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

| [  ]   | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
|----------------------------|-----------------------------------------------------------------|

| Delaware                            | 20-0890800          |
|------------------------------------------|---------------------|
| (State or other jurisdiction   | (IRS Employer       |
| of incorporation or organization)        | Identification No.) |

| Large accelerated filer  o | Accelerated filer  o   |
|---------------------------------|-----------------------------|
|                            |                        |
| Non-accelerated filer  o   | Smaller reporting company x |

----

| PART 1         |  FINANCIAL STATEMENTS                                                                                                |  3 |
|----------------|---------------------------------------------------------------------------------------------------------------------------|---------|
|           |                                                                                                                      |    |
| Item 1.        | Financial Statements                                                                                                      |  3 |
|           |                                                                                                                      |    |
|           | Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010 (Audited)                    | 3       |
|           |                                                                                                                      |    |
|           | Condensed Consolidated Statements of Operations for the Three Months Ended  March 31, 2011 and 2010 (Unaudited) | 4       |
|           |                                                                                                                      |    |
|           | Consolidated Statements of Cash Flows for the Three Months Ended March  31, 2011 and 2010 (Unaudited)           | 5       |
|           |                                                                                                                      |    |
|           | Notes to Condensed Consolidated Financial Statements as of March 31, 2011 (Unaudited)                                     | 6       |
|           |                                                                                                                      |    |
| Item 2.        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                               | 9       |
|           |                                                                                                                      |    |
| Item 3.        | Quantitative and Qualitative Disclosures About Market Risk                                                                | 11      |
|           |                                                                                                                      |    |
| Item 4.        | Controls and Procedures                                                                                                   | 11      |
|           |                                                                                                                      |    |
| PART II        | OTHER INFORMATION                                                                                                         | 12      |
|           |                                                                                                                      |    |
| Item 1.        | Legal Proceedings                                                                                                         | 12      |
|           |                                                                                                                      |    |
| Item 2.        | Unregistered Sales of Equity Securities and Use of Proceeds                                                               | 12      |
|           |                                                                                                                      |    |
| Item 3.        | Defaults Upon Senior Securities                                                                                           | 12      |
|           |                                                                                                                      |    |
| Item 4.        | Removed and Reserved                                                                                                      | 12      |
|           |                                                                                                                      |    |
| Item 5.        | Other Information                                                                                                         | 12      |
|           |                                                                                                                      |    |
| Item 6.        | Exhibits                                                                                                                  | 12      |
|           |                                                                                                                      |    |
| SIGNATURES     |                                                                                                                      | 14      |
|           |                                                                                                                      |    |
| CERTIFICATIONS |                                                                                                                      |    |
|           |                                                                                                                      |    |
|           | Certification of CEO Pursuant to 13a-14(a) under the Exchange Act                                                         |    |
|           |                                                                                                                      |    |
|           | Certification of CFO Pursuant to 13a-14(a) under the Exchange Act                                                         |    |
|           |                                                                                                                      |    |
|           | Certification of the CEO Pursuant to 18 U.S.C. Section 1350                                                               |    |
|           |                                                                                                                      |    |
|           | Certification of the CFO Pursuant to 18 U.S.C. Section 1350                                                               |    |
|           |                                                                                                                      |    |

----

| Marine Growth Ventures, Inc and Subsidiaries                 |   |
|--------------------------------------------------------------|--------|
| Consolidated Balance Sheets                                  |   |
|                                                         |   |   |   |   |   |
| ASSETS                                                       |   |
|                                                         |   | March 31, 2011(Unaudited) |   |   | December 31, 2010 (Audited - Restated) |   |
| CURRENT ASSETS                                               |   |   |   |   |   |   |
| Cash                                                         |   | $ | 3,820 |   |   | $ | 2,751 |   |
| Prepaid Expenses                                             |   |   | - |   |   |   | - |   |
|       Total Current Assets     |   |   | 3,820 |   |   |   | 2,751 |   |
|                                                         |   |   |   |   |   |   |   |   |
| FIXED ASSETS, NET                                            |   |   | - |   |   |   | 87 |   |
|                                                         |   |   |   |   |   |   |   |   |
| OTHER ASSETS                                                 |   |   |   |   |   |   |   |   |
| Retainers                                                    |   |   | - |   |   |   | - |   |
| Other Deposits                                               |   |   | - |   |   |   | - |   |
|      Total Other Assets             |   |   | - |   |   |   | - |   |
| TOTAL ASSETS                                                 |   | $ | 3,820 |   |   | $ | 2,838 |   |
|                                                         |   |
| LIABILITIES AND STOCKHOLDER'S DEFICIENCY                     |   |
| CURRENT LIABILITIES                                          |   |   |   |   |   |   |   |   |
| Accrued Payroll                                              |   | $ | 270,595 |   |   | $ | 270,464 |   |
| Accounts Payable                                             |   |   | 212,789 |   |   |   | 219,231 |   |
| Accrued Interest Payable                                     |   |   | 335,821 |   |   |   | 307,021 |   |
| Accrued Expenses                                             |   |   | 10,000 |   |   |   | 1,500 |   |
| Liabilities of Discontinued Operations                       |   |   | 75,392 |   |   |   | 75,392 |   |
| Note Payable – Stockholder                             |   |   | 59,500 |   |   |   | 59,500 |   |
| Note Payable -  Others                             |   |   | 952,813 |   |   |   | 927,313 |   |
|     Total Current Liabilities            |   |   | 1,916,910 |   |   |   | 1,860,421 |   |
|                                                         |   |   |   |   |   |   |   |   |
| LONG TERM LIABILITIES                                        |   |   |   |   |   |   |   |   |
| Note Payable – Others                                  |   |   | 369,881 |   |   |   | 369,881 |   |
|      Total Long Term Liabilities    |   |   | 369,881 |   |   |   | 369,881 |   |
| TOTAL LIABILTIES                                             |   |   | 2,286,791 |   |   |   | 2,230,302 |   |
|                                                         |   |   |   |   |   |   |   |   |
| STOCKHOLDERS' DEFICIENCY                                     |   |
| Preferred Stock, $0.001 par value, 5,000,000                 |   |   |   |   |   |   |   |   |
| shares authorized, none issued or outstanding                |   |   |   |   |   |   |   |   |
| Common Stock, $0.001 par value, 100,000,000                  |   |   |   |   |   |   |   |   |
| shares authorized, 21,839,500 issued and outstanding         |   |   | 21,840 |   |   |   | 21,840 |   |
| Additional Paid-In Capital                                   |   |   | 863,202 |   |   |   | 858,515 |   |
| Accumulated Deficit                                          |   |   | (3,117,214 | ) |   |   | (3,059,192 | ) |
| Accumulated Other Comprehensive (Loss)                       |   |   | (50,799 | ) |   |   | (48,627 | ) |
|      Total Stockholders' Deficiency |   |   | (2,282,971 | ) |   |   | (2,227,464 | ) |
| TOTAL LIABILITIES & STOCKHOLDERS'                        |   |   |   |   |   |   |   |   |
| DEFICIENCY                                                   |   | $ | 3,820 |   |   | $ | 2,838 |   |

----

| Marine Growth Ventures, Inc and Subsidiaries |
|----------------------------------------------|
| Consoldiated Statement of Operations         |
| (Unaudited)                                  |

|                                              |   | Three Months Ended |       |
|---------------------------------------------------|--------|--------------------|------------|
|                                              |   | March 31,          |       |
|                                              |   | 2011               |       |   | 2010 |   |
| REVENUE                                           |   | $                  |       |   | $ |   |
| (COST OF SALES)                                   |   |               |       |   |   |   |   |   |
| GROSS PROFIT (LOSS)                               |   |               | -          |   |   |   | - |   |
|                                              |   |               |       |   |   |   |   |   |
| EXPENSES                                          |   |               |       |   |   |   |   |   |
| Payroll and Related  Expenses           |   |               | 4,827      |   |   |   | 4,688 |   |
| Professional Fees                                 |   |               | 18,574     |   |   |   | 27,138 |   |
| General and Administrative Expenses               |   |               | 5,354      |   |   |   | 3,551 |   |
|      Total Expenses      |   |               | 28,755     |   |   |   | 35,377 |   |
|                                              |   |               |       |   |   |   |   |   |
| LOSS FROM OPERATIONS                              |   |               | (28,755    | ) |   |   | (35,377 | ) |
|                                              |   |               |       |   |   |   |   |   |
| OTHER EXPENSE                                     |   |               |       |   |   |   |   |   |
| Interest                                          |   |               | 28,800     |   |   |   | 21,935 |   |
| Other                                             |   |               | 466        |   |   |   | 772 |   |
|      Total Other Expense |   |               | 29,266     |   |   |   | 22,707 |   |
|                                              |   |               |       |   |   |   |   |   |
| LOSS FROM CONTINUING OPERATIONS                   |   | $                  | (58,021    | ) |   | $ | (58,084 | ) |
|                                              |   |               |       |   |   |   |   |   |
| LOSS  FROM DISCONTINUED OPERATIONS      |   |               | -          |   |   |   | (40,000 | ) |
|                                              |   |               |       |   |   |   |   |   |
| NET INCOME/(LOSS)                                 |   | $                  | (58,021    | ) |   | $ | (98,084 | ) |
|                                              |   |               |       |   |   |   |   |   |
| Basic and diluted loss per common share           |   |               |       |   |   |   |   |   |
| Continuing Operations                             |   | $                  | (0.00      | ) |   | $ | ( 0.00 | ) |
| Discontinued Operations                           |   | $                  | (0.00      | ) |   | $ | ( 0.00 | ) |
|                                              |   |               |       |   |   |   |   |   |
| Weighted average number of common                 |   |               |       |   |   |   |   |   |
| shares outstanding - basic and diluted            |   |               | 21,839,500 |   |   |   | 21,839,500 |   |

----

| Marine Growth Ventures, Inc and Subsidiaries       |   |
|----------------------------------------------------|--------|
| Consolidated Statements of Cash Flows              |   |
| (Unaudited)                                        |   |
|                                               |   | Three Months Ended |   |
|                                               |   | March 31, |   |
|                                               |   | 2011 |   |   | 2010 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:              |   |   |   |   |   |   |
| Net (Loss) from Continuing Operations              |   | $ | (58,021 | ) |   | $ | (58,084 | ) |
| Net Income  from Discontinued Operations |   |   | - |   |   |   | (40,000 | ) |
| Adjustments to reconcile net loss to net cash      |   |   |   |   |   |   |   |   |
| used in operating activities                       |   |   |   |   |   |   |   |   |
| Depreciation & Amortization                    |   |   | 87 |   |   |   | 91 |   |
| Donated Rent & Services                        |   |   | 4,687 |   |   |   | 6,687 |   |
| Extinguishment Gain                                |   |   | - |   |   |   | - |   |
| Changes in Operation Assets & Liabilities:     |   |   |   |   |   |   |   |   |
| Prepaid Expense                                    |   |   | - |   |   |   | 321 |   |
| Retainer                                           |   |   | - |   |   |   | 20,000 |   |
| Prepaid Insurance                                  |   |   | - |   |   |   | - |   |
| Accrued Payroll                                    |   |   | 131 |   |   |   | 138 |   |
| Accounts Payable & Accrued Expenses            |   |   | 2,057 |   |   |   | 45,772 |   |
| Accrued Interest Payable                           |   |   | 28,800 |   |   |   | 21,935 |   |
| Net Cash Used by Operating Activities              |   |   | (22,259 | ) |   |   | (3,140 | ) |
|                                               |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES               |   |   |   |   |   |   |   |   |
| Proceeds From Note Payable – Related Party   |   |   | 25,500 |   |   |   | 5,500 |   |
| Net Cash Provided by Financing Activities          |   |   | 25,500 |   |   |   | 5,500 |   |
|                                               |   |   |   |   |   |   |   |   |
| Currency Conversion Gain/Loss                      |   |   | (2,172 | ) |   |   | (2,300 | ) |
|                                               |   |   |   |   |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH:                   |   |   | 1,069 |   |   |   | 60 |   |
|                                               |   |   |   |   |   |   |   |   |
| BEGINNING CASH                                     |   |   | 2,751 |   |   |   | 1,570 |   |
|                                               |   |   |   |   |   |   |   |   |
| ENDING CASH                                        |   | $ | 3,820 |   |   | $ | 1,630 |   |

|                                                                                |   |   |   |   |   |   |
|-------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|
| SUPPLEMENTAL DISCLOSURES OF CASH ITEMS                                              |   |   |   |   |   |   |
| Interest Paid                                                                       |   | $      | -      |   |   | $      | - |   |
| Income Taxes Paid                                                                   |   |   | -      |   |   |   | - |   |
| SUPPLEMENTAL DISCLOSURES OF NON-CASH  INVESTING & FINANCING ACTIVITES |   |   |   |   |   |   |   |   |

----

----

| (A)   | Principles of Consolidation |
|-----------------|-----------------------------|

| (B)   | Use of Estimates |
|-----------------|------------------|

| (C)   | Loss per  Share |
|-----------------|---------------------------|

| (D)   | Interim Condensed  Consolidated Financial Statements |
|-----------------|----------------------------------------------------------------|

| (E)   | Recent Accounting Pronouncements |
|-----------------|----------------------------------|

| (F)   | Accounting for the Impairment of Long-Lived Assets |
|-----------------|----------------------------------------------------|

----

| Current Liabilities of Discontinued |   |   |   |   |   |   |
|-------------------------------------|--------|--------|--------|--------|--------|--------|
| Operations:                         |   |   |   |   |   |   |
|                                |   |   |   |   |   |   |
| Accounts Payable                    |   | $      | 75,392 |   |   | $      | 75,392 |   |
| Total                               |   | $      | 75,392 |   |   | $      | 231,485 |   |

|                                  |   | March 31, 2011 |    |   | March 31,2010 |   |
|---------------------------------------|--------|----------------|---------|--------|--------------------|--------|
|                                  |   |           |    |   |               |   |
| Expenses From Discontinued Operations |   |           |    |   |               |   |
| Professional Fees                     |   | $              |  0 |   |               | $      | 40,000 |   |
| Total Expenses:                       |   |           |  0 |   |               |   |  40,000 |   |
|                                  |   |           |    |   |               |   |   |   |
| Loss From Discontinued Operations:    |   | $              |  0 |   |               | $      | (40,000 | ) |

----

----

----

| (a)   | Evaluation of Disclosure Controls and Procedures |
|-----------------|--------------------------------------------------|

| (b)   | Changes in internal control over financial reporting.  |
|-----------------|-------------------------------------------------------------|

----

| Number |   | Description                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 3.1    |   | Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 3.2    |   | Certificate of Amendment to Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 3.3    |   | Certificate of Amendment to Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 3.4    |   | Certificate of Amendment to Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 3.5    |   | Registrant's By-Laws (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 5.1    |   | Opinion of Sichenzia Ross Friedman Ference LLP (incorporated by reference to Exhibit 5.1 to Registrant’s Form SB-2/A filed on April 14, 2006).                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.1   |   | Employment agreement dated July 1, 2004 between the Registrant and Craig Hodgkins (incorporated by reference to the exhibits to         Registrant’s Form SB-2 filed on September 2, 2005).                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.2   |   | Employment agreement dated July 1, 2004 between the Registrant and Capt. Timothy Levensaler (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.3   |   | Seaman Engagement Contract between Sophlex Ship Management Co. Ltd. And Xiamen Zhonglianyang Seaman Service Co., Ltd. (incorporated by reference to Exhibit 10.3 to Registrant’s Form SB-2/A filed on April 14, 2006).                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.4   |   | $500,000.00 Revolving Secured Note, dated May 5, 2004, issued by Marine Growth Ventures Inc., Marine Growth Charter, Inc., Marine Growth Finance, Inc., Marine Growth Freight, Inc., Marine Growth Real Estate, Inc. and Gulf Casino Cruises, Inc. to Frank P. Crivello (incorporated by reference to Exhibit 10.4 to Registrant’s Form SB-2/A filed on April 14, 2006). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.5   |   | $2,00,000.00 Promissory Note, dated October 21, 2004, issued by King Crown International Co. Ltd. to Marine Growth Finance, Inc. (incorporated by reference to Exhibit 10.5 to Registrant’s Form SB-2/A filed on April 14, 2006).                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.6   |   | Settlement Stipulation, dated April 7, 2005, between King Crown International Co. Ltd., Marine Growth Finance, Inc., Oceans Five Cruises, Inc. and Lee Young Union Ltd. (incorporated by reference to Exhibit 10.6 to Registrant’s Form SB-2/A filed on April 14, 2006).                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.7   |   | $50,000.00 Revolving Note, dated January 5, 2006, issued by Marine Growth Ventures Inc., Marine Growth Charter, Inc., Marine Growth Finance, Inc., Marine Growth Freight, Inc., Marine Growth Real Estate, Inc. and Gulf Casino Cruises, Inc. to Frank P. Crivello (incorporated by reference to Exhibit 10.1 to Form 10-QSB filed on March 31, 2006).                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.8   |   | Sale and Purchase Agreement, by and between British Columbia Discovery Voyages, Inc., T. Jones Enterprises, Inc. and Trevor Jones, as sellers, and Marine Growth Ventures, Inc., as buyer. (incorporated by reference to Exhibit 10.1 of Form 8-K filed March 28, 2007)                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.9   |   | Loan and Security  Agreement  between  Greystone  Business Credit II LLC, Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., dated as of March 27, 2007  (incorporated by reference to Exhibit 10.2 of Form 8-K filed March 28, 2007)                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.10  |   | Guaranty in favor of Greystone Business Credit II LLC, by and among Marine Growth Ventures, Inc., Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., dated as of March 27, 2007 (incorporated by reference to Exhibit 10.3 of Form 8-K filed March 28, 2007)                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.11  |   | Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.4 of Form 8-K filed March 28, 2007)                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.12  |   | First Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.5 of Form 8-K filed March 28, 2007)                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.13  |   | Second Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.6 of Form 8-K filed March 28, 2007)                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.14  |   | Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.7 of Form 8-K filed March 21, 2007)                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.15  |   | Forth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.8 of Form 8-K filed March 28, 2007)                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.16  |   | Fifth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.9 of Form 8-K filed March 28, 2007)                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.17  |   | Sixth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello. (incorporated by reference to Exhibit 10.10 of Form 8-K filed March 28, 2007)                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.18  |   | Seventh Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.11 of Form 8-K filed March 28, 2007)                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.19  |   | Share Ship Agreement, date April 11, 2007, by and between Euro Oceans, Ltd., Marine Growth Ventures, Inc., Marine Growth Canada, Ltd., Sophlex Ship Management, Inc. and Ship Timeshare Management, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed April 17, 2007)                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                           |
| 10.20  |   | Eighth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.1 of Form 8-K filed May 17, 2007)                                                                                                                                                                                |

----

| 10.21  |   | Ninth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.10 of Form 8-K filed July 5, 2007)                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                  |
| 10.22  |   | Bareboat Charter by and between Fractional Marine, Inc. and Greystone Maritime Holdings LLC, dated July 30, 2007 (incorporated by reference to Exhibit 10.1 of Form 8-K filed August 7, 2007)                                                         |
|   |   |                                                                                                                                                                                                                                                  |
| 10.23  |   | Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated August 1, 2007 (incorporated by reference to Exhibit 10.2 of Form 8-K filed August 7, 2007)                                  |
|   |   |                                                                                                                                                                                                                                                  |
| 10.24  |   | First Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated September 6, 2007 (incorporated by reference to Exhibit 10.2 of Form 8-K filed September 10, 2007)        |
|   |   |                                                                                                                                                                                                                                                  |
| 10.25  |   | Tenth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.11 of Form 8-K filed September 25, 2007)                                                 |
|   |   |                                                                                                                                                                                                                                                  |
| 10.26  |   | Second Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated November 27, 2007 (incorporated by reference to Exhibit 10.3 of Form 8-K filed November 28, 2007)        |
|   |   |                                                                                                                                                                                                                                                  |
| 10.27  |   | Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008 (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8, 2008)             |
|   |   |                                                                                                                                                                                                                                                  |
| 10.28  |   | Forth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008 (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14, 2008)         |
|   |   |                                                                                                                                                                                                                                                  |
| 10.29  |   | Fifth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008 (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 17, 2008).              |
|   |   |                                                                                                                                                                                                                                                  |
| 10.30  |   | Eleventh Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated March 19, 2008 (filed herewith)                                                                                         |
|   |   |                                                                                                                                                                                                                                                  |
| 10.31  |   | Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008 (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8, 2008)             |
|   |   |                                                                                                                                                                                                                                                  |
| 10.32  |   | Forth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008 (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14, 2008)         |
|   |   |                                                                                                                                                                                                                                                  |
| 10.32  |   | Fifth Amendment to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008 (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 16, 2008)           |
|   |   |                                                                                                                                                                                                                                                  |
| 10.33  |   | Sixth Amendment to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated June 25, 2008 (incorporated by reference to Exhibit 10.7 of Form 8-K filed June 26, 2008)             |
|   |   |                                                                                                                                                                                                                                                  |
| 10.34  |   | Modification lf Agreement dated June 12, 2008 (incorporated by reference to Exhibit 10.1 of Form 8-k filed August 11, 2008)                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                  |
| 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)                                             |
|   |   |                                                                                                                                                                                                                                                  |
| 31.1   |   | Certification of CEO Pursuant to 13a-14(a) under the Exchange Act                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                  |
| 31.2   |   | Certification of the CFO Pursuant to 13a-14(a) under the Exchange Act                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                  |
| 32.1   |   | Certification of the CEO pursuant to 18 U.S.C Section 1350                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                  |
| 32.2   |   | Certification of the CFO pursuant to 18. U.S.C Section 1350                                                                                                                                                                                           |

----

|                                                                                  | MARINE GROWTH VENTURES, INC. |                                   |
|---------------------------------------------------------------------------------------|------------------------------|----------------------------------------|
|                                                                                  |                         |                                   |   |
| Dated:  May 13, 2011                     | By:                          | /s/ Craig Hodgkins                |   |
|                                                                                  |                         | Craig Hodgkins                         |   |
|                                                                                  |                         | President and Director                 |   |
|                                                                                  |                         | (Principal Executive Officer)          |   |
|                                                                                  |                         |                                   |   |
|                                                                                  |                         |                                   |   |
| Dated: May 13, 2011            | By:                          | /s/ Katherine Ostruszka                |   |
|                                                                                  |                         | Katherine Ostruszka                    |   |
|                                                                                  |                         | Chief Financial Officer and Controller |   |
|                                                                                  |                         | (Principal Financial Officer)          |   |