SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 30, 2007
MARINE GROWTH VENTURES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-128077 | 20-0890800 |
| (State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
| of Incorporation) | Number) | 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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Bareboat Charter
On July 30, 2007, Fractional Marine, Inc., a wholly-owned subsidiary of the Company, entered into a Bareboat Charter with Greystone Maritime Holdings LLC, pursuant to which the Company would hire a ship owned by Greystone Maritime for a period of 365 days, for a monthly cost of $21,354.17, with the intent that the Company will sell the ship to a third party.
Revolving Note
On August 1, 2007, the Company issued a revolving note (the “Note”) with an aggregate principal amount of $100,000 to Irrevocable Children’s Trust, a trust controlled by David Marks, Chairman of our Board of Directors and the managing member of the LLC that is the majority owner of the Company. Funds are advanced to the Company, as needed, to pay for ongoing operations. The Note has 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. This Note has an interest rate of 10%.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | | Description |
| 10.1 | | Bareboat Charter by and between Fractional Marine, Inc. and Greystone Maritime Holdings LLC, dated July 30, 2007. |
| 10.2 | | Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated August 1, 2007. |
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.
| | MARINE GROWTH VENTURES, INC. |
| | |
| Dated: August 7, 2007 | By: /s/ Katherine Ostruszka |
| | Katherine Ostruszka |
| | Chief Financial Officer |
