UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K /A


Amendment No. 1





(Mark One)





[X]
ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2011




[ ]
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 Employerof incorporation or organization)
Identification No.)





1818 N. Farwell Ave


Milwaukee, WI 53202


(Address of principal executive offices)





(414) 283-2620


(Issuer's telephone number)





Securities registered under Section 12(b) of the Exchange Act: None





Securities registered under Section 12(g) of the Exchange Act:


Common Stock, par value $0.001 per share





Check 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 [ ]





Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (229,405 of this Chapter) contained in this form, and no disclosure will be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x ]





Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small reporting company.  See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):





Large Accelerated Filer  [_]                                                                Accelerated Filer  [_]


Non-accelerated Filer     [_]                                                                Smaller reporting company  [X]





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes  [  ]   No   [x]





The Issuer's revenues for the year ending December 31, 2011 were $320,340.





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: As of June 30, 2011, the aggregate market value of voting stock held by non-affiliates was $16,770 based on the closing prices as quoted on the OTC Bulletin Board under the symbol “MGRW”, of $.01.





State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of  March 13, 2012 – 21,839,500 shares of common stock.







The annual report of Marine Growth Ventures, Inc. (the “Company”), for the fiscal year ended December 31, 2011, filed on Form 10-K with the Securities and Exchange Commission (the”SEC”)  on March 29, 2012, is amended hereby solely to provide a revised Item 15 list of Exhibits .


1








MARINE GROWTH VENTURES, INC.


FORM 10-K


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011


TABLE OF CONTENTS






PART IItem 1.
Business
3Item 2.
Property
7Item 3.
Legal Proceedings
7Item 4.
[Removed and Reserved]
4PART IIItem 5.
Market for Registrant’s Common Equity,  Related Stockholder Matters and Issue Purchase of Equity Securities
8Item 6.
Selected Financial Data
8Item 7.
Management’s Discussion and Analysis of Financial Condition and Plan of Operations
9Item 8.
Financial Statements and Supplementary Data
F-1Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
12Item 9A.
Controls and Procedures
12Item 9B.
Other Information
14PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
14Item 11.
Executive Compensation
17Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
18Item 13.
Certain Relationships and Related Transactions, and Director Independence
19Item 14.
Principal Accountant Fees and Services
20Item 15.
Exhibits
20SIGNATURES

23









2





PART I








Item 1.               Business





Forward-Looking Statements





The information in this report contains 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.




Organizational History




We were a specialized holding company engaged in various marine industry operations. Our current primary operation, conducted through our wholly-owned subsidiary, Sophlex Ship Management, Inc., is providing ship crewing and management services to vessel owners and operators in the United States and abroad. In addition, through our other wholly-owned subsidiaries we are attempting to provide financing to businesses in the marine industry, ship crewing and management services to vessel owners and operators in the United States and abroad. Our website address is http://www.marinegrowthventures.com.




Overview of Business




We had no significant business operations, until our acquisition of Sophlex Ship Management, Inc. on September 1, 2004 in exchange for 1,000,000 shares of our common stock.  Sophlex Ship Management, Inc., which was founded in 1999, provides ship crewing and management services to vessel owners and operators in the United States and abroad.  Capt. Timothy Levensaler, our Chief Operating Officer, was the founder and the sole shareholder of Sophlex Ship Management, Inc. prior to its acquisition by us.    During the year ended December 31, 2011, the Company discontinued all marine operations with the loss of the remaining vessel.





During the year ended December 31, 2011, the Company has been pursuing other business opportunities inside and outside the shipping industry.    During the three months ended December 31, 2011, the Company renamed Gulf Cruise Casinos, Inc. to Commercial Management, Inc. This entity has been pursuing business opportunities outside the shipping industry.   In the fourth quarter of 2011, the entity was engagement in commercial real estate management and construction management.





Item 1A.            Risk Factors





Risks Related to Our Business





We Have A History Of Operating Losses And Accumulated Deficit.  There Is No Certainty That We Will Ever Achieve Profitability.






3





We have incurred operating losses of $2,863,777 since inception. We expect to incur significant increases in operating losses over the next several years.  Our ability to achieve profitability depends upon our ability to identify and operate a new business.  There can be no assurance that we will ever achieve any revenues or profitable operations from the sale of our timeshare products.




We Have Substantial Doubt About Our Ability To Continue As A Going Concern.




As we note in our consolidated balance sheets as of December 31, 2011 and 2010 as well as our related consolidated statements of operations, stockholders’ deficiency, and cash flows for the year ended December 31, 2011, we have experienced, and expect to continue to experience, recurring net losses, negative cash flows from operations, limited amount of funds on our balance sheet.  Accordingly, we have substantial doubt about our ability to continue as a going concern.  We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue in existence.




We May Be Unable To Manage Our Growth Or Implement Our Expansion Strategy.





If management is unable to adapt to the growth of our business operations, we may not be able to expand our product and service offerings, our client base and markets, or implement the other features of our business strategy at the rate or to the extent presently planned.  Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.





We Are Dependent Upon Key Personnel And Consultants And The Loss Of Any Key Member Of This Team Could Have A Material Adverse Effect On Our Business.





Our success is heavily dependent on the continued active participation of our current executive officers listed under “Management.” Loss of the services of one or more of these officers could have a material adverse effect upon our business, financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel.  Competition for qualified employees among companies in the communications industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on us. Our inability to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.


.


Risks Related To Our Stock





If We Fail To Maintain Effective Internal Controls Over Financial Reporting, The Price Of Our Common Stock May Be Adversely Affected.





Our internal controls over financial reporting, while they appear to be sufficient for our needs, may have weaknesses and conditions that will need to be addressed, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or operating results. In addition, management's assessment of our internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal controls over financial reporting or disclosure of management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.








4





We Have A Limited Operating History Upon Which An Evaluation Of Our Prospects Can Be Made.  For That Reason, It Would Be Difficult For A Potential Investor To Judge Our Prospects For Success.





We had no significant business operations until our acquisition of Sophlex Ship Management, Inc. on September 1, 2004.  Although we attempted to form and operate a cruise timeshare business operation, our operations never were profitable and have been discontinued.  If we are unable to identify and operate profitably a new business, you may lose your entire investment.  We face all the risks inherent in a new business, which include the expenses, difficulties, complications and delays frequently encountered in connection with conducting operations, including capital requirements and management's potential underestimation of initial and ongoing costs.  As a new business, we may encounter delays and other problems in connection with the operations that we implement.  We also face the risk that we will not be able to effectively implement our business plan. In evaluating our business and prospects, these difficulties should be considered. If we are not effective in addressing these risks, we will not operate profitably and we may not have adequate working capital to meet our obligations as they become due.  This may cause our stock price to decline and result in a loss of a portion or all of your investment.





We Will Need To Raise Additional Equity Or Debt Financing In The Future.




We will need to raise financing in the future to fund our operations. If successful in raising additional financing, we may not be able to do so on terms that are not excessively dilutive to our existing stockholders or less costly than existing sources of financing. Failure to secure additional financing in a timely manner and on favorable terms if and when needed in the future could have a material adverse affect on our financial performance, balance sheet and stock price and require us to implement cost reduction initiatives and curtail or cease operations.  This may cause our stock price to decline and result in a loss of a portion or all of your investment.





Our common stock has experienced in the past, and is expected to experience in the future, significant price and volume volatility, which substantially increases the risk that you may not be able to sell your shares at or above the price that you pay for the shares.





Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:




●

variations in our quarterly operating results;●

our ability to successfully market and sell cruise vessel timeshares;●

changes in market valuations of similar companies;●

announcement by us or our competitors of significant contracts, acquisitions, strategic

partnerships, joint ventures or capital commitments;●

additions or departures of key personnel; and●

Fluctuations in stock market price and volume.




Additionally, in recent years the stock market in general, and the Over-the-Counter Bulletin Board and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this prospectus is not necessarily an indicator of what the trading price of our common stock might be in the future. In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future it could result in substantial costs and diversion of management attention and resources, which could have a further negative affect on your investment in our stock.




Our issuance of common stock at a price below prevailing trading prices at the time of issuance may cause our stock price to decline.





Currently outstanding options, convertible notes and warrants, as well as other convertible securities that we may issue in the future, may result in shares being issued for consideration that is less than the trading price of our common stock at the time the shares are issued. We may also issue shares in the future at a discount to the trading price of our common stock. Any such below market issuances, or the potential for such issuances, could cause our stock price to decline.









5


Shares of our common stock may be subject to price illiquidity and volatility because our shares may continue to be thinly traded and may never become eligible for trading on Nasdaq or a national securities exchange.







Although a trading market for our common stock exists, the trading volume has not been significant and an active trading market for our common stock may never develop. There currently is no analyst coverage of our business. As of March 13, 2012, 21,839,500 common shares were issued and outstanding.  Furthermore, the average three month trading volume for our common shares has been approximately 13,875 (or approximately less than 1.0% of the total outstanding. The trading volume of our shares will continue to be limited due to resale restrictions under applicable securities laws and the fact that approximately 92.78% of our outstanding shares are held by our officers and directors. As a result of the limited trading market for our common stock and the lack of analyst coverage, the market price for our shares may continue to fluctuate significantly and will likely be more volatile than the stock market as a whole. There may be a limited demand for shares of our common stock due to the reluctance or inability of certain investors to buy stocks quoted for trading on the OTC Bulletin Board, lack of analyst coverage of our common stock and limited trading market for our common stock. As a result, even if prices appear favorable, there may not be sufficient demand to complete a stockholder’s sell order. Without an active public trading market or broader public ownership, shares of our common stock are likely to be less liquid than the stock of public companies with broad public ownership and an active trading market, and any of our stockholders who attempt to sell their shares in any significant volumes may not be able to do so at all, or without depressing the publicly quoted bid prices for our shares.




While we may, at some point, be able to meet the requirements necessary for our common stock to be listed on the Nasdaq stock market or on another national securities exchange, we cannot assure you that we will ever achieve such a listing. Listing on one of the Nasdaq markets or one of the national securities exchanges is subject to a variety of requirements, including minimum trading price and minimum public “float” requirements. There are also continuing eligibility requirements for companies listed on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit your ability to sell your shares, which could result in you losing some or all of your investment.




The so-called “penny stock rule” makes it cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid which could cause the price of our stock to decline.







Trading of our common stock is subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the “penny stock” rule. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Because our common stock has historically traded below $5.00 per share, it is deemed to be a penny stock, and consequently trading in our stock is subject to additional sales practice requirements on broker-dealers.




These require a broker-dealer to:




●

make a special suitability determination for purchasers of our shares;●

receive the purchaser’s written consent to the transaction prior to the purchase; and●

deliver to a prospective purchaser of our stock, prior to the first transaction, a risk disclosure

document relating to the penny stock market.




Consequently, the penny stock rules restrict the ability of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements which may have a material adverse effect on the trading of our shares.








6





We Are Controlled By Current Officers, Directors And Principal Stockholders.





Our directors, executive officers and principal stockholders and their affiliates will beneficially own approximately 92.75% of the outstanding shares of our common stock.  So long as our directors, executive officers and principal stockholders and their affiliates controls a majority of our fully diluted equity, they will continue to have the ability to elect our directors and determine the outcome of votes by our stockholders on corporate matters, including mergers, sales of all or substantially all of our assets, charter amendments and other matters requiring stockholder approval. This controlling interest may have a negative impact on the market price of our common stock by discouraging third-party investors.





Item 2.               Property





We lease our main office which is located at 1818 N. Farwell Ave., Milwaukee, WI 53202. The lease is month-to-month which began on March 1, 2010. We currently pay rent of $1,000 per month.





We are not dependent on a specific location for the operation of our business.





Item 3.               Legal Proceedings





None.





Item 4.               [Removed and Reserved]











7





PART II





Item 5.               Market for Common Equity and Related Stockholder Matters





Our common stock had been trading publicly on the OTC Bulletin Board under the symbol "MGRW" since July, 2007.  As of February 23, 2011,  MGRW became ineligible for quotation on the OTCBB due to quotation inactivity under SEC Rule 15c2-11 and is now quoted on the OTC pink sheets platform.  The table below sets forth the range of quarterly high and low closing sales prices for our common  stock on the OTC Bulletin Board during the calendar quarters indicated. The quotations reflect inter-dealer prices, without retail mark-ups, markdowns, or conversion, and may not represent actual transactions.





COMMON STOCK




Closing Bids2010

High


LowFirst Quarter


0.08



0.01Second Quarter


0.01



0.01Third Quarter


0.01



0.01Fourth Quarter


0.01



0.012011First Quarter


0.01



0.01Second Quarter


0.02



0.01Third Quarter


0.02



0.01Fourth Quarter


0.02



0.022012First Quarter


0.02



0.02
(Thru  March 9, 2012)
  The transfer agent for our common stock is:


Interwest Transfer


1981 East 4800 South, Suite 100


Salt Lake City, UT 84117





Dividend Policy





Our payment of dividends, if any, in the future rests within the discretion of the Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors.  We have not paid any dividends since our inception and do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.  There are no provisions in our articles of incorporation or bylaws that restrict us from declaring dividends. However, agreements we may enter into in connection with debt financing in the future may restrict our ability to declare dividends, without lenders consent.




Equity Compensation Plan Information




None




Item 6 –             Selected Financial Data





Not applicable






8





Item 7 -             Management’s Discussion and Analysis of Financial Condition and Results of Operations




Forward-Looking Statements





This Annual Report on Form 10-K, 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 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.





This MD&A should also be read in conjunction with the Item 1.A. “Risk Factors.”





Background





We were formed and incorporated in the state of Delaware on November 6, 2003.





We had no significant business operations until our acquisition of Sophlex Ship Management, Inc. (“Sophlex”) on September 1, 2004.  Sophlex, which was founded in 1999, and provided 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.





During the year ended December 31, 2010, the Company discontinued all marine operations with the loss of the remaining vessel and is currently pursuing other business opportunities inside and outside the shipping industry.





During the three months ended December 31, 2011, the Company renamed Gulf Cruise Casinos, Inc. to Commercial Management, Inc. This entity has been pursuing business opportunities outside the shipping industry.   In the fourth quarter of 2011, the entity was engagement in commercial real estate management and construction management.





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.  We had a net income of $195,415 and a cash flow from operations of $221,796 for the twelve months ended December 31, 2011.





Twelve Months Ended December 31, 2011 and 2010:








9





Revenue:Revenue was $320,340 for the twelve months ended December 31, 2011 compared to $0 for the twelve months ended December 31, 2010.  During the twelve months ending December 31, 2011, the company was engaged in commercial real estate management and construction management.




Payroll and Related Expenses:  Payroll and related expenses were $18,750 for the twelve months ended December 31, 2011 compared to $18,750 for the twelve months ended December 31, 2010,





Professional Fees:  Professional fees were $31,363 for the twelve months ended December 31, 2011 compared to $7,413 for the twelve months ended December 31, 2010.   Professional fees increased by $23,950 in the twelve months ended December 31, 2011.   The change in professionals is primarily due to a decrease in accounting fees of $27,907 offset by an increase in legal fees of $48,849 and an increase in other professional fees of $3,008.





General and Administrative Expenses:  General and administrative expenses were $14,565 and $17,182 for the twelve months ended December 31, 2011 and 2010, respectively.  General and administrative expenses decreased by $2,617 in the twelve months ended December 31, 2011 as compared to the twelve months ended December 31, 2010.  This decrease is primarily due to a decrease in rent of $1,656, a decrease in depreciation of $278, and a decrease in taxes and licenses of $700.





Other Expenses:  Other Expenses were $123,092 and $105,966 for the twelve months ended December 31, 2011 and 2010, respectively.   Other Expenses increased by $17,126 for the twelve months ended December 31, 2011.  This increase was primarily due to an increase in interest expense of $18,420 offset by a decrease in finance charges of $1,362.





Income/(Loss) from Continuing Operations:  Income/(Loss) before income taxes was $132,570 and ($149,311) for the twelve months ended December 31, 2011 and 2010, respectively. The increase in net income of $281,881 is primarily attributed to the engagement in commercial real estate management and construction management during the twelve months ending December, 31, 2011.





Income from Discontinued Operations:  Income before income taxes was $62,845 and $91,093 for the twelve months ended December 31, 2011 and 2010, respectively. The decrease in net income of $28,248 is primarily attributed to the settlement agreement with Greystone and the settlement with Frank Orlando during the year ended December 31, 2010.





Inflation





Our opinion is that inflation has not had, and is not expected to have, a material effect on our operations.





Climate Change





Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.





Liquidity and Capital Resources





For the twelve months ended December 31, 2011, we had a cash flow from operations of $221,796 compared to a negative cash flow of $92,380 as of December 31, 2010, an increase in the cash flow of $314,176. The Company was engaged in commercial real estate management and construction management during the three months ending December 31, 2011which brought in the positive cash flow for the twelve months ending December 31, 2011.  Since inception, we have been dependent upon proceeds of loans from our stockholders and receipt of capital investment to fund our continuing activities.






10





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 A had a maturity date of June 30, 2006. As a result of thirteen amendments to Note A, the principal amount of Note A was increased to $800,000 and the maturity date of Note A was extended to December 31, 2011. Note A has an interest rate of 10%.   As of December 31, 2011, the balance on this loan is $138,281 ($59,500 in principal and $78,781 in interest).





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 B 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%.   As a result of eight amendments to Note B, the principal amount of Note B was increased to $850,000 and the maturity date was extended to December 31, 2011. During the twelve months ended December 31, 2011, the Company received $84,800 on this loan and made payments of $305,000. As of December 31, 2011, the balance on this loan is $999,982 ($687,113 in principal and $312,869 in interest).





On April 1, 2010, the Company signed a promissory note with Sichenzia, Ross, Friedman and Ference, LLP regarding their outstanding balance.  The note took the reconciled outstanding balance due of $269,881 and converted it to a promissory note.   The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable upon the maturity date of April 1, 2013.   As of December 31, 2011, the balance on this loan is $293,505 ($269,881 in principal and $23,624 in interest.)





On June 1, 2010, the Company signed a promissory note with Schreeder, Wheeler & Flint, LLP regarding their outstanding balance.   The note took the reconciled outstanding balance due of $120,000 and converted it to a promissory note.  The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable on each June 1 during the term of the Note unless the note is in default.  At that time the interest rate will increase to 12% per annum.   The Company shall also make principal payments of $20,000 on or before June 1, 2011 and June 1, 2012.  The remaining outstanding balance shall be due and payable upon the maturity date of April 1, 2013.  As of December 31 2011, the note is in default and the Company is accruing the interest rate at 12%.  As of December 31, 2011, the balance on this loan is $134,104 ($120,000 in principal and $14,104 in 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, however, it is not a guarantee.   Accordingly, we will need to seek funding in the near future.





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.





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.As we note in our consolidated balance sheets as of December 31, 2011 and December 31, 2010 as well as our related consolidated statements of operations, and cash flows for the year ended December 31, 2011, we have experienced, and expect to continue to experience, recurring net losses, negative cash flows from operations, limited amount of funds on our balance sheet.  Accordingly, we have substantial doubt about our ability to continue as a going concern.  We have prepared our financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue in existence.






11





Item 8.               Financial Statements





The consolidated financial statements of Marine Growth Ventures, Inc. and subsidiaries, including the notes thereto, together with the report thereon of Demetrius & Company, L.L.C. is presented beginning at page F-1.




Item 9.               Changes In and Disagreements with Accountants on Accounting Procedures and Financial Disclosures





None





Item 9A.            Controls and Procedures.





Disclosure Controls and Procedures




Our principal executive officer and principal financial and accounting officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2011. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.




Based on the evaluation of our disclosure controls and procedures as of December 31, 2011, and due to the material weaknesses in our internal control over financial reporting described in our accompanying Management's Report on Internal Control over Financial Reporting, our principal executive officer and principal financial and accounting officer concluded that, as of such date, our disclosure controls and procedures were not effective.





Managements Report on Internal Control over Financial Reporting.





The Company’s  management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s  internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:





- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;






12





- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and





- provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our principal executive officer and principal financial and accounting officer an assessment was conducted of the effectiveness of the Company’s internal control over financial reporting, as of December 31, 2011. In making this assessment, the criteria set forth in Internal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission was used. Based on the results of this assessment and on those criteria, the Company’s principal executive officer and principal financial and accounting officer concluded that the material weaknesses that existed in our disclosure controls and procedures, including our internal control over financial reporting, as of December 31, 2010, continued to exist at December 31, 2011 as follows:





A material weakness in the Company’s disclosure controls and procedures, including our internal control over financial reporting, exists in that there is limited segregation of duties amongst the Company’s employees with respect to the Company’s preparation and review of the Company’s financial statements.





A material weakness in the Company’s disclosure controls and procedures, including our internal control over financial reporting, exists in that there is an insufficient number of personnel with an appropriate level of experience and knowledge of the U.S. GAAP and SEC reporting requirements.  This material weakness may affect management’s ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP.





As result of the financials for the period ended December 31, 2011, management identified a weakness in its review process of accounts payable.





As a result of the existence of the foregoing material weaknesses, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2011 or for the annual period then ended.





The Company intends to address these material weaknesses at such time it resumes operations.





As result of the amended financials for the period ended June 30, 2009, management identified a weakness in its review process of disclosures of subsequent events. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.





Changes in internal control





There were no changes in the small business issuer’s internal control over financial reporting identified in connection with the company evaluation required by paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the small business issuer’s fiscal year that has materially affected or is reasonably likely to materially affect the small business issuer’s internal control over financial reporting









13





Item 9B.            Other Information





None








PART III





Item 10.             Directors, Executive Officers,  and Corporate Governance




MANAGEMENT




DIRECTORS AND EXECUTIVE OFFICERS





Our executive officers and directors and their respective ages and positions as of December 31, 2010 are as follows:




Name

Age

PositionDavid Marks

44

Chairman of the BoardFrank Crivello

51

PresidentCapt. Timothy Levensaler

53

DirectorKatherine Ostruszka

41

Chief Financial Officer and ControllerPaul Schwabe

54

Secretary and Director





Executive Biographies





David Marks,Chairman of the Board - Mr. Marks has served as our Chairman since October 2004.    Mr. Marks has served as Chairman and member of the board of Titan Global Holdings, Inc., a high-growth diversified holding company with a dynamic portfolio of companies engaged in emerging telecommunications markets and advanced technologies, since August 2002.  Mr. Marks was the former Chairman of Thomas Equipment, Inc., a company engaged in the manufacture and distribution of compact equipment and a distributor of pneumatic and hydraulic components, from November 2004 to November 2006.   Mr. Marks is the Managing Member of Farwell Equity Partners, LLC and Farwell Equity Partners II, LLC, investors in high growth small cap companies.   David Marks serves as the Trustee of the Irrevocable Children's Trust, Irrevocable Children's Trust No.2, Phoenix Business Trust and as principal officer of their respective subsidiary investments, positions he has held since 1994, where he oversees all trust investments, with responsibilities that begin pre-acquisition and extend through ownership and disposition. Investments include real estate, natural resources, marine and casino gaming, telecommunications and technology.  David Marks has a B.S. in economics from the University of Wisconsin.  Because of his tenure with the Board of Directors of the Company, and his professional and industry related experience, the Company believe that Mr. Marks is well-qualified to continue to serve as  a director of the Company.





Frank Crivello,President - Since 2004, Mr. Crivello, who is 51 years old, has been the managing member of Crivello Group LLC, which structured or participated in the financial engineering of private equity transactions involving start up or distressed operating businesses in such diverse space as oil & gas development, manufacturing, marine enterprises, gaming, and technology, and since 2008 has been the Chief Executive Officer and a Director of Dover Holding Corporation, a public company.  Mr. Crivello is the managing member of Eastern Coast Management, LLC, a real estate management company, and the Executive Vice President of Phoenix Investors, LLC which offers professional management and advisory solutions to public/private companies, trusts and individual investors.  Mr. Crivello is a member of Farwell Equity Partners I and Farwell Equity Partners II LLC, private investment vehicles, as well as the managing member of Santa Clara Partners, LLC, a substantial shareholder in the Company.   Mr. Crivello attended Brown University and the London School of Economics for a double major in Economics and Political Science. Mr. Crivello graduated from Brown University with a Bachelor of Arts and earned Brown's highest awarded honor of Magna Cum Laude.






14





Capt. Timothy Levensaler,Director - From January 2000 until September 2004 he was the president of Sophlex Ship Management, Inc., a Company which he founded to provide ship crew and management services.  Capt. Levensaler has numerous licenses and certificates and received a B.S. in Nautical Science/Marine Transportation from the Maine Maritime Academy, Castine, ME in 1983. In addition Capt. Levensaler holds a valid USCG unlimited Masters License, which qualifies him to be a Captain.  Because of tenure with the Board of Directors of the Company, and his professional and industry related experience, the Company believes that Capt. Levensaler is well-qualified to continue to serve as a director of the Company.





Katherine Ostruszka, Chief Financial Officer – Ms. Ostruszka was our controller since September 2004 and has been our Chief Financial Officer since July 2005. Ms. Ostruszka has over fourteen years of experience in financial analysis particularly in the areas of real estate, gaming, telecommunications and technology while working for Phoenix Investors, LLC and its family of companies. In addition, Ms. Ostruszka is also currently and has been the controller for Phoenix Investors, LLC since 2004. From 1997 until 2004 Ms. Ostruszka was employed by the Waukesha County Technical College. Ms. Ostruszka also holds a position as an economics instructor at Waukesha County Technical College, Wisconsin. Ms. Ostruszka received a BA in Economics and International Affairs from Marquette University and a MS in Management from the University of Wisconsin – Milwaukee.




Paul Schwabe,Secretary - Mr. Schwabe has been our Secretary since April 2004.  Since April 1994, Mr. Schwabe has served as vice president for Phoenix Investors, LLC. In that capacity he has also served as an officer for many subsidiaries of Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 and their affiliates. Mr. Schwabe has extensive experience in the management of real estate and the administration of various businesses.  Because of his long term relationship with the Company, including service as Secretary of the Company and as a director, and his professional experience, the Company believes that Mr. Schwabe is well-qualified to continue to serve as a director.




Board of Directors





Our Directors are elected by the vote of a majority in interest of the holders of our voting stock and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.





A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business.  The directors must be present at the meeting to constitute a quorum.  However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.





Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.  Each of our directors currently receives no compensation for their service on the Board of Directors.





There are no family relationships among our directors or executive officers.














15


To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:





●
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.





●
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.





●
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.





●
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.





Mr. Marks is an “independent” director, as such term is used in Item 407 of Regulation S-K, as he is not member of management and has no other relationship with the Company that would render him not independent.




Audit Committee





We have not yet appointed an audit committee, and our Board of Directors currently acts as our audit committee. At the present time, we believe that the Board is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.





Audit Committee Financial Expert





Mr. Marks is an independent director and, by virtue of his education, business experience and experience with public company financial reports, including those of the Company, Mr. Marks satisfies the requirements for service as our audit committee financial expert.





Section 16 Compliance





The Company is not aware of any securities transaction during the fiscal year ended December 31, 2011, or subsequent thereto what would require a filing pursuant to Section 16 of the Exchange Act of 1934, as amended.





Board Meetings; Committee Meetings; and Annual Meeting Attendance





During 2011, the Board of Directors held no regular meetings in person and no telephonic meetings.




During 2011, the Board of Directors, acting as the Audit Committee held no meetings.




The Company did not have an annual shareholder meeting in 2011.






16




Limitation on Liability and Indemnification of Directors and Officers




Our certificate of incorporation provides that no director or officer shall have any liability to the company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.




Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us.  However, nothing in our certificate of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person’s office or position.  To the extent that a director has been successful in defense of any proceeding, the Delaware General Corporation Law provides that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.




Code of Ethics




We have not as yet adopted a code of ethics that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  We plan to adopt a code of ethics in the near future, at which time, it will be available in print to any person who requests it and on our website, when our website is completed. Any amendments and waivers to the code will also be available in print and on our website.




Item 11.             Executive compensation




The following table sets forth the annual and long-term compensation paid to our Chief Executive Officer and the other executive officers who earned more than $100,000 per year at the end of the last completed fiscal year.  We refer to all of these officers collectively as our "named executive officers."




Summary Compensation Table




Name & Principal Position

Year


Accrued Salary ($)


Bonus ($)


Stock Awards ($)


Option Awards ($)


Non-Equity Incentive Plan Compensation ($)


Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)


All Other Compensation ($)


Total ($)Craig Hodgkins* President


2011 2010



0 0



0 0



0 0



0 0



0 0



0 0



0 0



0 0Frank Crivello**  President


2011 2010



0 0



0 0



0 0



0 0



0 0



0 0



0 0



0 0Katherine Ostruszka Chief Financial Officer


2011 2010



0 0



0 0



0 0



0 0



0 0



0 0



0 0



0 0*Resigned September 1, 2011 as officer and director of the Company

**Was appointed President of the Company as of September 1, 2011.





Employment Agreements with Executive Officers





None








17




Outstanding Equity Awards at Fiscal Year-End Table.




Option Awards
Stock AwardsName
Number

of

Securities

Underlying

Unexercised

Options

(#)

Exercisable
Number

of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable
Equity

Incentive

Plan

Awards:

Number

of

Securities Underlying

Unexercised

Unearned

Options

(#)
Option

Exercise

Price

($)
Option

Expiration

Date
Number

of Shares

or Units

of Stock

That Have

Not

Vested

(#)
Market

Value of

Shares or

Units of

Stock

That Have

Not

Vested

($)
Equity

Incentive

Plan Awards:

Number

of

Unearned

Shares,

Units or

Other Rights

That Have

Not

Vested

(#)
Equity Incentive

Plan Awards:

Market or Payout

Value

of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

($)Not applicable at this time





As of December 31, 2011, the Company has no outstanding options, restricted stocks units or similar awards.




Director Compensation




Name

(a)
Fees Earned or Paid in Cash

($)

(b)
Stock Awards

($)

(c)
Option

Awards ($)

(d)
Non-Equity Incentive Plan Compensation ($)

(e)
Change in Pension Value and Nonqualified Deferred Compensation Earnings

(f)
All Other Compensation

($)

(g)
Total

($)

(h)David M. Marks
0
0
0
0
0
0
0Craig Hodgkins*
0
0
0
0
0
0
0Timothy Levensaler
0
0
0
0
0
0
0Paul Schwabe
0
0
0
0
0
0
0*Resigned September 1, 2011 as officer and director of the Company





Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.  As of December 31, 2011, none of the Company’s directors currently receive any compensation for their service on the Board of Directors





Item 12.             Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters





The following table sets forth certain information, as of March 9, 2012 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.  The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act based upon information furnished by persons listed or contained in filings made by them with the SEC of by information provided by such persons directly to us.






18





Name ofBeneficial Owner (1)

Number of Shares Beneficially Owned (2)

Percent of Total (3)David Marks

18,025,000 (4)

82.53%Craig Hodgkins(5)

1,005,000

4.60%Capt. Timothy Levensaler

1,115,000

5.10%Katherine Ostruszka

2,500

*Paul Schwabe

2,500

*Farwell Equity Partners II, LLC

18,000,000(3)

82.41%All Executive Officers and Directors as a Group (5 persons)

20,150,000

92.78%


* Less than 1%


(1)
Except as otherwise indicated, the address of each beneficial owner is c/o Marine Growth Ventures, Inc., 1818 N. Farwell Ave, Milwaukee, WI 53202.


(2)
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to the shares shown. Except where indicated by footnote and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of voting securities shown as beneficially owned by them.


(3)
Applicable percentage ownership is based on 21, 839,500 shares of common stock outstanding as of March 9, 2012, together with the securities exercisable or convertible into share of Common stock within 60 days of March 9, 2012 for each stockholder.  Shares of common stock that are currently exercisable or exercisable within 60 days of March 9, 2012 are deemed to be beneficially owned by the person holding such securities for the purposed of computing the percentage of ownership of such person, but are not treated as outstanding for the purposed of computing the percentage ownership of any other person.


(4)
David Marks is the managing member of Farwell Equity Partners II, LLC, and has sole investment and dispositive power with respect to all shares owned by such entity.


(5)
Resigned as Director and Officer of the Company as of September 1, 2011.





Item 13.             Certain Relationships and Related Transactions and Director Independence





Revolving Note





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 A had a maturity date of June 30, 2006. As a result of thirteen amendments to Note A, the principal amount of Note A was increased to $800,000 and the maturity date of Note A was extended to December 31, 2011. Note A has an interest rate of 10% and as of December 31, 2011, the principal balance was $59,500.





Revolving Note





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 B 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%.   As a result of eight amendments to Note Be, the principal amount of Note B was increased to $850,000 and the maturity date was extended to December 31, 2011.    The principal balance on Note B was $687,113 as of December 31, 2011.






19





Promissory Note





On April 1, 2010, the Company signed a promissory note with Sichenzia, Ross, Friedman and Ference, LLP regarding their outstanding balance.  The note took the reconciled outstanding balance due of $269,881 and converted it to a promissory note.   The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable upon the maturity date of April 1, 2013.   As of December 31, 2011, the principal balance on this loan was $269,881.





Promissory Note





On June 1, 2010, the Company signed a promissory note with Schreeder, Wheeler & Flint, LLP regarding their outstanding balance.   The note took the reconciled outstanding balance due of $120,000 and converted it to a promissory note.  The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable on each June 1 during the term of the Note.  The Company shall also make principal payments of $20,000 on or before June 1, 2011 and June 1, 2012.  The remaining outstanding balance shall be due and payable upon the maturity date of April 1, 2013.    As of December 31, 2011, the principal balance on this loan was $120,000.





Revenue





During the year ended December 31, 2011, 100% of the revenue earned was from a related party.   The Company advised the related party on leasing, and construction management.




Director Independence




The Board of Directors has analyzed the independence of each director and has determined that none of our directors is an “independent: director, as such term is used in Item 407 of Regulation S-K, and the Nasdaq Stock Market rules.





Item 14.             Principal Accountant Fees and Services





The aggregate fees billed or accrued by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2011 and 2010 were $19,800 and $20,000, respectively.














b. INDEX TO EXHIBITS.




Item 15.             Exhibits


Number
Description3.1
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).
  20
   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
Fourth 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)
 
 
 
 21
 
 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
Fourth 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)10.35
Notice of default under Marine Growth Loan Agreement with Greystone Business Credit II, LLC dated February 9, 2009 (incorporated by reference to Exhibit 2.1 of Form 8-K filed on February 13, 2009)10.36
Seventh Amendment to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated April 24, 2009 (incorporated by reference to Exhibit 10.36 of Form 10Q filed on November 12 , 2009)10.37
Twelfth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated April 24, 2009 (incorporated by reference to exhibit 10.37 of Form 10Q filed on November 12, 2009)10.38
Eighth Amendment to the to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated March 29, 2010 (incorporated by reference to Exhibit 10.29 to Form 10k filed March 30, 2010.)10.39
Thirteenth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated March 29, 2010 (incorporated by reference to Exhibit 10.30 to Form 10k filed on March 30, 2010.)10.40
Settlement agreement with Greystone (incorporated by reference to Exhibit 10.1 of Form 8-k filed on December 8, 2009)10.41
Amendment to Bylaws of Marine Growth Ventures, Inc.  (incorporated by reference to Exhibit 3.1 to Form 8-k field on June 1, 2009)10.42
Settlement agreement with Euro Oceans (incorporated by reference to Exhibit 10.1 to form 8-k field on May 24, 2010)10.43
Settlement agreement with Orlando (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 21, 2010)10.44
Promissory Note, dated April, 2010, made by the Company to Sichenzia, Ross, Freidman & Ference, LLP in the amount of $269,881, (incorporated by reference to Exhibit 10.36 of Form 10-K filed March 30, 2011)10.45
Promissory Note, dated June, 2010, made by the Company to Schreeder, Wheeler & Flint, LP in the amount of $120,000, (incorporated by reference to Exhibit 10.37 of Form 10-K filed on March 30, 2011)10.46
Settlement Agreement with Hodgkins (incorporated by reference to Exhibit 99.2 of Form 8-K filed on September 12, 2011)10.47
Ninth Amendment, dated October 11, 2011, 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 10.47 of Form 10-Q filed on October 24, 2011)
   21
   21.1(a)

Amended List of Subsidiaries, filed herewith31.1

Certification of CEO Pursuant to 13a-14(a) under the Exchange Act filed herewith31.2

Certification of the CFO Pursuant to 13a-14(a) under the Exchange Act filed herewith32.1

Certification of the CEO pursuant to 18 U.S.C Section 1350 filed herewith32.2

Certification of the CFO pursuant to 18 U.S.C. Section 1350 filed herewith.




EX-101.INS

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XBRL TAXONOMY EXTENSION SCHEMA DOCUMENTEX-101.CAL

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XBRL TAXONOMY EXTENSION DEFINITION LINKBASEEX-101.LAB

XBRL TAXONOMY EXTENSION LABELS LINKBASEEX-101.PRE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE








22





SIGNATURES








Pursuant to the requirements of section 13 or 15 (d) 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:            March 29, 2012
By:
/s/ Frank P. Crivello *Frank P. CrivelloPresident(Principal Executive Offier)
 Dated:            March 29, 2012
By:
/s/ Katherine OstruszkaKatherine OstruszkaChief Financial Officer and Controller(Principal Financial Officer)





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Each person whose signature appears below, hereby authorizes Katherine Ostruszka and David Marks, either of them, as attorneys  in fact to sign on his or her behalf, individually, in each capacity stated below, and to file all amendments or supplements to this annual report on Form 10-K.









SIGNATURE

TITLE

DATE/s/ David Marks*

David Marks

Director, Chairman of the Board

March  29, 2012/s/ Frank Crivello *

Frank P. Crivello

President

March  29, 2012/s/ Katherine Ostruszka

Katherine Ostruszka

Chief Financial Officer and Controller (Principal  Accounting Officer and Principal Financial Officer)

March   29, 2012/s/ Capt Timothy Levensaler *

Capt. Timothy Levensaler

Chief Operating Officer and Director

March   29, 2012/s/ Paul Schwabe *

Paul Schwabe

Secretary and Director

March  29, 2012





/s/ Katherine Ostruszka











23

















Marine Growth Ventures, Inc.


And Subsidiaries


Consolidated Financial Statements


For the Years Ended December 31, 2011 and 2010











Marine Growth Ventures, Inc. and SubsidiariesTable of Contents


PageReport of Independent Registered Public Accounting Firm-Demetrius & Company, L.L.C.


F-2Consolidated Balance Sheets as of  December 31,  2011 and 2010


F-3Consolidated Statements of Operations for the Years endedDecember 31, 2011 and 2010


F-4Consolidated Statements of Stockholders’ Deficiency and Comprehensive Income

(Loss) for the Years ended December 31, 2011 and 2010


F-5Consolidated Statements of Cash Flow for the Years endedDecember 31, 2011 and 2010


F-6Notes to Consolidated Financial Statements as of December 31, 2011
F-7-F-13











F-1








Report of Independent Registered Public Accounting Firm














To The Board of Directors and


Shareholders of Marine Growth Ventures, Inc.





We have audited the accompanying consolidated balance sheets of Marine Growth Ventures, Inc. and its subsidiaries as of December 31, 2011 and 2010 and the related consolidated statements of operations, stockholders' deficiency and comprehensive income(loss), and cash flows for each of the two years in the period ended December 31, 2011.  These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing   the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Marine Growth Ventures, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.





The accompanying consolidated financial statements have been prepared assuming that Marine Growth Ventures, Inc. and subsidiaries will continue as a going concern.  As discussed in Note1 to the financial statements, the Company requires additional working capital to meet its current liabilities.  This condition raises substantial doubt about its ability to continue as a going concern.   Management’s plans in regard to this matter are more fully described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.








/s/ Demetrius & Company,  L.L.C.





Wayne, New Jersey 07470


March 28, 2012











F-2














Marine Growth Ventures, Inc and SubsidiariesConsolidated Balance SheetsAs of December 31, 2011 and 2010ASSETSDecember 31, 2011


December 31, 2010CURRENT ASSETSCash

$
4,559


$
2,751Total Current Assets


4,559



2,751FIXED ASSETS, NET


-



87TOTAL ASSETS

$
4,559


$
2,838LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCURRENT LIABILITIESAccrued Payroll

$
68,616


$
270,464Accounts Payable


164,483



219,231Accrued Interest Payable


428,362



307,021Accrued Expenses


17,000



1,500Liabilities of Discontinued Operations


5,105



75,392Notes Payable – Other


727,113



927,313Note Payable – Stockholder


59,500



59,500Total Current Liabilities


1,470,179



1,860,421LONG TERM LIABILITIESNotes Payable- Others


349,881



369,881Total Long Term Liabilities


349,881



369,881TOTAL LIABILITIES


1,820,060



2,230,302STOCKHOLDERS' DEFICIENCYPreferred Stock, $0.001 par value, 5,000,000shares authorized, none issued or outstandingCommon Stock, $0.001 par value, 100,000,000shares authorized, 21,839,500   issued and outstanding


21,840



21,840Additional Paid-In Capital


1,074,851



858,515Accumulated Deficit


(2,863,777
)


(3,059,192
)Accumulated Other Comprehensive (Loss)


(48,415
)


(48,627
)Total Stockholders' Deficiency


(1,815,501
)


(2,227,464
)TOTAL LIABILITIES & STOCKHOLDERS'DEFICIENCY

$
4,559


$
2,838








See Accompanying Notes to Consolidated Financial Statements






F-3










Marine Growth Ventures, Inc. and SubsidiariesConsolidated Statements of OperationsFor the Years Ended December 31, 2011 and 20102011


2010REVENUEConstruction Management Fee

$
100,000


$
-Lease Advisory Fees


220,340



-Total Revenue


320,340



-Cost of Sales


-



-GROSS PROFIT


320,340



-EXPENSESPayroll and Related  Expenses


18,750



18,750Professional Fees


31,363



7,413General and Administrative Expenses


14,565



17,182Total Expenses


64,678



43,345INCOME/(LOSS) FROM OPERATIONS


255,662



(43,345
)OTHER INCOME(EXPENSE)Interest (Expense)


(121,341
)


(102,921
)Other (Expense)


(1,751
)


(3,045
)Total Other (Expense)


(123,092
)


(105,966
)INCOME/(LOSS) FROM CONTINUING OPERATIONS

$
132,570


$
(149,311
)INCOME  FROM DISCONTINUED OPERATIONS


62,845



91,093NET INCOME / (LOSS)

$
195,415


$
(58,218
)Basic and diluted Income/(Loss) per common share:Continuing Operations

$
0.01


$
(0.01
)Discontinued Operations


0.00



0.01Net Income/(Loss)

$
0.01


$
( 0.00
)Weighted average number of commonshares outstanding - basic and diluted


21,839,500



21,789,637











See Accompanying Notes To Consolidated Financial Statements









F-4








Marine Growth Ventures, Inc. and Subsidiaries Consolidated
 Statements of Stockholders’ Deficiency and Comprehensive Income (Loss)
 For the Years Ended December  31, 2011 and 2010




Common Stock

Shares


Common Stock

Amount


Additional

Paid-In Capital


Accumulated Deficit


Accumulated Other Comprehensive Income/(Loss)


Total


Comprehensive Income/(Loss)Balance  December 31,  2009


21,839,500


$
21,840


$
837,765


$
(3,000,974
)

$
(45,041
)

$
(2,186,410
)Donated rent & services


-



-



20,750



-



-



20,750Foreign Currency Translation


-



-



-



-



(3,586
)


(3,586
)

$
(3,586
)Net Loss


-



-



-



(58,218
)


-



(58,218
)


(58,218
)Balance  December 31,  2010


21,839,500



21,840



858,515



(3,059,192
)


(48,627
)


(2,227,464
)


(61,804
)Donated rent & services


-



-



18,750



-



-



18,750Settlement with Officer


-



-



197,586



-



-



197,586Accumulated other Comprehensive (Loss)


-



-



-



-



212



212



212Net Income / (Loss)


-



-



-



195,415



-



195,415



195,415Balance  December 31,  2011


21,839,500


$
21,840


$
1,074,851


$
(2,863,777
)

$
(48,415
)

$
(1,815,501
)

$
195,627










See Accompanying Notes To Consolidated Financial Statements








F-5








Marine Growth Ventures, Inc and SubsidiariesConsolidated Statements of Cash FlowFor the Years Ended December 31, 2011 and 20102011


2010CASH FLOWS FROM OPERATING ACTIVITIES:Net Income/( Loss) from Continuing Operations

$
132,570


$
(149,311
)Net Income  from Discontinued Operations


62,845



91,093Adjustments to reconcile net income/(loss) to net cashProvided by/(used in) operating activitiesDepreciation & Amortization


87



366Donated Rent & Services


18,750



20,750Changes in Operation Assets & Liabilities:Retainers


-



20,000Prepaid Insurance


-



482Accrued Payroll


(4,262
)


(155,877
)Accounts Payable & Accrued Expenses


(109,535
)


(24,460
)Accrued Interest Payable


121,341



102,921Other Current Assets


-



1,656Net Cash Provided by/(Used in) Operating Activities


221,796



(92,380
)CASH FLOWS FROM FINANCING ACTIVITIESPayments on Note Payable – Related Party


(305,000
)


-Proceeds From Note Payable – Related Party


84,800



97,150Net Cash Provided by /(Used in)Financing Activities


(220,200
)


97,150Currency Conversion Gain/Loss


212



(3,589
)NET INCREASE IN CASH:


1,808



1,181BEGINNING CASH


2,751



1,570ENDING CASH

$
4,559


$
2,751




SUPPLEMENTAL DISCLOSURES OF CASH ITEMSInterest Paid

$
-


$
-SUPPLEMENTAL DISCLOSURES OF NON-CASH  INVESTING & FINANCING ACTIVITESOfficer Settlement

$
(197,586
)

$
-Additional Paid In Capital


197,586Accrued Expenses Converted to Notes Payable


-



269,881Accounts Payable Converted to Notes Payable


-



120,000Notes Payable for Professional Fees


-



(389,881
)











See Accompanying Notes To Consolidated Financial Statements





F-6





Marine Growth Ventures, Inc. and Subsidiaries


Notes to Consolidated Financial Statements


As of December 31, 2011 and 2010





Note 1 – Organization and Operations and Going Concern





A.
Organization and Operations





Marine Growth Ventures, Inc. (“MGV”) was formed and incorporated in the state of Delaware on November 6, 2003.  MGV was a holding company that conducted its operations primarily through its wholly-owned subsidiaries.   MGV, Marine Growth Finance & Charter, Inc., Inc., Sophlex Ship Management, Inc.(“Sophlex”), Marine Growth Freight, Inc., Marine Aggregates, Inc., Commerical Management, Inc., Ship Timeshare Management, Inc., Marine Growth Canada, Ltd., and Fractional Marine, Inc., 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, provided 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 a current director of the Company.   At the time acquisition both companies were private entities.





During the twelve months ended December 31, 2010, the Company discontinued all marine operations with the loss of the remaining vessel and is currently pursuing other business opportunities inside and outside the shipping industry.  During the three months ended December 31, 2011, the Company renamed Gulf Cruise Casinos, Inc. to Commercial Management, Inc. This entity has been pursuing business opportunities outside the shipping industry.   In the fourth quarter of 2011, the entity was engaged in commercial real estate management and construction management.





B.
Going Concern





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 until we can maintain a consistent revenue stream.   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 twelve months ended December 31, 2011, the Company had net income of $195,415 and  cash flow from operations of $221,796 and as of December 31, 2011, the Company had a working capital deficiency of $1,465,620 and a stockholders’ deficiency of $1,815,501.  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.








F-7





C.  Bankruptcy of Marine Growth Canada, Ltd., a wholly owned subsidiary of Marine Growth Ventures, Inc.





On July 2, 2009, the Supreme Court of the British Columbia in Bankruptcy declared Marine Growth Canada, Ltd (“MGC”) bankrupt under the laws of British Columbia.   The court appointed a Trustee to manage the affairs and property of Marine Growth Canada, Ltd.  This case ended, and the assets and liabilities of MGC have been written off accordingly in the year ended December 31, 2011.





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., Commercial Management, Inc., Ship Timeshare Management, Inc., Marine Growth Canada, Ltd., and Fractional Marine, Inc.  All material inter-company accounts and transactions have been eliminated in consolidation





(B)
Cash





The Company maintains its cash balances with various financial institutions.  Balances at the institutions may at times exceed Federal Deposit Insurance Corporation limits.





(C)
Fixed Assets





Office furniture and computer equipment is stated at cost less accumulated depreciation.  The cost of maintenance and repairs is charged to operations as incurred.  Depreciation is computed by the double declining balance method over the estimated economic useful life of the assets (5 – 7 years).





(D)
Revenue Recognition





The Company recognizes 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 collectability 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 fee becomes 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.





(E)
Fair Value of Financial Instruments





The carrying amounts of the Company’s financial instruments, including cash, accrued payroll, accounts payable, accrued expenses, and notes payable at December 31, 2011, approximate their fair value because of their relatively short-term nature.





(F)
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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results may differ from those estimates.





F-8





(G)
Accrued Expenses





Accrued expenses as of December 31, 2011 were comprised of accrued professional fees.





(H)
Income/(Loss) Per Share





Net income/(loss) per  share (basic and diluted) has been computed by dividing the net income/( 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.





(I)
Income Taxes





The Company accounts for income taxes in accordance with ASC Topic 740 “Income Taxes,” which requires that the Company recognize deferred tax assets and liabilities based upon the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.  Deferred income tax benefit (expense) results from the change in net deferred tax assets or liabilities.   A valuation allowance is recorded when it is more likely than not that the some or all deferred tax assets will not be realized.





The Company accounts for uncertainties in income taxes in accordance with ASC Topic 740-10-5 “Accounting for Uncertainties in Income Taxes,” which clarifies the accounting for uncertainty in  income taxes recognized in an enterprise’s financial statement.




(J)
New Authoritative Accounting Pronouncements





The Company does not anticipate the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.








Note 3- Related Party Transactions





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 A had a maturity date of June 30, 2006. As a result of thirteen amendments to Note A, the principal amount of Note A was increased to $800,000 and the maturity date of Note A was extended to December 31, 2011. Note A has an interest rate of 10%.   As of December 31, 2011, the balance on this loan is $138,281 ($59,500 in principal and $78,781 in interest).





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 B 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%.   As a result of eight amendments to Note B, the principal amount of Note B was increased to $850,000 and the maturity date was extended to December 31, 2011. During the twelve months ended December 31, 2011, the Company received $84,800 on this loan and made $305,000 in payments.  As of December 31, 2011, the balance on this loan is $999,982 ($687,113 in principal and $312,869 in interest).






F-9





During the year ended December 31, 2011, 100% of the revenue earned was from a related party.   The Company advised the related party on leasing, and construction management.





The Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by the Chairman of the Board of Directors.  On March 1, 2010, the Company entered into a month-to-month lease agreement with an entity controlled by the Chairman of the Board of Directors for $1,000 per month.   The fair market value of this rent was $1000 per month in and was recorded as $12,000 rent for the twelve months ended December 31, 2011.





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 $18,750 during the twelve months ending December 31, 2011.  These services and a corresponding related party liability was recorded.  During the twelve months ended December 31, 2011, this debt was forgiven and converted into additional paid in capital.





Note 4 – Notes Payable - Others





During the twelve months ending December 31, 2010, the Company signed a promissory note with Sichenzia, Ross, Friedman and Ference, LLP regarding their outstanding balance.  The note took the reconciled outstanding balance due of $269,881 and converted it to a promissory note.   The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable upon the maturity date of April 1, 2013.





During the twelve months ending December 31, 2010, the Company signed a promissory note with Schreeder, Wheeler & Flint, LLP regarding their outstanding balance.   The note took the reconciled outstanding balance due of $120,000 and converted it to a promissory note. The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable on each June 1 during the term of the Note unless the note is in default.  At that time the interest rate will increase to 12% per annum.    The Company shall also make principal payments of $20,000 on or before June 1, 2011 and June 1, 2012. As of December 31 2011, the note is in default and the Company is accruing the interest rate at 12%.   The remaining outstanding balance shall be due and payable upon the maturity date of April 1, 2013.





Maturities relating to the notes payable – others are as follows:




2012

$
727,1132013


349,881Total

$
1,076 994





Note 5 – Fixed Assets





Fixed assets as of December 31, 2011 and 2010 consisted of:




December 31, 2011


December 31, 2010Office Furniture

$
0


$
1,286Computer Equipment


1,827



1,827Less: Accumulated Depreciation


(1,827
)


(3,026
)Fixed Assets, net

$
0


$
87





Depreciation expense for the twelve months ended December 31, 2011and 2010 amounted to $87 and $366, respectively.






F-10





Note 6 – Income Tax





Differences between the tax provision computed using the statutory federal income tax rate and the effective income tax rate on operations is as follows:




2011



2010U.S Federal Statutory RateContinuing Operations

$
45,074


$
(50,766
)Discontinued Operations


21,367



30,972Total


66,441



(19,794
)Tax Benefit not provided due to valuation allowance


(66,441
)


19,794$
0


$
0




As of December 31, 2011, the Company has a net operating loss carryforward for U.S Federal Income tax purposes in the aggregate of $2,923,932, which expire at various dates through 2031.





Components of the Company’s U.S. deferred tax assets are as follows:





2011


2010U.S deferred tax assets:U.S. tax benefits related to net operating loss carry forwards

$
881,717


$
948,159Valuation allowance for U.S. deferred tax assets


(881,717
)


(948,159
)Net U.S. deferred tax assets

$
0


$
0





The valuation allowance decreased by $66,442 in 2011 and increased by $19,973 in 2010.





At December 31, 2011 and 2010, all deferred tax assets are noncurrent.





At December 31, 2011 and 2010, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required.





The Company recognizes interest accrued and penalties related to unrecognized tax benefits, if any, in interest and operating expense.  No interest or penalties were recorded as of December 31, 2011 and 2010.





The Company files U.S and state income taxes returns in jurisdictions with various statutes of limitations.  The 2008 through 2011 tax years generally remain subject to examination by federal and most state tax authorities.




Note 7 – Concentrations and Economic Dependency





The Company had one customer that accounted for 100% of revenue for the year ended December 31, 2011.









F-11





Note 8 – Commitments and Contingencies




Commitments:




The Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by the Chairman of the Board of Directors.    This space has been utilized since inception. On March 1, 2010, the Company entered into a month-to-month lease with an entity controlled by the Chairman of the Board of Directors.   The monthly lease payment is $1,000. (See Note 3)





Rent expense charged to operations was $12,000 and $12,000 in 2011 and 2010, respectively.





Loss Contingencies:





Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated.  Management is not aware of such matters that will have a material effect on the financial statements.





The Company ceased workman’s compensation when it no longer had employees.    Insurance was cancelled on the vessels as the Company no longer has any vessels.





Note 9 – Babe





On August 28, 2007, Fractional Marine, Inc., a wholly owned subsidiary of Marine Growth Ventures, Inc., entered into a Bareboat Sub-Charter with an individual pursuant to which that individual will charter hire the M/V Babe for $6,000 per month until February 1, 2008 upon which time the individual has a purchase option.   As part of this agreement, the individual was to place a $180,000 security deposit for the boat.  The deposit would be non-refundable if the individual did not purchase the boat.   The individual did not purchase the boat and defaulted on the bareboat sub-charter.  On April 21, 2008, the M/V Babe was repossessed by the Company and the obligors were not released from their secured and unsecured obligations.  The Company had taken a full reserve against the $180,000 based upon the possible collectability of the money owed to the Company and the costs that will be incurred to collect these funds.  The Company is currently seeking recovery against these obligations, anticipates taking action in the year ending 2012.  The net recovery will be reflected as income to the Company.




Note 10 – Euro Oceans, Co.





On May 21, 2010, the Company agreed with the Plaintiff to settle the litigation, including the Company’s counterclaim against the Plaintiff, in consideration for a payment by the company to Plaintiff of $40,000 to be delivered on or before June 15, 2010.  In the event that the settlement payment is not made as agreed, the Company has agreed that the Plaintiff will have the right to enforce a judgment against the Company in the amount of $80,000.  The Company did not make the payment as agreed and the Plaintiff has the right to enforce a judgment against the Company.  On October 21, 2010, the parties entered into a “First Addendum to Settlement Agreement” which amends the previous agreement by having Marine Growth Ventures agree to pay Euro Oceans the sum of $40,000 according to the following payment schedule:





1st payment of $15,000 is due on or before Friday, October 29, 2010


2nd payment of $15,000 is due on or before Tuesday, November 30, 2010


3rd payment of $10,000 is due on or before Friday, December 31, 2010.





The Company made all payments per the agreement.






F-12





Note 11 – Discontinued Operations





Due to the bankruptcy of Marine Growth Canada, Ltd, (MGC), a wholly owned subsidiary of the Company, the assets and liabilities of MGC have written off accordingly in the year ended December 31, 2011.





The Company, as one of several parties adverse to claims made by Frank J. Orlando (“Orlando”), for wages and consulting fees, on December 17, 2010, entered into an agreement with Orlando to settle such claims.  In consideration for a payment by the Company of $25,000, Orlando and the Company have executed and delivered mutual releases of claims.  Due to this settlement and the settlement with Euro Oceans, Co (see note 9), the Company generated income from discontinued operations of $91,093 in the year ending December 31, 2010.





Discontinued Liabilities consist of accounts payable items generated during the discontinued operations.





The carrying amounts of the liabilities of discontinued operations at December 31, 2011 and 2010, were as follows:




December 31, 2011


December 31,2010Accounts Payable

$
5,105


$
75,392Total

$
5,105


$
75,392




Income from Discontinued Operations for the period ending December 31, 2011 and 2010, were as follows:




December 31, 2011


December 31,2010Expenses From Discontinued OperationsPayroll

$
0


$
(156,093
)Professional Fees


0



65,000Operating Expenses


( 62,846
)


0Total Expenses:


( 62,846
)


( 91,093
)Income From Discontinued Operations:

$
62,846


$
91,093


Note 12 – Subsequent Events





Management has evaluated events occurring subsequent to December 31, 2011 through the filing March 28, 2012 to determine if any such events should be recognized or disclosed.  There were no such events.