Mail Stop 3561
September 29, 2005
Craig Hodgkins
Marine Growth Ventures, Inc.
405-A Atlantis Road
Cape Canaveral, Florida 32920
Re: Marine Growth Ventures, Inc.
Registration Statement on Form SB-2
File No. 333-128077
Filed September 2, 2005
Dear Mr. Hopkins:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments. The page numbers mentioned in our comments refer to
those
used in the courtesy copies of the registration statement.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
* * * * *
1. We note that you have "entered into a term sheet" for the sale
of
$2.2 million principal amount of secured convertible notes and $5
million Standby Equity Distribution Agreement." Please disclose
the
material terms of the proposed sale of secured convertible notes
and
the Standby Equity Distribution Agreement. For example, describe
the
classes of securities underlying the notes and issuable pursuant
to
the Standby Equity Distribution Agreement. Disclose the formulas
for
determining the number of shares issuable; indicate whether these
formulas are based on market prices. Disclose the updated status
of
this financing and state whether the company expects the financing
to
be complete by the time of the resale.
Please file the Standby Equity Distribution Agreement and the
notes,
if available. Provide us with copies of the "term sheet" for the
secured convertible notes and the Standby Equity Distribution
Agreement. In your response letter, identify the investors
involved
with the sale of the secured convertible notes and the Standby
Equity
Distribution Agreement. Indicate whether any of the selling
shareholders are related to these investors. Confirm that the
current registration statement is not intended to cover the
issuance
of shares underlying the secured convertible notes and issuable
pursuant to the Standby Distribution Agreement.
2. Please avoid defining terms that are clear from context (e.g.,
"Common Stock" "we," "Marine Growth") or unnecessarily
capitalizing
the initial letters of easily-understood terms (e.g.,
"Prospectus").
Please do not use all-capitalized text in your prospectus. Please
revise throughout the prospectus.
3. In general, the prospectus`s discussion of your business should
focus on only current operations that have generated revenues or
proposed operations that are reasonably likely to occur in the
near
future. To that end, your disclosure should clearly identify and
discuss each step that must be taken before the services can be
offered and any appreciable amount of revenues is generated. The
specific timing and funding requirements for each step must be
disclosed clearly. For each type of business operations that the
company intends to conduct, you must indicate the current status
of
the operations. Please revise accordingly.
4. State whether any of the subsidiaries currently conducts
operations. Based on your disclosure, it appears that only
Sophlex
Ship Management, Inc. conducted any operations, with its sole
contract no longer expected to generate any revenues. If none of
your subsidiaries are currently conducting meaningful business
operations, please disclose this fact clearly.
Prospectus Summary, page 6
5. Indicate with specificity when the company intends to take the
steps necessary for quotations on the OTC Bulletin Board, such as
contacting market-makers.
6. Please briefly explain why the company is registering the
shares
for resale and, as a result, subjecting itself to the Exchange Act
reporting obligations. For example, is the company registering
the
resale due to a registration rights agreement with the selling
shareholders? Is the company registering the resale in order to
enter into the standby equity distribution agreement and secured
convertible notes agreement? Or are there other business purposes
for this resale?
Risk Factors, page 7
7. Please revise your subheadings so that they better describe the
risks discussed. Currently, some of your subheadings simply state
facts about the company or are so generic that they could apply to
any company. Examples include "Limited indications of
acceptability
of our cruise timeshare concept" and "We are dependent upon key
personnel and consultants." The revised subheadings should
clearly
convey the risk and the result of the risk as it specifically
applies
to the company.
8. Many of your risk factors are generic disclosure that could
apply
to any company. Please revise so the risk factors explain the
risks
as they specifically apply to your company. Additional clarity
and
more detailed factual disclosure should also be provided where
appropriate. The following are some examples of disclosure that
require revision:
* There is no guarantee that we will be able to acquire or finance
a
cruise vessel, page 7 - identify and discuss, in a meaningful way,
the reasons why you may not "successfully obtain and refurbish" a
cruise vessel;
* There is no guarantee that we will complete an agreement with
Cruise Timeshare Two, Inc., page 7 - disclose the current status
of
your efforts to complete an agreement with Cruise Timeshare Two,
Inc
and discuss the reasons why you may not be able to "successfully
obtain this agreement;"
* Additional financing will be necessary..., page 7 - quantify, if
known, the amount of additional financing that management
currently
expects the company will need in the near future and the
"financing"
you will need to raise in the future to fund your operations, as
discussed on page 8;
* If we fail to maintain effective internal controls..., page 8 -
revise so that the discussion addresses the company`s specific
situation (for example, has the company encountered deficiencies
in
its internal controls? Does the fact that it is a relatively new
company increase the risk that it has deficiencies in its internal
controls?);
* A downturn in economic conditions..., page 8 - describe in
greater
detail the nature of the "cyclical variation" in the vacation and
leisure industry and explain more clearly how this variation can
affect your company`s financial performance;
* We have a limited operating history..., page 8 - explain more
clearly why there can be "no assurance" that your proposed
operations
will be implemented successfully and why you "will not be able to
effectively implement [your] business plan;" identify and describe
"all risks inherent in a new business," "delays," and "other
problems" that may affect your company`s business;
* We may be unable to manage our growth..., page 8 - explain more
clearly why you "may not be able to expand [your] product and
service
offerings, [your] client base and markets, or implement the other
features of [your] business strategy at the rate or to the extent
presently planned;" and
* We are controlled by current officers..., page 10 - explain more
clearly the risks to investors.
9. In your response letter, please tell us whether the company
expects its common stock to be considered a "penny stock." If so,
explain in the risk factor section how the penny stock
restrictions
will limit shareholders` ability to resell the common stock.
We have a history of operating losses..., page 7
10. Please quantify the operating losses incurred since inception.
In addition, the discussion is overly generic; please describe the
"products" and "proposed products" that you intend to "discover
and
develop" and for which you intend to obtain "regulatory approval"
and
enter into "agreements."
11. Please disclose clearly that your auditor has issued a going-
concern opinion.
There is no guarantee that we will complete an agreement with
Cruise
Timeshare Two, Inc., page 7
12. Please file the agreement with Cruise Timeshare Two, Inc., if
available. If not, please tell us when you expect the agreement
to
be complete.
Limited indications of acceptability..., page 9
13. Please clarify what you mean by the statement that you
"received
limited indications as to the commercial acceptability of [your]
cruise timeshare program and fees."
There is currently no public market for our common stock..., page
10
14. Because the OTC Bulletin Board is a dealer system, please
revise
to clarify that the company will seek to have market-makers
provide
quotations for the common stock and it is possible that no market-
maker may want to provide such quotations. Please discuss the
relatively limited liquidity in the OTC Bulletin Board market as
compared to other public trading markets.
Management`s Discussion and Analysis..., page 11
Background, page 11
15. You state here that you conduct your operations primarily
through
your wholly-owned subsidiary, Sophlex Ship Management. Reconcile
this statement with the statement on page 6 that you operate
through
five wholly-owned subsidiaries. Your revised disclosure should
give
readers a better sense of each subsidiary`s activities and the
relative importance of each subsidiary to the company`s overall
business. Revise the Business and prospectus summary sections
accordingly.
16. Your Background discussion should provide a clearer overview
of
your company`s business. To that end, please describe more
clearly
the business activities that the company is currently conducting.
Explain what kinds of "opportunities" the company is pursuing in
cruise timeshares, as well as the "other opportunities in the
shipping industry." We note, for example, a reference to
"consulting" fees on page 12
Liquidity and Capital Resources, page 12
17. Please clarify what you mean by "overdraft of $5,868" and
describe the factual circumstances surrounding this overdraft.
18. Please identify the "outstanding debt obligation" that was
repaid
with the proceeds of your May 2005 private offering.
Plan of Operation and Financing Needs, page 12
19. State when the company expects to acquire a cruise vessel.
Disclose any steps that must be taken, or conditions that must be
satisfied, before the company can acquire this vessel (e.g.,
entering
into the Standby Equity Distribution Agreement). Indicate, if
known,
when the company intends to acquire any additional vessels. Also
state whether the company has identified the vessel it wishes to
acquire.
20. We note that management estimates that the vessel will cost
between $4 million and $6 million. Explain how management
determined
this price range. Disclose the anticipated cost of refurbishing
the
vessel.
21. Please discuss the costs of being a public company after the
completion of this offering. Disclose the anticipated costs, the
expected sources of funds, and effect on the company`s overall
liquidity.
22. Please indicate whether management expects loans from its
stockholders to continue to be a source of liquidity in the
future.
Please file any written loan agreements as exhibits.
23. Please list in a clear manner all expected sources of
liquidity.
It appears from your disclosure that the only expected sources of
liquidity are the Standby Equity Distribution Agreement and sale
of
secured convertible notes. If so, please state so clearly.
Discuss
in an useful manner management`s current expectations with respect
to
future cash flow from operations. It appears that, with the
burning
of the Rivera I, the company has no known source of operating
revenues. Discuss how management`s business plans (e.g., plans to
purchase a cruise ship) will change or be curtailed if the
expected
liquidity proves to be insufficient (e.g., explain how management
would react if the Standby Equity Distribution Agreement is not
completed). This discussion should not be limited to only a
statement that the company may "seek additional financing in the
future." Indicate the likelihood that the company will be able to
draw down any meaningful funding from the Standby Equity
Distribution
Agreement.
Results of Operations, page 13
Year Ended December 31, 2004 and Period from November 6, 2003...,
page 13
24. Please quantify the amount of the increase in revenues derived
from the acquisition of Sophlex Ship Management, Inc. and the
amount
of increase derived from the "consulting fees" from "related
parties." Your revised disclosure should identify the factors
contributing to a particular financial result and quantify the
effect
of each identified factor. Known trends and uncertainties, such
as
the impact of the loss of the Rivera I, should be discussed in
detail. Apply similar revisions throughout the MD&A section, as
applicable.
25. Disclose the nature of the "consulting fees" received during
this
period. Identify the "related parties" and describe the
consulting
services provided. Any relevant written agreements should be
filed
as exhibits.
Critical Accounting Policies, page 14
26. Please identify the customer that accounted for 66% of the
revenue. Identify the two related parties who are the company`s
customers. Indicate in the appropriate section whether these
customers are expected to generate similar levels of revenues in
the
future. Any written agreements with significant customers or
related
parties should be filed as exhibits.
Business, page 14
27. In your response letter, please tell us the address of your
website. Consider disclosing this information in your
registration
statement. See Item 101(c)(3) of Regulation S-B.
28. Please disclose the consideration paid for your acquisition of
Sophlex Ship Management, Inc. The notes to the financial
statements
indicate that $12,500, in the form of 1,000,000 common shares,
were
paid. In your response letter, explain how the parties determined
the amount of consideration.
Overview of Business, page 14
29. We note that the Rivera I burned down and no revenues are
expected from this contract. Indicate whether Sophlex Ship
Management, Inc., has contracts with any operating ships. If not,
then disclose this fact clearly and prominently in the Risk
Factors
and prospectus summary sections. In addition, state the number of
ships for which you have provided management services in the past.
If the Rivera I was the only ship for which you provided services,
clearly disclose this fact.
30. Please indicate whether and when management is planning to
eventually shift the company`s focus from the ship crewing and
management service business to the cruise timeshare business.
31. Please explain the significance of being an "International
Safety
Management Code-certified company holding a Document of Compliance
issued by the American Bureau of Shipping."
32. Refer to page 15. Clarify the nature of the "other entities"
to
whom you provide crews upon request. Your revised disclosure
should
give a clearer idea of the nature of your typical customers.
33. Provide support for the characterization of your crews as
"well-
trained" and "highly-motivated." Otherwise, revise the
characterizations as your beliefs. This comment also applies to
your
characterization of the cruise timeshare industry as "innovative."
34. Please state whether the company pays any form of
consideration
to the employment agencies from whom the company obtains its
crews.
Explain how the crews obtained from these agencies are
compensated.
For example, clarify whether the company or the employment
agencies
are responsible for the crews` compensation. Indicate whether the
monthly operating costs disclosed on page 12 include the cost of
compensating the crews.
35. Please disclose the extent to which you have provided each
type
of management services you list in bullet points and discuss in
the
text on page 15. If you have not provided particular services to
date, disclose this fact clearly.
36. Please state the current number of "short-term agreements" for
providing "specific management services." If none, please
disclose
this fact clearly.
37. Explain in greater detail how the company "assist[s] in
arranging
for the client`s financing needs." Describe the nature and source
of
the "financing" that the company will provide. To that end,
describe
the $2,000,000 financing that the company procured, as mentioned
on
page 16. In addition, describe how you generate revenues from
this
service.
38. Please explain the terms "pre-sale condition" and "pre-
scrapping
condition." Also explain what it means to "convert the ship."
39. Please explain how you "assist" a customer in obtaining a
vessel.
Describe the nature of the "conversion management" services you
provide.
40. Please explain what it means to "hold" a ship for federal
court.
Cruise Timeshares, page 16
41. Disclose the basis of your belief that Cruise Timeshare Two,
Inc.
is the only company that currently markets and sells timeshares on
a
cruise vessel.
42. Please provide us with copies of the relevant portions of the
Cruise Line International Association reports. In your response
letter, confirm, if true, that these reports are publicly
available
and were not prepared in connection with the registration
statement.
Provide supplemental support for the claim that "cruises are the
fast
growing segment" of the travel industry.
Our Solution, page 16
43. Please provide supplemental support for the claim that the
cost
of a cruise timeshare vacation would be less than a comparable
cruise
vacation. Also provide support for the claim that the ability to
receive preferences for food, beverages, and recreational services
is
a benefit that is not "available" with traditional commercial
cruises.
Our Strategy, page 16
44. Please refer to the first paragraph. Please clarify the
nature
of the "expenses" that will be reimbursed by Cruise Timeshare Two,
Inc.
45. We note that the agreement with Cruise Timeshare Two, Inc.
calls
for purchase of "between one and two" cruise ships "per year."
Please clarify whether the agreement requires this rate of
purchase
or if the purchases are at the discretion of the parties. Your
disclosure elsewhere mentions plans to purchase only one ship,
with
no indication that the company is obligated to make further
purchases. Explain the consequences under the agreement if you
are
financially unable to purchase another ship.
46. Please describe in greater detail, and with additional
clarity,
the duties of both companies under the agreement. Although
unclear,
it appears from your disclosure that your company will purchase
the
ships and Cruise Timeshare Two, Inc. will market the timeshares.
If
true, please revise to clarify.
47. We note that you intend to offer "incentive discounts" for the
cruise timeshares, which appear to result in the average sale
price
of $3,125 to $6,615 (rather than the retail price of $6,500 to
$9,500). Please explain the basis of the amount of incentive
discounts that the company currently intends to offer. Explain,
for
example, why the company does not expect the discounts to be
greater.
48. Describe in greater detail any other steps, aside from the
agreement with Cruise Timeshare Two, Inc., that the company has
taken
with respect to its cruise timeshare business.
Sales and Marketing, page 17
49. Provide supplemental support for the claim that there are
"many
similarities" between the demographics of purchasers of real
estate
timeshares and commercial cruise timeshares.
50. Please clarify how you intend to obtain the "existing lists of
potential real estate timeshare purchasers and/or commercial
cruise
customers." Explain what you mean by the statement "our present
marketing capabilities are sufficient to produce prospective
buyers;"
explain the basis for this conclusion, given that you have not
commenced any cruise timeshare operations.
51. We note that the cruise timeshares can be exchanged through a
timeshare industry exchange program. Please state whether this
program will be administered by your company and revenues are
expected from this exchange.
Competition, page 18
52. The discussion of vacation exchange companies, along with
their
competitive disadvantages, is confusing. Please revise to explain
more clearly how these companies compete with your company and why
your company enjoys a competitive advantage. To that end, explain
the "point systems" and why this system makes the cost of
acquiring
commercial cruises more expensive than obtaining a cruise
timeshare.
Explain the basis of the company`s expectation that its cruise
timeshares "will be associated with a vacation club."
Other Business Opportunities, page 18
53. Please describe in greater detail each of the bullet-pointed
opportunities and what the company seeks to accomplish with
respect
to each opportunity. Describe the current status of the company`s
efforts in pursuing these opportunities. Describe in greater
detail
the steps taken with respect to the opportunities. If the company
has not yet taken any appreciable steps, disclose this fact
clearly.
Indicate the timetable for pursuing these opportunities; if there
is
no timetable, then disclose this fact clearly. Finally, your
Liquidity section should explain how the pursuit of these
opportunities may affect the company`s financial condition and how
the company intends to finance the pursuit of the stated
opportunities.
Government Regulation, page 18
54. Briefly describe the applicable and significant Coast Guard
regulations. Explain how they affect the company`s business.
55. Please clarify what you mean by the statement that you will
"generally attempt to comply with state real estate offering
requirements, although the materials will not be reviewed by the
states." Describe more clearly the nature of the "requirements."
Do
you mean that your sale personnel will voluntarily apply for real
estate licenses?
56. Please state whether your company will apply for the
registration
of the cruise timeshares in Florida and elsewhere. Indicate
whether
such registration is required for your company, not just Cruise
Timeshares Two, Inc.
Legal Proceedings, page 19
57. Please discuss your lawsuit against Royal Pacific, as
described
in the notes to your financial statement. Provide all information
required by Item 103 of Regulation, including the factual
circumstances surrounding the litigation. Also discuss the status
of
the insurance claim with respect to the Rivera I; clarify what the
company means by the statement that its relationship with the
customer will be "re-evaluated" once the claim is complete.
Management, page 19
58. Please disclose each position, with corresponding dates, held
by
Ms. Ostruszka within the past five years.
59. We note Mr. Levensaler`s title as "Captain." Disclose his
maritime or sea-faring experience.
Executive Compensation, page 21
60. Please refer to the discussion of Mr. Hodgkins` employment
agreement. Disclose how much the compensation increases if the
"predetermined milestones" are met. Provide similar disclosure
for
Mr. Levensaler`s employment agreement as well. Discuss in the
MD&A
section the impact of Messrs. Hodgkins` and Levensaler`s
compensation.
Plan of Distribution, page 23
61. We note your reference to "donees, pledges, transferees, or
other
successors-in-interest" of the selling shareholders. Please note
that your registration statement must identify all selling
shareholders and provide Item 507 of Regulation S-B information
with
respect to all selling shareholders. If you are currently aware
of
any "donees, pledges, transferees, or other successors-in-
interest"
who intends to use this registration statement, they must be
identified and Item 507 information must be provided. In your
response letter, confirm your understanding of this obligation.
You
may add or substitute selling shareholders through the use of Rule
424(b) prospectus supplements only if certain conditions are
satisfied. For additional guidance, refer to the July 1997
Telephone
Interpretations B.81 and H.3.
Selling Stockholders, page 24
62. Please disclose the natural persons who exercise the voting
and/or dispositive powers over the securities to be offered for
resale by your selling stockholders that are non-reporting
entities.
For example, disclose the natural persons who have such powers
over
the shares held by Redwood Consultants, Tr-Cor, Inc., FEA, LLC,
and
Olympic Capital Group, Inc. Please see Interpretation I.60 of our
July 1997 Manual of Publicly Available Telephone Interpretations
and
Interpretation 4S of the Regulation S-K portion of the March 1999
Supplement to our July 1997 Manual of Publicly Available Telephone
Interpretations.
63. In your response letter, please indicate whether any of the
selling shareholders is a broker-dealer or affiliate, as defined
by
Rule 405 of Regulation C, of a broker-dealer.
Available Information, page 26
64. Please revise to set forth the SEC`s new address: 100 F
Street,
NE, Washington, DC 20549.
Consent of Independent Registered Public Accounting Firm
65. Please revise to include a consent for the review report on
page
F-15, dated August 30, 2005.
Financial Statements - December 31, 2004
Note A - Organization and Operations and Going Concern, page F-
and
Note G - Capital Transactions, page F-10 and Note I - Business
Combinations, page F-11
66. We note that you had no significant business operations prior
to
your acquisition of Sophlex Ship Management, Inc. on September 1,
2004 and the acquisition of Sophlex was effected through an
exchange
of your common stock for all of the outstanding stock of Sophlex.
Considering these factors, it appears the transaction may be a
reverse acquisition. Please address the following:
* tell us how you determined that Marine Growth Ventures was the
acquiring entity using the guidance in paragraphs 15-19 of FAS
141;
* if you determine that Sophlex is the acquiring entity, you
should
account for the transaction as a reverse acquisition and revise
the
financial statements of the registrant to include the operations
of
Sophlex for all periods presented; and
* if you continue to believe that Marine Growth Ventures is the
accounting acquirer, please provide the audited financial
statements
of Sophlex for the periods required by Item310(c) of Regulation
S-B.
Note B - Summary of Significant Accounting Policies, pages F-6 to
F-8
67. Refer to Note B(9) and (10) on pages F-7 and F-8. We note on
pages 14 and F-22 that Sophlex only had one contract for crew and
ship management services business. Tell us how you evaluated this
contractual arrangement and any other customer relationships in
assessing whether you should record an intangible asset for
management contracts or customer agreements in allocating the cost
of
the acquisition. See paragraph 39 of SFAS 141 for guidance.
Note F - Related Party Transaction, page F-9
68. Refer to the description of debt forgiveness by a majority
owner
in Note F(3). Please revise your financial statements to
reclassify
the forgiveness of debt as a capital contribution from the
majority
owner. Refer to footnote 1 in APB 26.
Note K - Subsequent Events, pages F-12 and F-13
69. Please revise Note K(1) to quantify the amount of additional
advances made subsequent to year end, if material. Also revise
Note
5 on page F-21 accordingly.
70. Please revise Note K(3) to disclose the current status of the
offering, including the amount of equity raised in the offering.
71. Please disclose the terms of the secured convertible notes,
including the conversion rate, the interest rate and maturity of
the
notes, if the terms have been agreed upon as of the date of the
term
sheet on April 28, 2005. Also revise Note 9 on page F-22
accordingly.
Financial Statements - June 30, 2005
Note 2 - Summary of Significant Accounting Policies, pages F-19
and
F-20
72. Disclose the nature of the items included in the line labeled
"Deposits" on the balance sheet. Also disclose your accounting
policy for Deposits.
Note 10 - Subsequent Events, page F-22
73. We also note on page F-22 that you are no longer providing
services to your only customer subsequent to the ship fire in June
2005. Tell us how you determined that the loss of this customer
did
not trigger an impairment loss pursuant to the guidance in
paragraph
17 of FAS 142.
Undertakings, page 5
74. Please delete the undertaking relating to Rule 430A; your
offering is not relying on such rule.
Signatures, page 5
75. Please identify the persons signing as the principal
accounting
officer (or controller), principal financial officer, and
principal
executive officer.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Claire DeLabar at (202) 551-3349 or Terry
French, Accountant Branch Chief, at (202) 551-3828 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Ted Yu at (202) 551-3372, Kathleen Krebs,
Special Counsel, at (202) 551-3350, or me at (202) 551-3810 with
any
other questions.
Sincerely,
Assistant Director
Larry Spirgel
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Craig Hodgkins
Marine Growth Ventures, Inc.
September 29, 2005
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