UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 15, 2007
MARINE GROWTH VENTURES, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-128077 20-0890800
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
405-A Atlantis Road, Cape Canaveral, Florida 32920
(Address of principal executive offices) (zip code)
(321) 783-1744
(Registrant's telephone number, including area code)
Copies to:
Thomas A. Rose, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Pacific Aurora Acquisition
On March 15, 2007, Marine Growth Canada Ltd., a wholly-owned subsidiary of
Marine Growth Ventures, Inc. (collectively, the "Company") entered into a Sale
and Purchase Agreement with British Columbia Discovery Voyages, Inc., T. Jones
Enterprises, Inc. and Trevor Jones, pursuant to which the Company will purchase
the Pacific Aurora, a Canadian flagged vessel, for an aggregate purchase price
of $1,350,000. In accordance with the Sale and Purchase Agreement the Company
made an initial down payment of $85,000, with the remaining purchase price to be
paid at the closing of the sale.
Note Amendment
On January 5, 2006, Marine Growth Ventures, Inc. (the "Company") issued a
revolving note (the "Note"), with an aggregate principal amount of $50,000 to a
stockholder, who is also the majority member of the LLC that is the majority
owner of the Company. Funds are advanced to the Company, as needed, to pay for
ongoing operations. The Note had a maturity date of June 30, 2006. It has been
agreed that the maturity date will extend to December 31, 2006 unless the lender
notifies the borrower, in writing, thirty days prior to the maturity date. This
Note has an interest rate of 10%.
On March 31, 2006, an amendment was issued on this Note increasing the
aggregate principal amount to $100,000.
On June 20, 2006, a second amendment was issued on this Note increasing
the aggregate principal amount to $150,000.
On October 6, 2006, a third amendment was issued on this Note increasing
the aggregate principal amount to $200,000.
On January 16, 2007, a fourth amendment was issued on this Note increasing
the aggregate principal amount to $250,000 and extending the maturity date to
January 15, 2008.
On February 20, 2007, a fifth amendment was issued on this Note increasing
the aggregate principal amount to $300,000 and extending the maturity date to
February 20, 2008.
On March 16, 2007, a sixth amendment was issued on this Note increasing
the aggregate principal amount to $400,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
- --------------------------------------------------------------------------------
10.1 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.
10.2 Revolving Note by and among Marine Growth Ventures, Inc., its
subsidiaries and Frank P. Crivello (incorporated by reference
to the exhibits to Registrants Form 10-QSB filed on May 16,
2006).
10.3 First Amendment to Revolving Note by and among Marine Growth
Ventures, Inc., its subsidiaries and Frank P. Crivello
(incorporated by reference to the exhibits to Registrants Form
10-QSB filed on May 16, 2006).
10.4 Second Amendment to Revolving Note by and among Marine Growth
Ventures, Inc., its subsidiaries and Frank P. Crivello
(incorporated by reference to the exhibits to Registrants Form
10-QSB filed on August 7, 2006).
10.5 Third Amendment to Revolving Note by and among Marine Growth
Ventures, Inc., its subsidiaries and Frank P. Crivello
(incorporated by reference to the exhibits to Registrants Form
8-K filed on October 11, 2006).
10.6 Forth Amendment to Revolving Note by and among Marine Growth
Ventures, Inc., its subsidiaries and Frank P. Crivello
(incorporated by reference to the exhibits to Registrants Form
8-K filed on January 16, 2007).
10.7 Fifth Amendment to Revolving Note by and among Marine Growth
Ventures, Inc., its subsidiaries and Frank P. Crivello
(incorporated by reference to the exhibits to Registrants Form
8-K filed on February 21, 2007).
10.8 Sixth Amendment to Revolving Note by and among Marine Growth
Ventures, Inc., its subsidiaries and Frank P. Crivello.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARINE GROWTH VENTURES, INC.
Dated: March 21, 2007 By: /s/ Katherine Ostruszka
--------------------------------
Katherine Ostruszka
Chief Financial Officer