UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark One)





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




For
the quarterly period ended June 30, 2009





[  ]           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
              of incorporation or
      organization)
            (IRS
      Employer
              Identification
      No.)




405-A
Atlantis Road


Cape
Canaveral, Florida 32920


(Address
of principal executive offices)





(321)
783-1744


(Issuer's
telephone number)




N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by a check mark 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 [ ]





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





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of June 30, 2009 – 21,839,500 shares of
common stock





Indicate
by a check mark whether the registrant is (check one):




an
accelerated filer [  ] a non accelerated filer [  ] or a
smaller reporting company [X]











MARINE
GROWTH VENTURES, INC.


FORM
10-Q


QUARTERLY
PERIOD ENDED JUNE 30,  2009


TABLE
OF CONTENTS










PART
      1
                                                                                              FINANCIAL
      STATEMENTS
                                                                                              3Item
      1.
                                                                                              Financial
      Statements
                                                                                              3Condensed
      Consolidated Balance Sheets as of June 30, 2009 (Unaudited)

                                                                                                  December
      31, 2008 (Audited)
                                                                                              4Condensed
      Consolidated Statements of Operations for the Three and
SixMonths
      Ended June 30, 2009 and 2008 (Unaudited)
                                                                                              5Consolidated
      Statements of Cash Flows for the Three and Six Months
EndedJune
      30, 2009 and 2008 (Unaudited)
                                                                                              6Notes
      to Condensed Consolidated Financial Statements as of June 30,
      2009
                                                                                                (Unaudited)
                                                                                              7Item
      2.
                                                                                              Management’s
      Discussion and Analysis of Financial Condition

                                                                                                  and
      Results of Operations
                                                                                              10Item
      3.
                                                                                              Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                              13Item
      4.
                                                                                              Controls
      and Procedures
                                                                                              14PART
      II
                                                                                              OTHER
      INFORMATION
                                                                                              15Item
      1.
                                                                                              Legal
      Proceedings
                                                                                              15Item
      2.
                                                                                              Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                                              15Item
      3.
                                                                                              Defaults
      Upon Senior Securities
                                                                                              15Item
      4.
                                                                                              Submission
      of Matters to a Vote of Security Holders
                                                                                              15Item
      5.
                                                                                              Other
      Information
                                                                                              15Item
      6
                                                                                              Exhibits
                                                                                              15SIGNATURES
                                                                                              20CERTIFICATIONSCertification
      of CEO Pursuant to 13a-14(a) under the Exchange Act
                                                                                              22Certification
      of CFO Pursuant to 13a-14(a) under the Exchange Act
                                                                                              23Certification
      of the CEO Pursuant to 18 U.S.C. Section 1350
                                                                                              24Certification
      of the CFO Pursuant to 18 U.S.C. Section 1350
                                                                                              25





2


PART
I – FINANCIAL INFORMATION





ITEM
1 – FINANCIAL STATEMENTS








Marine
      Growth Ventures, Inc and SubsidiariesConsolidated
      Balance SheetsASSETSJune
      30, 2009
                        (Unaudited)
                      
                      
                      December 31,
      2008 (Audited)CURRENT
      ASSETSCash
                      
                      $
                      5,773
                      
                      
                      $
                      7,897Prepaid
      Expenses
                      
                      
                      56
                      
                      
                      
                      734Vessels
      Held for Sale
                      
                      
                      2,923,670
                      
                      
                      
                      2,923,670Total
      Current Assets
                      
                      
                      2,929,499
                      
                      
                      
                      2,932,301FIXED
      ASSETS, NET
                      
                      
                      636
                      
                      
                      
                      818PREPAID
      FINANCING COSTS
                      
                      
                      -
                      
                      
                      
                      2,258OTHER
      ASSETSRetainers
                      
                      
                      6,516
                      
                      
                      
                      17,500Other
      Deposits
                      
                      
                      1,656
                      
                      
                      
                      1,656Total
      Other Assets
                      
                      
                      8,169
                      
                      
                      
                      19,156TOTAL
      ASSETS
                      
                      $
                      2,938,304
                      
                      
                      $
                      2,954,533LIABILITIES
      AND STOCKHOLDER'S DEFICIENCYCURRENT
      LIABILITIESAccrued
      Payroll
                      
                      $
                      433,485
                      
                      
                      $
                      434,235Accounts
      Payable
                      
                      
                      371,401
                      
                      
                      
                      539,986Accrued
      Interest Payable
                      
                      
                      465,457
                      
                      
                      
                      209,943Accrued
      Expenses
                      
                      
                      531,084
                      
                      
                      
                      259,450Note
      Payable – Greystone
                      
                      
                      5,149,503
                      
                      
                      
                      5,149,503Note
      Payable – Stockholder
                      
                      
                      59,500
                      
                      
                      
                      59,500Note
      Payable – Other
                      
                      
                      776,613
                      
                      
                      
                      648,613Total
      Current Liabilities
                      
                      
                      7,787,043
                      
                      
                      
                      7,301,230STOCKHOLDERS'
      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
                      
                      
                      826,890
                      
                      
                      
                      816,015Accumulated
      Deficit
                      
                      
                      (5,656,397
                      )
                      
                      
                      (5,149,829
                      )Accumulated
      Other Comprehensive (Loss)
                      
                      
                      (41,072
                      )
                      
                      
                      (34,723
                      )Total
      Stockholders' Deficiency
                      
                      
                      (4,848,739
                      )
                      
                      
                      (4,346,697
                      )TOTAL
      LIABILITIES & STOCKHOLDERS'DEFICIENCY
                      
                      $
                      2,938,304
                      
                      
                      $
                      2,954,533







See
Accompanying Notes to Condensed Consolidated Financial Statements







3


Marine
      Growth Ventures, Inc and SubsidiariesConsoldiated
      Statement of Operations(Unaudited)Three
      Months Ended
                                                                
                                                                
                                                                Six
      Months EndedJune
      30,
                                                                
                                                                
                                                                June
      30,2009
                                                                
                                                                
                                                                2008
                                                                
                                                                
                                                                2009
                                                                
                                                                
                                                                2008REVENUEShip
      Management Fees and Consulting Income
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                12,000Cost
      of Sales
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                64,062
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                128,125GROSS
      PROFIT (LOSS)
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (64,062
                                                                )
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (116,125
                                                                )EXPENSESPayroll
      and Related  Expenses
                                                                
                                                                
                                                                13,466
                                                                
                                                                
                                                                
                                                                22,864
                                                                
                                                                
                                                                
                                                                27,738
                                                                
                                                                
                                                                
                                                                99,324Professional
      Fees
                                                                
                                                                
                                                                70,623
                                                                
                                                                
                                                                
                                                                49,360
                                                                
                                                                
                                                                
                                                                107,180
                                                                
                                                                
                                                                
                                                                99,072General
      and Administrative Expenses
                                                                
                                                                
                                                                10,495
                                                                
                                                                
                                                                
                                                                27,262
                                                                
                                                                
                                                                
                                                                19,932
                                                                
                                                                
                                                                
                                                                41,752Selling
      Expenses
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,206
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                2,566Operating
      Expenses
                                                                
                                                                
                                                                38,501
                                                                
                                                                
                                                                
                                                                105,449
                                                                
                                                                
                                                                
                                                                84,368
                                                                
                                                                
                                                                
                                                                152,834Total
      Expenses
                                                                
                                                                
                                                                133,085
                                                                
                                                                
                                                                
                                                                206,141
                                                                
                                                                
                                                                
                                                                239,218
                                                                
                                                                
                                                                
                                                                395,548LOSS
      FROM OPERATIONS
                                                                
                                                                
                                                                (133,085
                                                                )
                                                                
                                                                
                                                                (270,203
                                                                )
                                                                
                                                                
                                                                (239,218
                                                                )
                                                                
                                                                
                                                                (511,673
                                                                )OTHER
      (EXPENSE)Interest
                                                                
                                                                
                                                                (128,762
                                                                )
                                                                
                                                                
                                                                (56,920
                                                                )
                                                                
                                                                
                                                                (255,514
                                                                )
                                                                
                                                                
                                                                (119,305
                                                                )Loan
      Service Fee
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (4,007
                                                                )
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (12,666
                                                                )Sales
      Tax
                                                                
                                                                
                                                                (1,745
                                                                )
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (2,182
                                                                )
                                                                
                                                                
                                                                (178
                                                                )Other
                                                                
                                                                
                                                                (3,963
                                                                )
                                                                
                                                                
                                                                (1,891
                                                                )
                                                                
                                                                
                                                                (9,654
                                                                )
                                                                
                                                                
                                                                (6,236
                                                                )Total
      Other Expense
                                                                
                                                                
                                                                (134,470
                                                                )
                                                                
                                                                
                                                                (62,818
                                                                )
                                                                
                                                                
                                                                (267,350
                                                                )
                                                                
                                                                
                                                                (138,835
                                                                )NET
      LOSS
                                                                
                                                                $
                                                                (267,555
                                                                )
                                                                
                                                                $
                                                                (333,021
                                                                )
                                                                
                                                                $
                                                                (506,568
                                                                )
                                                                
                                                                $
                                                                (650,058
                                                                )Basic
      and diluted loss per common share
                                                                
                                                                $
                                                                (0.01
                                                                )
                                                                
                                                                $
                                                                (0.01
                                                                )
                                                                
                                                                $
                                                                (0.02
                                                                )
                                                                
                                                                $
                                                                (0.02
                                                                )Weighted
      average number of commonshares
      outstanding - basic and diluted
                                                                
                                                                
                                                                21,839,500
                                                                
                                                                
                                                                
                                                                21,839,500
                                                                
                                                                
                                                                
                                                                21,839,500
                                                                
                                                                
                                                                
                                                                21,839,500











See
Accompanying Notes To Condensed Consolidated Financial Statements






4





Marine
      Growth Ventures, Inc and SubsidiariesConsolidated
      Statements of Cash Flows(Unaudited)Six
      Months EndedJune
      30,2009
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (506,568
                  )
                  
                  $
                  (650,058
                  )Adjustments
      to reconcile net loss to net cashused
      in operating activitiesDepreciation
      & Amortization
                  
                  
                  182
                  
                  
                  
                  9,646Donated
      Rent & Services
                  
                  
                  10,875
                  
                  
                  
                  7,874Changes
      in Operation Assets & Liabilities:Accounts
      Receivable
                  
                  
                  -
                  
                  
                  
                  6,000Prepaid
      Expense
                  
                  
                  -
                  
                  
                  
                  5,000Other
      Receivables
                  
                  
                  -
                  
                  
                  
                  501Retainer
                  
                  
                  12,343
                  
                  
                  
                  -Prepaid
      Insurance
                  
                  
                  (678
                  )
                  
                  
                  678Accrued
      Payroll
                  
                  
                  (750
                  )
                  
                  
                  36,222Accounts
      Payable & Accrued Expenses
                  
                  
                  105,307
                  
                  
                  
                  123,142Accrued
      Interest Payable
                  
                  
                  255,514
                  
                  
                  
                  2,566Deferred
      Expenses
                  
                  
                  -
                  
                  
                  
                  (19,166
                  )Net
      Cash Used by Operating Activities
                  
                  
                  (123,775
                  )
                  
                  
                  (477,595
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESPayment
      on Note Payable – Greystone
                  
                  
                  
                  
                  
                  
                  106,171Cash
      Overdraft
                  
                  
                  -
                  
                  
                  
                  (17,343
                  )Proceeds
      From Note Payable – Related Party
                  
                  
                  128,000
                  
                  
                  
                  390,350Net
      Cash Provided by Financing Activities
                  
                  
                  128,000
                  
                  
                  
                  479,178Currency
      Conversion Gain/Loss
                  
                  
                  (6,349
                  )
                  
                  
                  1,127NET
      INCREASE (DECREASE) IN CASH:
                  
                  
                  (2,124
                  )
                  
                  
                  2,715BEGINNING
      CASH
                  
                  
                  7,897
                  
                  
                  
                  -ENDING
      CASH
                  
                  $
                  5,773
                  
                  
                  $
                  2,715






5









SUPPLEMENTAL
      DISCLOSURES OF CASH ITEMSInterest
      Paid
                              
                              $
                              -
                              
                              
                              $
                              -Income
      Taxes Paid
                              
                              
                              -
                              
                              
                              
                              -SUPPLEMENTAL
      DISCLOSURES OF NON-CASH  INVESTING & FINANCING
      ACTIVITESLine
      of Credit - Greystone
                              
                              
                              -
                              
                              
                              $
                              496,000Payment
      on Note Payable – Stockholder
                              
                              
                              -
                              
                              
                              
                              (496,000
                              )Additional
      Paid-In Capital
                              
                              
                              -
                              
                              
                              
                              (241,567
                              )Common
      Stock
                              
                              
                              -
                              
                              
                              
                              (100
                              )Accrued
      payroll
                              
                              
                              -
                              
                              
                              
                              241,667






See
Accompanying Notes To Condensed Consolidated Financial Statements






6




Marine
Growth Ventures, Inc. and Subsidiaries


Notes
to Condensed Consolidated Financial Statements


As
of June 30, 2009 (Unadudited)





Note
1 – Organization and
Operations, Going Concern and Bankruptcy





A.
            Organization and
      Operations





Marine
Growth Ventures, Inc. (“MGV”) was formed and incorporated in the state of
Delaware on November 6, 2003.  MGV is a holding company that conducts
its operations primarily through a wholly-owned subsidiary, Sophlex Ship
Management, Inc. (“Sophlex”).  MGV, Marine Growth Finance &
Charter, Inc., Inc., Sophlex Ship Management, Inc., Marine Growth Freight, Inc.,
Marine Aggregates, Inc., Gulf Casino Cruises, Inc., Ship Timeshare Management,
Inc., Marine Growth Canada, Ltd., Fractional Marine, Inc., Cruiseship Share
Owners Association, Inc. and Pacific Aurora Cruise Association, 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, provides
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 the
current Chief Operating Officer of the Company.   At the time
acquisition both companies were private entities.





In
addition, the Company is pursuing other opportunities in the shipping
industry.





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, primarily due to the expansion of
its business.   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 six months ended June 30, 2009, the Company had
a net loss of $506,568 and a negative cash flow from operations of $123,775 and
as June 30, 2009, the Company had a working capital deficiency of $4,857,544 and
a stockholders’ deficiency of $4,848,739.  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.





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.  The assets
of  MGC consists of the vessel the Pacific Aurora and its
furnishings.  (See Note 4A)







7


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., Gulf Casino Cruises, Inc., Ship
Timeshare Management, Inc., Marine Growth Canada, Ltd., Fractional Marine, Inc.,
Cruiseship Share Owners Association, Inc. and Pacific Aurora Cruise Association,
Inc.  All material inter-company accounts and transactions have been
eliminated in consolidation.





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





(C)
            Loss
      per  Share





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





(D)
            Interim
      Condensed  Consolidated Financial
    Statements





The
condensed consolidated financial statements as of June 30, 2009 and for the six
months ended June 30, 2009 and 2008 are unaudited.   In the
opinion of management, such condensed consolidated financial statements include
all adjustments (consisting of normal recurring accruals) necessary for the fair
representation of the consolidated financial position and the consolidated
results of operations.   The consolidated results of operations
for the periods presented are not necessarily indicative of the results to be
expected for the full year.  The interim condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements for the year end December 31, 2008 appearing in Form 10K
filed on April 15, 2009.





(E)
            Recent Accounting
      Pronouncements





In the
opinion of management, there are no recent accounting pronouncements that will
have a material effect the Company’s consolidated financial
statements.





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





The
long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable.  It is reasonably possible that these
assets could become impaired as a result of technology or other industry
changes.  Determination of recoverability of assets to be held and
used is performed by comparing the carrying amount of an asset to future net
undiscounted cash flows to be generated by the assets.  If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of assets exceed the fair value of the
assets.  Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.







8




Note
3- Related Party
Transactions





Revolving
Note “A” issued on January 5, 2006





The
balance at June 30, 2009 was $123,381 ($59,500 in principal and $63,881 in
accrued interest).





Revolving Note “B” issued on August 1,
2007





The
Company borrowed an additional $128,000 during the six months ended June 30,
2009.  The balance at June 30, 2009 was $874,395 ($776,613 in
principal and $97,782 in accrued interest).  Since June 30, 2009, an
additional $500 has been borrowed.





The
Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by
the Chairman of the Board of Directors.    The fair market
value of this rent is $250 per month and is recorded as $1500 rent expense and a
corresponding related party liability for the six month ended June 30, 2009 and
2008.   On June 30, 2009, this debt was forgiven and converted
into additional paid in capital.





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
$10,875 during the six months ending June 30, 2009.  These services
and a corresponding related party liability was recorded.   On
June 30, 2009, this debt was forgiven and converted into additional paid in
capital.





Note
4 – Greystone Business
Credit II, LLC





In June
2008, Greystone Business Credit II and the Company entered into a loan
agreement. These monies were collateralized by the two vessels, the Pacific
Aurora and the Babe.





A .Pacific
Aurora





As of
June 30, 2009, the balance on the loan from Greystone was $2,920,308 ($2,770,967
in principal, $132,961 in interest and $16,380 in loan service
fees.)  The carrying value of the vessel and its furnishing is
$1,498,670. On February 9, 2009, the Company received a notice of default from
Greystone.   On March 6, 2009, Greystone Business Credit II, LLC
filed against Marine Growth Canada, Ltd., Marine Growth Finance & Charter,
Inc., Marine Growth Ventures, Inc., Fractional Marine, Inc., and all other
parties interested in the ship “Pacific Aurora” in the Federal Court in
Vancouver, BC Canada for admiralty action to foreclose its lien and acquire
ownership and possession of the ship.     Greystone
seeks judgment in the amount of $2,851,919 against Marine Growth Canada, Ltd.,
Marine Growth Finance and Marine Growth Ventures.  On July 2,
2009 the Supreme Court of the British Columbia in Bankruptcy declared
Marine Growth Canada, Ltd bankrupt under the laws of British
Columbia.   (See Note 1)





B.  Babe





As of
June 30, 2009, the balance on the loan relating to this vessel was $2,549,369
($2,378,536 in principal and $170,833 in interest.) The carrying value of the
vessel is $1,425,000. We recorded an impairment expense against the vessel in
the twelve months ended December 31, 2008 in the amount of $864,926. $300,000
was for the approximate cost of disposal for the Babe and $564,926 was due to
the fact that fair market value was less than the carrying amount of the
vessel.    On February 9, 2009, the Company received a
notice of default from Greystone and they continue to be default.




9





ITEM
2 - MANAGEMENT’S DISCUSSION AND ANALYSIS





Forward-Looking
Statements





This Quarterly Report of Form 10-Q,
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 potential risks and
uncertainties that could cause our actual results to differ materially from
those expressed or implied herein are set forth in our Annual Report on Form
10-K for the year ended December 31, 2008.





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.





Background





We were
formed and incorporated in the state of Delaware on November 6,
2003.  We are a holding company and conduct our current operations
solely through a wholly-owned subsidiary, Sophlex Ship Management, Inc.
(“Sophlex”).





We had no
significant business operations until our acquisition of Sophlex on September 1,
2004.  Sophlex, which was founded in 1999, provides 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.





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.  Presently, we have no commitments to provide such
capital.   We had a net loss of $506,568 and a negative cash flow
from operations of $123,775 for the six months ended June 30, 2009.





Three
Months Ended June 30, 2009 and 2008:





Payroll and Related
Expenses:  Payroll and related expenses were $13,466 for the
three months ended June 30, 2009 compared to $22,864 for the three months ended
June 30, 2008.  The decrease of $9,398 was due to the waiving of the
officers payroll until the Company has sustainable revenues.





Professional Fees:  Professional fees were $70,623 for the three months ended
June 30, 2009 compared to $49,360 for the three months ended June 30,
2008.  The net increase of $21,263 is primarily due to an increase in
legal fees incurred with respect to the Greystone legal
proceedings.




10


General and Administrative
Expenses:  General and administrative expenses were $10,495 and
$27,262 for the three months ended June 30, 2009 and 2008,
respectively.  General and administrative expenses decreased by
$16,767 in the three months ended June 30, 2009 as compared to the three months
ended June 30, 2008. This decrease is mainly due to a decrease in bed debt
expense of $12,000, a decrease in travel of $1,544, a decrease in office expense
of $2,457 and a decrease in auto expenses of $462.





Selling
Expenses:   Selling expenses were $0 and $1,260 for the
three months ended June 30, 2009 and 2008 respectively.





Operating
Expenses:  Operating expenses were $38,501 for the three months
ended June 30, 2009 compared to $105,449 for the three months ended June 30,
2008.   Operating expenses decreased by $66,948 during the three
months ended June 30, 2009.    The net decrease in operating
expenses is primarily due to an increase in dockage of $8,990, a decrease in
crew expenses of $21,635, a decrease in inspection fees of $7,937, a decrease in
processing fees of $1,401, a decrease in vessel supplies of $38,704 and a
decrease in other operating expenses of $5,962.





Other
Expenses:  Other Expenses was $134,470 for the three months
ended June 30, 2009 compared to $62,818 for the three months ended June 30,
2008.   For the three months ended June 30, 2009, we had an
increase in expenses of $71,652. This increase was primarily due to the
continued financing costs of the M/V Pacific Aurora and the M/V Babe which had
in increase in interest expense of $78,142 offset by a decrease in loan service
fees of $4,008.





Net
Loss:  Net loss was $267,555 and $333,021 for the three months
ended June 30, 2009 and 2008, respectively. The decrease in net loss of $65,466
attributed to the decrease in operating expenses offset by the increase in
professional fees.





Six
Months Ended June 30, 2009 and 2008:





Revenue:   Revenue
was $0 for the six months ended June 30, 2009 compared to $12,000 earned in the
six months ended June, 2008.   In the six months ended June 30,
2009, the company had no revenue.   The reduction in revenue was
due to the discontinuation of the bareboat charter.





Payroll and Related
Expenses:  Payroll and related expenses were $270,738 for the
six months ended June 30, 2009 compared to $270,991 for the six months ended
June 30, 2008.  The decrease of $243,253 was due to the majority of
the officers waiving their payroll as of March 1, 2008 and will continue to do
so until the Company has sustainable revenues.





Professional Fees:  Professional fees were $107,180 for the six months ended June
30, 2009 compared to $99,072 for the six months ended June 30,
2008.  The net increase of $8,108 is primarily due to the increase in
legal fees incurred with respect to the Greystone legal
proceedings.





General and Administrative
Expenses:  General and administrative expenses were $19,932 and
$41,752 for the six months ended June 30, 2009 and 2008,
respectively.  General and administrative expenses decreased by
$21,820 in the six months ended June 30, 2009 as compared to the six months
ended June 30, 2008. This decrease is mainly due to a decrease in insurance of
$2,245, a decrease in office related expenses of $3,407, a decrease in travel
expenses of $3,267 and a decrease in bad debt expense of $12,000.





Selling
Expenses:   Selling expenses were $0 and $2,566 for the
six months ended June 30, 2009 and 2008 respectively.





Operating
Expenses:  Operating expenses were $84,368 for the six months
ended June 30, 2009 compared to $152,834 for the six months ended June 30,
2008.   Operating expenses decreased by $68,466 during the six
months ended June 30, 2009.    The net decrease in operating
expenses is primarily due to an increase in dockage of $26,297,  a
decrease in crew expenses of $38,763, a decrease in processing fees of $2,427,
an increase in vessel insurance of $5,536, a decrease in inspection fees of
$7,987, a decrease in vessel supplies of $39,438 and a decrease in other
operating expenses of $11,504.




11




Other
Expenses:  Other Expenses was $267,350 for the six months ended
June 30, 2009 compared to $138,835 for the six months ended June 30,
2008.   For the six months ended June 30, 2009, we had an
increase in expenses of $128,515. This increase was primarily due to the
continued financing costs of the M/V Pacific Aurora and the M/V Babe which
included an increase in interest expenses of $136,210 offset by a decrease in
loan service fees of $12,666.





Net
Loss:  Net loss was $506,568 and $650,058 for the six months
ended June 30, 2009 and 2008, respectively. The decrease in net loss of $143,490
attributed to the decrease in operating expenses offset by the increase in
professional fees.





Liquidity
and Capital Resources





On July
2, 2009, the Supreme Court of the British Columbia in Bankrupcty declared Marine
Growth Canada, Ltd bankrupt under the laws of British
Columbia.   The court appointed a Trustee to manage the affairs
and property of Marine Growth Canada, Ltd.





While the
future of MGC and its assets is uncertain, the Company believes that the assets
of Marine Growth Canada, Ltd including the Ship and its contents, will be sold
by the Trustee and the proceeds from such sale will be used to pay amounts owing
to MGC’s creditors.





The
Company believes that it is not responsible for the debts of MGC and is not
liable to Greystone for the indebtedness that is the subject of the
Action.  However, the seizure and sale of the Ship, which is an asset
of MGC will prevent the Company from pursuing part of its current business
plan.





For the
six months ended June 30, 2009, we had a negative cash flow from operations of
$123,775 compared to a negative cash flow of $477,595 as of June 30, 2008, a
decrease in the negative cash flow of $353,820.  Since inception, we
have been dependent upon proceeds of loans from our stockholders and receipt of
capital investment to fund our continuing activities.





The
balance at June 30, 2009 on Revolving Note “A” issued on January 5, 2006 was
$123,381 ($59,500 in principal and $62,881 in accrued interest).





On
February 9, 2009, the Company received a notice of default from Greystone
Business Credit II.   Greystone has since petitioned
the Supreme Court of the British Columbia in Bankruptcy for relief under
the bankruptcy laws of British Columbia.    On July 2, 2009,
the court granted the application and placed Marine Growth Canada, Ltd in
bankruptcy and appointed a trustee.





The
company also have a note with Greystone with respect to the vessel, the
Babe.  As of June 30, 2009, the balance on the loan from Greystone was
$2,549,369 ($2,378,536 in principal and $170,833 in interest.) On February 9,
2009, the Company received a notice of default from Greystone Business Credit
II.   This loan continues to be in default.





The
Company borrowed an additional $128,000 on the Revolving Note “B” issued on
August 1, 2007, during the six months ended June, 2009.   At June
30, 2009 the balance on this note was $874,395 ($776,613 in principal and
$97,782 in accrued interest).  Subsequent to June 30, 2009, the
Company borrowed an additional $500.





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.   Accordingly, we will need to seek funding in the
near future.   In view of the forgoing, there are no assurances
that we can or will continue as a going concern.




12





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 June 30, 2009 and December 31, 2008 as well as our related consolidated
statements of operations, and cash flows for the year ended June 30, 2009, 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.





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 June 30, 2009 and December 31, 2008 as well as our related consolidated
statements of operations, and cash flows for the year ended June 30, 2009, 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.





Impairment





The
long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable.  It is reasonably possible that these
assets could become impaired as a result of technology or other industry
changes.  Determination of recoverability of assets to be held and
used is performed by comparing the carrying amount of an asset to future net
undiscounted cash flows to be generated by the assets.  If such assets
are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of assets exceed the fair value of the
assets.  Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.





Revenue
Recognition





The
Company recognizes ship management and 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 collectibility 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 fees become 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.   The Company recognizes charter revenue on the first of
the month when the fee is billed.





ITEM 3 – QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK- None




13


ITEM
4 – CONTROLS AND PROCEDURES





As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of June 30, 2009 to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is: (1) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure; and (2)
recorded, processed, summarized and reported, within the time periods specified
in the Commission's rules and forms.




Changes in internal control over
financial reporting.





There
were no changes in our internal control over financial reporting that occurred
during the last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting











14







PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings





During
the fourth quarter of 2008, a case was filed by Euro Oceans,
Co.  against Marine Growth Ventures, Inc., Marine Growth Canada, LTD,
Sophlex Ship Management, Inc and Ship Timeshare Management, Inc. for breach of
contract.    This case is currently pending.





During
the first quarter of 2009, a case was filed by Greystone Business Credit II, LLC
against Marine Growth Canada, Ltd., Marine Growth Finance & Charter, Inc.,
Marine Growth Ventures, Inc., Fractional Marine, Inc., and all other interested
in the ship “Pacific Aurora” in the Federal Court in Vancouver, BC Canada for
admiralty action seeking to foreclose its lien and take ownership and possession
of the ship.  This case is currently pending.





During
the second quarter of 2009, Greystone Business Credit II, filed an application
for bankruptcy order against Marine Growth Canada, Ltd in the Supreme Court of
British Columbia in Bankruptcy and insolvency.  On July 2, 2009, the
Bankruptcy Court of British Columbia placed Marine Growth Canada, Ltd in
bankruptcy and appointed KPMG, LLP trustee of the estate, case number
B0911301.  This case is currently pending.





Item
2.  Unregistered Sales of Equity Securities and Use of Proceeds -
None





Item
3.  Defaults Upon Senior Securities - None





Item
4.  Submission of Matters to a Vote of Security Holders -
None





Item
5.  Other Information





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 1 had a maturity date of June
30, 2006. As a result of twelve amendments to Note 1, the principal amount of
Note 1 was increased to $800,000 and the maturity date of Note 1 was extended to
December 31, 2009. Note 1 has an interest rate of 10% and as June 30, 2009 the
principal balance $59,500.





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 2 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 seven amendments to Note B, the principal amount
of Note B was increased to $750,000 and the maturity date was extended to
December 31, 2009.  The principal balance on Note B was $776,613 as of
June 30, 2009.  Subsequent to June 30, 2009, the Company borrowed an
additional $500.





Item
6.  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).





15




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)





16


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
              Eight
      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 April 17,
2007)






17






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
      (filed
herewith)
  18


10.37
                  Twelfth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello, dated April 24, 2009 (filed
      herewith)10.38
                  Amendment
      to Bylaws of Marine Growth Ventures, Inc.  (incorporated by
      reference to Exhibit 3.1 to Form 8-k field on June 1,
  2009)31.1
                  Certification
      of CEO Pursuant to 13a-14(a) under the Exchange Act31.2
                  Certification
      of the CFO Pursuant to 13a-14(a) under the Exchange Act32.1
                  Certification
      of the CEO pursuant to 18 U.S.C Section 1350





19





SIGNATURES








Pursuant
to the requirements 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:
      July 31, 2009
              By:
              /s/ Craig
      HodgkinsCraig
      HodgkinsPresident
      and Director
                (Principal
      Executive Officer)
 Dated:  July 31,
      2009
              By:
              /s/ Katherine
      OstruszkaKatherine
      OstruszkaChief
      Financial Officer and Controller
                (Principal
      Financial Officer)