Marine Growth Ventures 10Q/A 2008 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended September 30, 2008

¨	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	(IRS Employer
of incorporation or organization)	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 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 October 31, 2008 – 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

The quarterly report of Marine Growth Ventures, Inc. (the “Company”), for the fiscal quarter ended September 30, 2008, filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 12, 2008, is hereby amended to provide amended financial statements and financial statement disclosure.

EXPLANATORY NOTE:

This Amendment No. 1 to our Quarterly Report on Form 10-Q gives effect to the correction in our financial statements of an error in our previous filing that resulted in the incorrect treatment of approximately $1,036,594. The Company had not recorded an impairment charge of $864,926 and it had incorrectly stated $171,677 of APIC as other income. The accompanying financial statements have been restated for this error. In addition, the Company has received comments from the Staff of the Securities and Exchange Commission in connection this and certain other reports that it has filed under the Securities Exchange Act of 1934, as amended and the Securities Act of 1933. The aforementioned error arose from our consideration of these comments. In addition, certain disclosures have been enhanced as a result of our consideration of the comments. We intend to fully respond to, and properly address, all comments received. While we believe this amendment embodies all comments and suggestions by the Staff, they have not approved our filings and, accordingly, additional changes may be required.

MARINE GROWTH VENTURES, INC.

FORM 10-Q/A

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

TABLE OF CONTENTS

PART 1	FINANCIAL STATEMENTS	4

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheet as of September 30, 2008 (Unaudited) and December 31, 2007 (Audited)	5

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2008 and 2007 (Unaudited)	6

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements as of September 30, 2008 (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4.	Controls and Procedures	18

PART II	OTHER INFORMATION	20

Item 1.	Legal Proceedings	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Submission of Matters to a Vote of Security Holders	20

Item 5.	Other Information	20

Item 6.	Exhibits	20

SIGNATURES		25

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 1350

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

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Marine Growth Ventures, Inc and Subsidiaries

Consolidated Balance Sheet

	September 30, 2008 “As Restated” (Unaudited)			December 31, 2007 (Audited)
ASSETS
CURRENT ASSETS
Cash	$	3,878		$	-
Accounts Receivable		-			6,000
Other Receivables		-			501
Prepaid Expenses		1,072			719
Vessel Held for Sale		1,425,000			-
Total Current Assets		1,429,950			87,220

FIXED ASSETS, NET		1,502,592			1,504,301

PREPAID FINANCING COSTS		4,156			20,781

OTHER ASSETS
Retainers		7,500			5,000
Other Deposits		2,181			2,181
Loan Reserve		-			67,916
Total Other Assets		9,681			75,097
TOTAL ASSETS	$	2,946,379		$	1,607,399
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Accrued Payroll	$	405,840		$	581,414
Accounts Payable		347,339			376,290
Cash Overdraft		-			17,343
Accrued Interest Payable		136,734			135,905
Accrued Expenses		233,178			261,226
Deferred Expenses		-			19,166
Other Payables		195,190			-
Note Payable – Greystone		1,213,873			270,833
Note Payable – Stockholder		132,235			769,050
Note Payable – Other		573,950			275,500
Total Current Liabilities		3,238,339			2,706,727

LONG TERM LIABILITIES
Greystone Note Payable		3,703,353			1,168,150
Total Long Term Liabilities		3,703,535			1,168,150

TOTAL LIABILITIES		6,941,692			3,874,877
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 and 21,739,500 issued and outstanding, respectively		21,840			21,740
Additional Paid-In Capital		810,578			555,699
Accumulated Deficit		(4,793,023	)		(2,811,864	)
Accumulated Other Comprehensive Income (Loss)		(34,708	)		(33,053	)
Total Stockholders' Deficiency		(3,995,313	)		(2,267,478	)
TOTAL LIABILITIES & STOCKHOLDERS'
DEFICIENCY	$	2,946,379		$	1,607,399

See Accompanying Notes to Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc and Subsidiaries

Consoldiated Statement of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
	“ As Restated”						“As Restated”
REVENUE
Ship Management Fees and Consulting Income	$	-		$	6,000		$	12,000		$	82,308
Cost of Sales		-			-			(128,125	)		-

GROSS PROFIT (LOSS)		-			6,000			(116,125	)		82,308

EXPENSES
Payroll and Related Expenses		40,757			89,610			140,081			266,377
Professional Fees		67,981			82,962			167,053			165,235
General and Administrative Expenses		49,666			27,841			91,418			71,017
Selling Expenses		57,765			(54	)		60,331			765
Impairment of Vessel		864,926			-			864,926			-
Operating Expenses		76,744			192,983			229,578			311,586
Total Expenses		1,329,506			393,342			1,553,387			814,980

LOSS FROM OPERATIONS		(1,329,506	)		(387,342	)		(1,669,512	)		(732,396	)

OTHER INCOME (EXPENSE)
Interest		(123,573	)		(58,961	)		(242,878	)		(119,039	)
Loan Service Fee		(19,109	)		(8,079	)		(31,775	)		(17,348	)
Sales Tax		(813	)		81,769			(991	)		(1,013	)
Other		(29,772	)		(5,530	)		(36,007	)		(12,651	)
Total Other Expense		(173,267	)		9,199			(311,651	)		(150,051	)

NET LOSS	$	( 1,502,772	)	$	(378,143	)	$	(1,981,163	)	$	(882,723	)

Basic and diluted loss per common share	$	(0.07	)	$	(0.02	)	$	(0.09	)	$	(0.04	)

Weighted average number of common shares outstanding - basic and diluted		21,839,500			21,739,500			21,839,500			21,739,500

See Accompanying Notes To Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc and Subsidiaries

Consolidated Statement of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30,
	2008			2007
	“As Restated”
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,981,163	)	$	(882,723	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation & Amortization		16,917			8,588
Donated Rent & Services		13,313			2,812
Impairment of Vessel		864,926			-
Changes in Operation Assets & Liabilities:
Accounts Receivable		6,000			(6,000	)
Other Receivables		501			(85,244	)
Prepaid Expense		(2,500	)		-
Prepaid Insurance		(354	)		(325	)
Accrued Payroll		66,093			195,400
Accounts Payable		43,566			166,321
Other Accounts Payable		147,291			(3,660	)
Accrued Interest Payable		118,920			89,863
Accrued Expenses		36,015			(12,698	)
Deferred Expenses		-			19,166
Deferred Rent		-			-
Net Cash Used by Operating Activities		(670,475	)		(508,643	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Vessel Furnishings		-			(13,000	)
Legal Fees on Vessel Purchase					(69,891	)
Net Cash Provided by Investing Activities		-			(82,891	)

CASH FLOWS FROM FINANCING ACTIVITIES
Loan Costs		-			(13,000	)
Cash Overdraft		(17,343	)		-
Payment on Note Payable – Greystone		(141,499	)		(20,833	)
Proceeds From Note Payable-Stockholder		384,983			519,800
Proceeds From Note Payable – Related Party		448,450			150,000
Net Cash Provided by Financing Activities		674,591			635,967

Currency Conversion Gain/Loss		(238	)		(39,682	)

NET INCREASE (DECREASE) IN CASH:		3,878			6,966

BEGINNING CASH		-			3,947

ENDING CASH	$	3,878		$	10,913

SUPPLEMENTAL DISCLOSURES OF CASH ITEMS
Interest Paid	$	125,365		$	-
Income Taxes Paid		-			-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING & FINANCING ACTIVITES
Greystone (Pacific Aurora Note)	$	1,197,021		$	-
Payment on Note Payable – Stockholder		(1,021,798	)		-
Payment on Accrued Interest		(25,223	)
Payments on Note Payable – Related Party		(150,000	)		-
Greystone (Babe Note)		2,350,002			-
Purchase of Fixed Assets (Babe)		(2,289,926	)		-
Advances on Ship Purchases		(60,076	)		-
Purchase of Fixed Assets (Pacific Aurora)				$	(1,350,000	)
Loan Costs		-			(20,250	)
Loan Reserve		-			(67,916	)
Reserve Legal Fees		-			(61,834	)
Note Payable – Vessel Purchase Pacific Aurora		-			1,500,000
APIC		(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 September 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 currently pursuing additional opportunities with the vessel, Pacific Aurora which it purchased in 2007. The Company is working with a maritime lodging company in order to sell condos on the vessel 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.

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 nine months ended September 30, 2008, the Company had a net loss of $1,981,163 and a negative cash flow from operations of $670,475 and as September 30, 2008, the Company had a working capital deficiency of $1,808,389 and a stockholders’ deficiency of $3,995,313. 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.

(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 September 30, 2008 and for the nine months ended September 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 10K-SB filed on April 11, 2008.

(E)

Impairment of Vessel

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. The Company recorded an impairment charge on the Babe in the amount of $864,926 for the three months ending September 30, 2009. $300,000 was for the approximately cost of disposal for the Babe. The remaining $564,926 was for the impairment of the fair market value of the Babe.

(F)

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 June 30, 2008 the company renegotiated the maturity date from February 20, 2008 to December 15, 2008. The balance at September 30, 2008 was $206,662 ($132,235 in principal and $74,427 in accrued interest).

, Revolving Note “B” issued on August 1, 2007

The Company increased the availability on the revolving note to $750,000. The balance at September 30, 2008 was $620,827 ($573,950 in principal and $46,877 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 $1500 rent expense and a corresponding related party liability for the six month ended September 30, 2008 and 2007. On September 30, 2008, 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 $5,438 during the three months ending September 30, 2008. These services and a corresponding related party liability was recorded. On September 30, 2008, this debt was forgiven and converted into additional paid in capital.

Note 4 – Fixed Assets

Fixed assets as of September 30, 2008 consisted of:

Office Furniture	$	1,286
Computer Equipment		1,827
Vessel		1,481,725
Vessel Furnishings		20,364
Less: Accumulated Depreciation		(1,818	)

Fixed Assets, net	$	3,792,518

Depreciation expense for the nine months ended September 30, 2008 and 2007 amounted to $292 and $276, respectively. No depreciation has been taken on the vessel, as it was not yet operational as of September 30, 2008.

Note 5 – Greystone Business Credit II, LLC

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) or (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 Note bears interest at a rate of 2.25%, plus the prime interest rate. During the nine months ended September 30, 2008, the Company was funded an additional $1,197,021 on the Pacific Aurora. As of September 30, 2008, the balance on this loan was $2,567,224.

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 for the purchase price of $2,289,926. The Company is required to pay interest only on all obligations owing under the Loan until October 15, 2008 at which time principal will be amortized over forty-eight months. The Note bears interest at a rate of 2.25%, plus the prime interest rate. During the nine months ended September 30, 2008, the Company was funded an additional $60,076 for the Babe. As of September 30, 2008 the balance on this loan was $2,350,002.

Minimum future required payments under the agreement with Greystone are as follows:

Year Ending December 31,	Amount

2009	$	1,213,873
2010	$	1,213,873
2011	$	1,213.873
2012	$	972,140

Note 6 – Restatements

The accompanying unaudited consolidated financial statements have been restated for the matters discussed below. All associated footnote disclosures have been revised for the matters giving rise to the financial statement restatements. In addition, certain of our footnotes have been augmented to provide expanded information about certain transactions and accounting therefore.

Impairment of Vessel

The Company had not recorded an impairment charge on the vessel the “Babe”. These financials have been corrected to record an impairment charge $864,926 on the Babe recognized as a result of the evaluation of the fair market value of the vessel in the amount of $564,926 and the approximately costs to dispose of it accordingly in the amount of $300,000.

Reclassification of forgiven payroll

The Company had deducted accrued payroll of $241,667, incurred $171,677 of payroll forgiveness and $69,900 in APIC as the result of an officer of exchanging $241,667 worth of accrued payroll for 100,000 shares of common stock. These financials have been corrected to state that the Company reported $241,577 in additional paid in capital and $100 in common stock on the financials as a result of the officer completing this exchange. The stock was valued based on the five day average trading value of the stock on the date of the exchange.

The following schedule illustrates the effects on the account classifications resulting from the above restatements:

For the nine months ending September 30, 2008

Net Loss Applicable to Stockholders, as previously reported	$	(944,570	)
Adjustments:
Impairment of Vessel		(864,926	)
Payroll and Related Expenses		(171,667	)
Net Loss Applicable to Stockholders, as restated		(1,981,163	)

Basic and Diluted Loss per Common Share (as previously state)	$	(0.02	)
Basic and Diluted Loss per Common Share (as Restated)	$	(0.09	)

Note 7 – Subsequent Event

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 interested in the ship “Pacific Aurora” in the Federal Court in Vancouver, BC Canada for admiralty action. Greystone seeks judgment in the amount of $2,851,919 against Marine Growth Canada, Ltd., Marine Growth Finance and Marine Growth Ventures. Additionally, Greystone seeks judgment against Fraction Marine in the amount of $215,193. This suit is currently pending.

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 vessel, Pacific Aurora which it purchased in 2007. The Company is working with a maritime lodging company in order to sell condos on the vessel 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.

With respect to the vessel Babe, our intention is not to operate the vessel, but to find a purchaser.

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 $1,981,163 and a negative cash flow from operations of $607,475 for the nine months ended September 30, 2008.

Three Months Ended September 30, 2008 and 2007:

Revenue: Revenue was $0 for the three months ended September 30, 2008 compared to $6,000 earned in the three months ended September 30, 2007. In the three months ended September 30, 2008, the company had no revenue. The Company began marketing sales on the condos on the vessel in July, 2009 and plans to have sales beginning in the fourth quarter of 2008.

Payroll and Related Expenses: Payroll and related expenses were $40,757 for the three months ended September 30, 2008 compared to $89,610 for the three months ended September 30, 2007. The decrease of $48,853 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 $67,981 for the three months ended September 30, 2008 compared to $82,962 for the three months ended September 30, 2007. The net decrease of $14,981 is primarily due to a decrease in consulting fees of $44,882 and an increase of legal and accounting fees of $27,161in the three months ended September 30, 2008.

General and Administrative Expenses: General and administrative expenses were $49,666 and $27,841 for the three months ended September 30, 2008 and 2007, respectively. General and administrative expenses increased by $33,825 in the three months ended September 30, 2008 as compared to the three months ended September 30, 2007. This increase is mainly due to the increase in travel. The Company is now is working with a maritime lodging company in order to sell condos on the vessel that will take weekend tours of the surrounding Pacific coastline.

Selling Expenses: Selling expenses were $57,765 and ($54) for the three months ended September 30, 2008 and 2007 respectively. During the three months ending September 30, 2008, the company has been focusing on selling condos on the vessel. With this focus, the Company has experienced a significant increase in its advertising costs.

Impairment of Vessel: Impairment charges were $864,926 and $0 for the three months ended September 30, 2008 and 2007, respectively. During the three months ending September 30, 2008, the Company recorded an impairment charge against the Babe to reflect the current fair market value and the costs of disposal. $300,000 was for the approximately cost of disposal for the Babe. The remaining $564,926 was for the impairment of the fair market value of the Babe.

Operating Expenses: Operating expenses were $76,744 for the three months ended September 30, 2008 compared to $192,983 for the three months ended September 30, 2007. Operating expenses decreased by $116,238 during the three months ended September 30, 2008. This decrease can be attributed to a decrease in crew-related expenses and supplies for the Pacific Aurora. The decrease is due to cost incurred in 2007 for setting up the ship and training of the crew. In 2008 we only maintained a skeleton crew. In 2008 we incurred a one-time inspection fee from our lender of $35,985. For the three months ended September 30, 2008, the majority of the expenses were as follows: ship insurance was $14,644, inspection fees were $38,853, and crew-related expenses were $15,894. For the three months ended September 30, 2007, the majority of the expenses were as follows: ship insurance was $11,473, supplies were $50,726, security was $5,000, and crew-related expenses were $117,795.

Other Income (Expenses): Other Income (Expenses) was ($173,627) for the three months ended September 30, 2008 and Other Income (Expenses) was $9,199 for the three months ended September 30, 2007. For the three months ended September 30, 2008, we had an increase in expenses of $182,466. For the three months ending September 30, 2008, the Company incurred additional loan service fees and additional interest expense due to the increase in borrowing from related parties and Greystone. Additionally, during the three months ended September 30, 2007, the Company applied for a refund of the sales tax paid on the purchase of the Pacific Aurora in the amount of $81,770 and this refund was approved in September, 2007 by the Canadian government.

Net Loss: Net loss was $1,502,772 and $378,143 for the three months ended September 30, 2008 and 2007, respectively. The increase in net loss is primarily attributed to impairment charges in the three months ended September 30, 2007.

Nine Months Ended September 30, 2008 and 2007:

Revenue: Revenue was $12,000 for the nine months ended September 30, 2008 compared to $82,308 earned in the nine months ended September 30, 2007. In the nine months ended June 30, 2008, the company had no revenue with respect to the condo sales. As of July 1, 2008, the Company began marketing the sales on condos on the vessel.

Payroll and Related Expenses: Payroll and related expenses were $140,081 for the nine months ended September 30, 2008 compared to $266,377 for the nine months ended September 30, 2007. The decrease of $126,296 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 $167,053 for the nine months ended September 30, 2008 compared to $165,235 for the nine months ended June 30, 2007. Professional fees are consistent with prior periods. However, 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 vessel 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 $91,418 and $71,017 for the nine months ended September 30, 2008 and 2007, respectively. General and administrative expenses decreased by $20,401 in the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007. This increase is primarily due to the increase in travel of $17,165. 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 vessel that will take weekend tours of the surrounding Pacific coastline

Selling Expenses: Selling expenses were $60,331 and $765 for the nine months ended September 30, 2008 and 2007 respectively. During the nine months ending September 30, 2008, the company has been focusing on selling condos on the vessel. With this focus, the Company has experienced a significant increase in its advertising costs.

Cost of Sales: Cost of sales were $128,125 for the nine months ended September 30, 2008 compared to $0 during the nine months ended September 30, 2007. The increase in this expense was due to the charter hire agreement for the Babe.

Operating Expenses: Operating expenses were $229,578 for the nine months ended September 30, 2008 compared to $311,586 for the nine months ended September 30, 2007. This decrease of $82,008 is attributable to decrease in supplies, crew and crew training in 2007. We are presently only maintaining a skeleton crew on the Pacific Aurora. For the nine months ended September 30, 2008 we incurred a one-time inspection free from our lender of $35,985. For the nine months ended September 30, 2008, the majority of the expenses were as follows: ship insurance was $38,574, navigation services were $12,580, parts and supplies were $38,683, inspection fees were $46,840 and crew related expenses were $73,070. For the nine months ended September 30, 2007, the majority of the expenses were as follows: ship insurance was $49,758, supplies were $76,438, security was $5,884, and crew related expenses were $163,692.

Other Income (Expenses): Other Expenses was $311,651 for the nine months ended September 30, 2008, and Other Expenses was$150,051 for the nine months ended September 30, 2007, an increase of $161,600 for the nine months ended September 30, 2008. The difference is primarily due an increase in interest expense of $123,839 during the nine months ended September 30, 2008.

Net Loss: Net loss was $1,981,163 and $882,723 for the nine months ended September 30, 2008 and 2007, respectively. The increase in net loss is primarily attributed to the increase in interest expense and impairment charges during the nine months ended September 30, 2008.

Liquidity and Capital Resources

For the nine months ended September 30, 2008, we had a negative cash flow from operations of $670,475 compared to a negative cash flow of $508,643 as of September 30, 2007, an increase in the negative cash flow of $161,832. 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 nine months ended September 30, 2008, we had a net loss of $1,981,163 compared to a net loss of $882,723 for the nine months ended September 30, 2007, an increase in the net loss of $1,098,440.

For the nine months ended September 30, 2008, the majority of the officers waived their payroll as of March 1, 2008 and will continue to do so until the Company has sustainable revenues.

For the period ended September 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 September 30, 2008 was $206,662 ($132,325 in principal and $74,427 in accrued interest). $496,000 was paid down from the proceeds from the June 12 Modification Agreement with Greystone Business Credit II.

The Company increased the availability on the Revolving Note “B” issued on August 1, 2007, to $750,000. The balance at September 30, 2008 was $620,872 ($573,950 in principal and $46,877 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 condo sales in the 1st quarter of 2009, 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. All sales generated from any activities by the company and its subsidiaries are required to repay the Greystone debt first. The Company will need to continue to look for additional financing to fund its working capital needs.”

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 has been actively marketing the sale of the condos and expects to continue doing so in the 1st quarter of 2009, 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.

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 September 30, 2008 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 - 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 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 September 30, 2008, the principal balance was $132,235.

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%. On September 6, 2007 a first amendment was issued on Note B increasing the aggregate amount to $200,000. On November 27, 2007 a second amendment was issued on Note B increasing the aggregate amount to $300,000. On January 4, 2008 a third amendment was issued on Note B increasing the aggregate amount to $400,000. On February 11, 2008 a fourth amendment was issued on Note B increasing the aggregate amount to $500,000. On April 16, 2008, a fifth amendment was issued on Note B increasing the aggregate amount to $650,000, confirming the maturity date of Note B as December 31, 2008 and waiving all accrued and unpaid interest on Note B in the event of a repayment of Note B 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 $620,827 as of September 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. The principal balance due as of September 30, 2008 to $4,917,266.

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	Eighth 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)

10.21	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)

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

32.2	Certification of the CFO 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: April 30, 2009		By:	/s/ Craig Hodgkins
			Craig Hodgkins
			President and Director
			(Principal Executive Officer)

Dated: April 30, 2009		By:	/s/ Katherine Ostruszka
			Katherine Ostruszka
			Chief Financial Officer and Controller
			(Principal Financial Officer)

Marine Growth Ventures Inactive 10-Q/A2008 Q3 Quarterly report (amended)