Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas New York NY 10018
Tel 212 930 9700 Fax 212 930 9725 www.srff.com
January 27, 2006
Terry French, Accountant Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Marine Growth Ventures, Inc.
Registration Statement on Form SB-2
File No. 333-128077
Filed December 19, 2005
Dear Ms. French:
This firm represents Marine Growth Ventures, Inc. (the "Company") in the
above-referenced matter. As part of a Registration Statement on Form SB-2 filed
by the Company we received a comment letter from the Staff on September 29,
2005. In this comment letter, Item 66 stated the following:
"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 those
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 the periods present;
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 Item 310(c)
of Regulation S-B."
We prepared a response to this letter on behalf of the Company and an
amended Registration Statement on Form SB-2 filing which was filed on December
19, 2005. The staff responded to this filing on January 9, 2006. Item 14 of this
response letter stated the following:
"Refer to your response to comment 66. Please provide the audited
financial statements of Sophlex for the periods required by Item 310(c) of
Regulation S-B. Rule 310(c)(3)(ii) of Regulation S-B does not require a
separate audited balance sheet since the acquisition occurred prior to
your latest audited balance sheet date of December 31, 2004. However, you
are still required to provide all other financial statements for the
business required."
We have prepared a response letter, on behalf of the Company, indicating
that we would be requesting a waiver of Item 310(c) of Regulation S-B in
response to Item 14 of the Staff's comment letter dated January 9, 2006. With
this letter, on behalf of the Company, we request a waiver of Item 310(c) of
Regulation S-B which requires two years audited income statements of significant
acquisitions. On September 1, 2004, the Company entered into a stock exchange
agreement whereby it acquired all of the outstanding stock of Sophlex Ship
Management, Inc. ("Sophlex"). At the time of the acquisition, both the Company
and Sophlex were private companies and Sophlex was owned entirely by one
shareholder. The Company is considered both the legal and accounting acquirer as
the Company retained control of more than 50% of the merged entity.
Specifically, the Company's stockholders retained 53% of the issued stock, while
the founder and sole shareholder of Sophlex received 47% of the issued stock of
the merged entity at the time of acquisition. Subsequent to the merger, by the
terms of an employment agreement effective September 1, 2004, the former sole
stockholder of Sophlex became the Chief Operating Officer of the Company
prospectively.
The Company did not have substantial operations prior to the acquisition
of Sophlex, and this is what triggers the requirements under Item 310(c).
However, Sophlex was not acquired for its operations, but rather to gain the
sole stockholder of Sophlex as its Chief Operating Officer and his knowledge of
ship operations. Prospectively, the Company's main focus of operations will not
be ship management. Rather, the Company intended to purse the cruise time share
business with the employment of its new Chief Operating Officer.
The consolidated financial statements as required under Item 310(c) would
be discussing the ship management business of Sophlex. At the time of the
acquisition, Sophlex had one customer, Rivera I. Subsequent to the acquisition
of Sophlex, the sole customer's ship, Riveria I, was destroyed by a fire on June
28, 2005. This fire ended Sophlex's ship management fees revenue stream. As
neither the Company, nor Sophlex, will be continuing in this operation, the
information gained from adding the audited financials of Sophlex prior to its
acquisition by the Company would not benefit the investor with respect to the
planned operations of the Company going forward. Therefore, we request a waiver
from Item 310(c) as the inclusion of a significant acquisition's financial
statements operations to a development stage company is not in the best
interests of the investors going forward when the acquired entity is no longer
in this business and the future ventures of the Company will not be in this same
business either.
***
Should you have any further questions, please do not hesitate to contact
the undersigned at (212) 930-9700.
Sincerely,
/s/ Yoel Goldfeder
Yoel Goldfeder
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