months ended June, 2008. In the six months ended June 30, 2009, the company had no revenue. The reduction in revenue was due to the discontinuation of the bareboat charter.

Payroll and Related Expenses: Payroll and related expenses were $270,738 for the six months ended June 30, 2009 compared to $270,991 for the six months ended June 30, 2008. The decrease of $243,253 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 $107,180 for the six months ended June 30, 2009 compared to $99,072 for the six months ended June 30, 2008. The net increase of $8,108 is primarily due to the increase in legal fees incurred with respect to the Greystone legal proceedings.

General and Administrative Expenses: General and administrative expenses were $19,932 and $41,752 for the six months ended June 30, 2009 and 2008, respectively. General and administrative expenses decreased by $21,820 in the six months ended June 30, 2009 as compared to the six months ended June 30, 2008. This decrease is mainly due to a decrease in insurance of $2,245, a decrease in office related expenses of $3,407, a decrease in travel expenses of $3,267 and a decrease in bad debt expense of $12,000.

Selling Expenses: Selling expenses were $0 and $2,566 for the six months ended June 30, 2009 and 2008 respectively.

Operating Expenses: Operating expenses were $84,368 for the six months ended June 30, 2009 compared to $152,834 for the six months ended June 30, 2008. Operating expenses decreased by $68,466 during the six months ended June 30, 2009. The net decrease in operating expenses is primarily due to an increase in dockage of $26,297, a decrease in crew expenses of $38,763, a decrease in processing fees of $2,427, an increase in vessel insurance of $5,536, a decrease in inspection fees of $7,987, a decrease in vessel supplies of $39,438 and a decrease in other operating expenses of $11,504.

Other Expenses: Other Expenses was $267,350 for the six months ended June 30, 2009 compared to $138,835 for the six months ended June 30, 2008. For the six months ended June 30, 2009, we had an increase in expenses of $128,515. This increase was primarily due to the continued financing costs of the M/V Pacific Aurora and the M/V Babe which included an increase in interest expenses of $136,210 offset by a decrease in loan service fees of $12,666.

Net Loss: Net loss was $506,568 and $650,058 for the six months ended June 30, 2009 and 2008, respectively. The decrease in net loss of $143,490 attributed to the decrease in operating expenses offset by the increase in professional fees.

Liquidity and Capital Resources

On July 2, 2009, the Supreme Court of the British Columbia in Bankrupcty declared Marine Growth Canada, Ltd bankrupt under the laws of British Columbia. The court appointed a Trustee to manage the affairs and property of Marine Growth Canada, Ltd.

While the future of MGC and its assets is uncertain, the Company believes that the assets of Marine Growth Canada, Ltd including the Ship and its contents, will be sold by the Trustee and the proceeds from such sale will be used to pay amounts owing to MGC’s creditors.

The Company believes that it is not responsible for the debts of MGC and is not liable to Greystone for the indebtedness that is the subject of the Action. However, the seizure and sale of the Ship, which is an asset of MGC will prevent the Company from pursuing part of its current business plan.

For the six months ended June 30, 2009, we had a negative cash flow from operations of $123,775 compared to a negative cash flow of $477,595 as of June 30, 2008, a decrease in the negative cash flow of $353,820. Since inception, we have been dependent upon proceeds of loans from our stockholders and receipt of capital investment to fund our continuing activities.

The balance at June 30, 2009 on Revolving Note “A” issued on January 5, 2006 was $123,381 ($59,500 in principal and $62,881 in accrued interest).

On February 9, 2009, the Company received a notice of default from Greystone Business Credit II. Greystone has since petitioned the Supreme Court of the British Columbia in Bankruptcy for relief under the bankruptcy laws of British Columbia. On July 2, 2009, the court granted the application and placed Marine Growth Canada, Ltd in bankruptcy and appointed a trustee.

The company also have a note with Greystone with respect to the vessel, the Babe. As of June 30, 2009, the balance on the loan from Greystone was $2,549,369 ($2,378,536 in principal and $170,833 in interest.) On February 9, 2009, the Company received a notice of default from Greystone Business Credit II. This loan continues to be in default.

The Company borrowed an additional $128,000 on the Revolving Note “B” issued on August 1, 2007, during the six months ended June, 2009. At June 30, 2009 the balance on this note was $874,395 ($776,613 in principal and $97,782 in accrued interest). Subsequent to June 30, 2009, the Company borrowed an additional $500.

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. As we note in our consolidated balance sheets as of June 30, 2009 and December 31, 2008 as well as our related consolidated statements of operations, and cash flows for the year ended June 30, 2009, we have experienced, and expect to continue to experience, recurring net losses, negative cash flows from operations, limited amount of funds on our balance sheet. Accordingly, we have substantial doubt about our ability to continue as a going concern. We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue in existence.

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:

Impairment

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

ITEM 4 – CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2009 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

During the fourth quarter of 2008, a case was filed by Euro Oceans, Co. against Marine Growth Ventures, Inc., Marine Growth Canada, LTD, Sophlex Ship Management, Inc and Ship Timeshare Management, Inc. for breach of contract. This case is currently pending.

During the first quarter of 2009, a case was filed by Greystone Business Credit II, LLC against Marine Growth Canada, Ltd., Marine Growth Finance & Charter, Inc., Marine Growth Ventures, Inc., Fractional Marine, Inc., and all other interested in the ship “Pacific Aurora” in the Federal Court in Vancouver, BC Canada for admiralty action seeking to foreclose its lien and take ownership and possession of the ship. This case is currently pending.

During the second quarter of 2009, Greystone Business Credit II, filed an application for bankruptcy order against Marine Growth Canada, Ltd in the Supreme Court of British Columbia in Bankruptcy and insolvency. On July 2, 2009, the Bankruptcy Court of British Columbia placed Marine Growth Canada, Ltd in bankruptcy and appointed KPMG, LLP trustee of the estate, case number B0911301. This case is currently pending.

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 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 twelve 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 December 31, 2009. Note 1 has an interest rate of 10% and as June 30, 2009 the principal balance $59,500.

On August 1, 2007, the Company issued a revolving note (“Note 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 B bears an interest rate of 10%. As a result of seven amendments to Note B, the principal amount of Note B was increased to $750,000 and the maturity date was extended to December 31, 2009. The principal balance on Note B was $776,613 as of June 30, 2009. Subsequent to June 30, 2009, the Company borrowed an additional $500.

Item 6. Exhibits

Number	Description

3.1	Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).

3.2	Certificate 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).

3.3	Certificate 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).


3.4	Certificate 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).

3.5	Registrant's By-Laws (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).

5.1	Opinion 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).

10.1	Employment 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).

10.2	Employment 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).

10.3	Seaman 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).

10.6	Settlement 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).

10.8	Sale 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)

10.9	Loan 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)

10.10	Guaranty 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)

10.11	Revolving 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)

10.12	First 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)

10.13	Second 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)

10.14	Third 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)

10.15	Forth 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)

10.16	Fifth 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)

10.18	Seventh 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)

10.19	Share 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)

10.20	Eight 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 April 17, 2007)

10.21	Ninth 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)

10.22	Bareboat 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)

10.23	Revolving 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)

10.24	First 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)

10.25	Tenth 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)

10.26	Second 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)

10.27	Third 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)

10.28	Forth 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)

10.29	Fifth 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)

10.31	Third 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)

10.32	Forth 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)

10.35	Notice of default under Marine Growth Loan Agreement with Greystone Business Credit II, LLC dated February 9, 2009 (incorporated by reference to Exhibit 2.1 of Form 8-K filed on February 13, 2009)

10.36	Seventh Amendment to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated April 24, 2009 (filed herewith)

10.37	Twelfth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated April 24, 2009 (filed herewith)

10.38	Amendment to Bylaws of Marine Growth Ventures, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-k field on June 1, 2009)

31.1	Certification of CEO Pursuant to 13a-14(a) under the Exchange Act

31.2	Certification of the CFO Pursuant to 13a-14(a) under the Exchange Act

32.1	Certification of the CEO pursuant to 18 U.S.C Section 1350

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: July 31, 2009	By:	/s/ Craig Hodgkins
		Craig Hodgkins
		President and Director (Principal Executive Officer)



Dated: July 31, 2009	By:	/s/ Katherine Ostruszka
		Katherine Ostruszka
		Chief Financial Officer and Controller (Principal Financial Officer)

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Marine Growth Ventures Inactive 10-Q2009 Q2 Quarterly report

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