SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 3, 2007
MARINE GROWTH VENTURES, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or Other Jurisdiction of Incorporation) | 333-128077 (Commission File Number) | 20-0890800 (I.R.S. Employer Identification Number) |
405-A Atlantis Road, Cape Canaveral, Florida 32920
(Address of principal executive offices) (zip code)
(321) 783-1744
(Registrant's telephone number, including area code)
Thomas A. Rose, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant’s Certifying Accountant
On May 3, 2007, Marine Growth Ventures, Inc. (the “Company”) terminated the services of Weinberg & Company, PC (“Weinberg”) as its independent registered public accountants. The decision to terminate the services of Weinberg was recommended and approved by the Company’s Board of Directors.
During the two fiscal years ended December 31, 2005 and 2006, and through May 3, 2007, (i) there were no disagreements between the Company and Weinberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Weinberg would have caused Weinberg to make reference to the matter in its reports on the Company’s financial statements, and (ii) except for Weinberg’s report on the Company's December 31, 2006 and 2005 financial statements, which included an explanatory paragraph wherein they expressed substantial doubt about the Company's ability to continue as a going concern, Weinberg’s reports on the Company’s financial statements did not contain an adverse opinion or disclaimer of opinion, or was modified as to audit scope or accounting principles. During the two fiscal years ended December 31, 2006 and 2005 and through May 3, 2007, there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.
On May 3, 2007, the Company engaged the firm of Demetrius & Company, L.L.C. (“Demetrius”) to serve as its independent registered public accountants. The decision to hire Demetrius was recommended and approved by the Company’s Board of Directors.
During the two fiscal years ended December 31, 2006 and 2005 and through May 3, 2007, the Company has not consulted with Demetrius regarding either:
| 1. | The application of accounting principles to any specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to Demetrius nor oral advice was provided that Demetrius concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or |
| 2. | Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv) of Regulation S-B and the related instruction to Item 304 of Regulation S-B, or a reportable event, as that term is explained in Item 304(a)(1)(iv) of Regulation S-B. |
On May 3, 2007, the Company provided Weinberg with a copy of the disclosures it is making in response to Item 4.01 on this Form 8-K, and has requested that Weinberg furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements within 10 business days of the filing of this Form 8-K. Such letter is filed herewith as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number | | Description |
| 16.1 | | Letter on change in certifying accountant dated May 17, 2007 from Weinberg & Company, P.A. |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | MARINE GROWTH VENTURES, INC. |
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| Dated: May 17, 2007 | By: | /s/ Katherine Ostruszka |
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Katherine Ostruszka Chief Financial Officer |
