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

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

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

| an accelerated filer      o | a non accelerated      filer o | or a smaller      reporting company x |
|-----------------------------|--------------------------------|---------------------------------------|

----

| PART I         | FINANCIAL      STATEMENTS                                                                                                             | 3      |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------|--------|
|           |                                                                                                                                  |   |
| Item 1.        | Financial      Statements                                                                                                             | 3      |
|           |                                                                                                                                  |   |
|           | Condensed      Consolidated Balance Sheet as of September 30, 2008 (Unaudited) and      December 31, 2007 (Audited)                   | 3      |
|           |                                                                                                                                  |   |
|           | Condensed      Consolidated Statements of Operations for the Three and Nine Months      Ended September 30, 2008 and 2007 (Unaudited) | 4      |
|           |                                                                                                                                  |   |
|           | Consolidated      Statements of Cash Flows for the Nine Months Ended September      30, 2008 and 2007 (Unaudited)                     | 5      |
|           |                                                                                                                                  |   |
|           | Notes to Condensed      Consolidated Financial Statements as of September 30, 2008 (Unaudited)                                        | 7      |
|           |                                                                                                                                  |   |
| Item 2.        | Management’s      Discussion and Analysis of Financial Condition and      Results of Operations                                 | 10     |
|           |                                                                                                                                  |   |
| Item 3.        | Quantitative and      Qualitative Disclosures About Market Risk                                                                       | 14     |
|           |                                                                                                                                  |   |
| Item 4.        | Controls and      Procedures                                                                                                          | 14     |
|           |                                                                                                                                  |   |
| PART II        | OTHER      INFORMATION                                                                                                                | 15     |
|           |                                                                                                                                  |   |
| Item 1.        | Legal      Proceedings                                                                                                                | 15     |
|           |                                                                                                                                  |   |
| Item 2.        | Unregistered Sales      of Equity Securities and Use of Proceeds                                                                      | 15     |
|           |                                                                                                                                  |   |
| Item 3.        | Defaults Upon Senior      Securities                                                                                                  | 15     |
|           |                                                                                                                                  |   |
| Item 4.        | Submission of      Matters to a Vote of Security Holders                                                                              | 15     |
|           |                                                                                                                                  |   |
| Item 5.        | Other      Information                                                                                                                | 15     |
|           |                                                                                                                                  |   |
| Item 6.        | Exhibits                                                                                                                              | 15     |
|           |                                                                                                                                  |   |
| SIGNATURES     | 20                                                                                                                                    |
|           |                                                                                                                                  |   |
| 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                                                                      |   |

----

|                                                      |   | September      30, 2008(Unaudited) |       |   | December 31,      2007(Audited) |   |
|-----------------------------------------------------------|--------|------------------------------------|------------|--------|--------------------------------------|--------|
| ASSETS                                                    |
| CURRENT      ASSETS                                       |   |                               |       |   |                                 |   |
| Cash                                                      |   | $                                  | 3,878      |   |                                 | $      | - |   |
| Accounts      Receivable                                  |   |                               | -          |   |                                 |   | 6,000 |   |
| Other      Receivables                                    |   |                               | -          |   |                                 |   | 501 |   |
| Prepaid      Expenses                                     |   |                               | 1,072      |   |                                 |   | 719 |   |
| Vessel      Held for Sale                                 |   |                               | 2,289,926  |   |                                 |   | - |   |
| Other      Receivables, Net of Allowance                  |   |                               | -          |   |                                 |   | 180,000 |   |
| Total      Current Assets                                 |   |                               | 2,294,876  |   |                                 |   | 187,220 |   |
|                                                      |   |                               |       |   |                                 |   |   |   |
| FIXED      ASSETS, NET                                    |   |                               | 1,502,592  |   |                                 |   | 1,504,301 |   |
|                                                      |   |                               |       |   |                                 |   |   |   |
| PREPAID      FINANCING COSTS                              |   |                               | 4,156      |   |                                 |   | 20,781 |   |
|                                                      |   |                               |       |   |                                 |   |   |   |
| OTHER      ASSETS                                         |   |                               |       |   |                                 |   |   |   |
| Accounting      Retainer                                  |   |                               | -          |   |                                 |   | 5,000 |   |
| Legal      Retainer                                       |   |                               | 7,500      |   |                                 |   | - |   |
| Other      Deposits                                       |   |                               | 2,181      |   |                                 |   | 2,181 |   |
| Loan      Reserve                                         |   |                               | -          |   |                                 |   | 67,916 |   |
| Total      Other Assets                                   |   |                               | 9,681      |   |                                 |   | 75,097 |   |
| TOTAL      ASSETS                                         |   | $                                  | 3,811,305  |   |                                 | $      | 1,787,399 |   |
| LIABILITIES      AND STOCKHOLDER'S EQUITY                 |   |
| CURRENT      LIABILITIES                                  |   |                               |       |   |                                 |   |   |   |
| Accrued      Payroll                                      |   | $                                  | 405,840    |   |                                 | $      | 581,414 |   |
| Accounts      Payable                                     |   |                               | 347,339    |   |                                 |   | 376,290 |   |
| Cash      Overdraft                                       |   |                               | -          |   |                                 |   | 17,343 |   |
| Accrued      Interest Payable                             |   |                               | 136,734    |   |                                 |   | 135,905 |   |
| Accrued      Expenses                                     |   |                               | 233,178    |   |                                 |   | 261,226 |   |
| Deferred      Expenses                                    |   |                               | -          |   |                                 |   | 19,166 |   |
| Other      Payables                                       |   |                               | 195,190    |   |                                 |   | 180,000 |   |
| Note      Payable – Greystone                       |   |                               | 1,213,873  |   |                                 |   | 270,833 |   |
| Note      Payable – Stockholder                     |   |                               | 132,235    |   |                                 |   | 769,050 |   |
| Note      Payable – Other                      |   |                               | 573,950    |   |                                 |   | 275,500 |   |
| Total      Current Liabilities                            |   |                               | 3,238,339  |   |                                 |   | 2,886,727 |   |
|                                                      |   |                               |       |   |                                 |   |   |   |
| LONG      TERM LIABILITIES                                |   |                               |       |   |                                 |   |   |   |
| Greystone      Note Payable                               |   |                               | 3,703,353  |   |                                 |   | 1,168,150 |   |
| Total      Long Term Liabilities                          |   |                               | 3,703,535  |   |                                 |   | 1,168,150 |   |
|                                                      |   |                               |       |   |                                 |   |   |   |
| TOTAL      LIABILITIES                                    |   |                               | 6,941,692  |   |                                 |   | 4,054,877 |   |
| 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     |   |                                 |   | 21,740 |   |
| Additional      Paid-In Capital                           |   |                               | 638,911    |   |                                 |   | 555,699 |   |
| Accumulated      Deficit                                  |   |                               | (3,756,429 | )      |                                 |   | (2,811,864 | ) |
| Accumulated      Other Comprehensive Income (Loss)        |   |                               | (34,708    | )      |                                 |   | (33,053 | ) |
| Total      Stockholders' Deficiency                       |   |                               | (3,130,387 | )      |                                 |   | (2,267,478 | ) |
| TOTAL      LIABILITIES & STOCKHOLDERS'                |   |                               |       |   |                                 |   |   |   |
| DEFICIENCY                                                |   | $                                  | 3,811,305  |   |                                 | $      | 1,787,399 |   |

----

|                                                       |   | Three      Months Ended |           |   | Nine      Months Ended |   |
|------------------------------------------------------------|--------|-------------------------|----------------|--------|------------------------|--------|
|                                                       |   | September      30,      |           |   | September      30,     |   |
|                                                       |   | 2008                    |           |   | 2007                   |   |   | 2008 |   |   | 2007 |   |
| REVENUE                                                    |   |                    |           |   |                   |   |   |   |   |   |   |   |
| Ship  Management      Fees and Consulting Income |   | $                       | -              |   |                   | $      | 6,000 |   |   | $ | 12,000 |   |   | $ | 82,308 |   |
| Cost      of Sales                                         |   |                    | -              |   |                   |   | - |   |   |   | (128,125 | ) |   |   | - |   |
|                                                       |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| GROSS      PROFIT (LOSS)                                   |   |                    | -              |   |                   |   | 6,000 |   |   |   | (116,125 | ) |   |   | 82,308 |   |
|                                                       |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| EXPENSES                                                   |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| Payroll      and Related  Expenses               |   |                    | 40,757         |   |                   |   | 89,610 |   |   |   | (31,586 | ) |   |   | 266,377 |   |
| Professional      Fees                                     |   |                    | 67,981         |   |                   |   | 82,962 |   |   |   | 167,053 |   |   |   | 165,235 |   |
| General      and Administrative Expenses                   |   |                    | 49,666         |   |                   |   | 27,841 |   |   |   | 91,418 |   |   |   | 71,017 |   |
| Selling      Expenses                                      |   |                    | 57,765         |   |                   |   | (54 | ) |   |   | 60,331 |   |   |   | 765 |   |
| Operating      Expenses                                    |   |                    | 76,744         |   |                   |   | 192,983 |   |   |   | 229,578 |   |   |   | 311,586 |   |
| Total      Expenses                                        |   |                    | 292,912        |   |                   |   | 393,342 |   |   |   | 516,794 |   |   |   | 814,980 |   |
|                                                       |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS      FROM OPERATIONS                                  |   |                    | (292,912       | )      |                   |   | (387,342 | ) |   |   | (632,919 | ) |   |   | (732,396 | ) |
|                                                       |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER      INCOME (EXPENSE)                                |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| Interest                                                   |   |                    | (123,573       | )      |                   |   | (58,961 | ) |   |   | (242,878 | ) |   |   | (119,039 | ) |
| Loan      Service Fee                                      |   |                    | (19,109        | )      |                   |   | (8,079 | ) |   |   | (31,775 | ) |   |   | (17,348 | ) |
| Sales      Tax                                             |   |                    | (813           | )      |                   |   | 81,769 |   |   |   | (991 | ) |   |   | (1,013 | ) |
| Other                                                      |   |                    | (29,772        | )      |                   |   | (5,530 | ) |   |   | (36,007 | ) |   |   | (12,651 | ) |
| Total      Other Expense                                   |   |                    | (173,267       | )      |                   |   | 9,199 |   |   |   | (311,651 | ) |   |   | (150,051 | ) |
|                                                       |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| NET      LOSS                                              |   | $                       | (      466,179 | )      |                   | $      | (378,143 | ) |   | $ | (944,570 | ) |   | $ | (882,723 | ) |
|                                                       |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| Basic      and diluted loss per common share               |   | $                       | (0.02          | )      |                   | $      | (0.02 | ) |   | $ | (0.02 | ) |   | $ | (0.04 | ) |
|                                                       |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted      average number of common                     |   |                    |           |   |                   |   |   |   |   |   |   |   |   |   |   |   |
| shares      outstanding - basic and diluted                |   |                    | 21,839,500     |   |                   |   | 21,739,500 |   |   |   | 21,839,500 |   |   |   | 21,739,500 |   |

----

|                                                  |   | Nine      Months Ended |     |
|-------------------------------------------------------|--------|------------------------|----------|
|                                                  |   | September      30,     |     |
|                                                  |   | 2008                   |     |   | 2007 |   |
| CASH      FLOWS FROM OPERATING ACTIVITIES:            |   |                   |     |   |   |   |
| Net      loss                                         |   | $                      | (944,570 | ) |   | $ | (882,723 | ) |
| Adjustments      to reconcile net loss to net cash    |   |                   |     |   |   |   |   |   |
| used      in operating activities                     |   |                   |     |   |   |   |   |   |
| Depreciation      & Amortization                  |   |                   | 16,917   |   |   |   | 8,588 |   |
| Donated      Rent & Services                      |   |                   | 13,313   |   |   |   | 2,812 |   |
| Payroll      Forgiveness                              |   |                   | (171,667 | ) |   |   | - |   |
| Reserve      Legal Fees                               |   |                   | -        |   |   |   | 61,834 |   |
| Changes      in Operation Assets & Liabilities:   |   |                   |     |   |   |   |   |   |
| Accounts      Receivable                              |   |                   | 6,000    |   |   |   | (6,000 | ) |
| Other      Receivables                                |   |                   | 501      |   |   |   | (85,244 | ) |
| Prepaid      Expense                                  |   |                   | (2,500   | ) |   |   | - |   |
| Prepaid      Insurance                                |   |                   | (354     | ) |   |   | (325 | ) |
| Cash      Overdraft                                   |   |                   | (17,343  | ) |   |   | - |   |
| Accrued      Payroll                                  |   |                   | 66,093   |   |   |   | 195,400 |   |
| Accounts      Payable                                 |   |                   | (28,947  | ) |   |   | 166,321 |   |
| Other      Accounts Payable                           |   |                   | 176,024  |   |   |   | (3,660 | ) |
| Accrued      Interest Payable                         |   |                   | 26,052   |   |   |   | 89,863 |   |
| Accrued      Expenses                                 |   |                   | (28,048  | ) |   |   | (12,698 | ) |
| Deferred      Expenses                                |   |                   | -        |   |   |   | 19,166 |   |
| Deferred      Rent                                    |   |                   | -        |   |   |   | - |   |
| Net      Cash Used by Operating Activities            |   |                   | (888,529 | ) |   |   | (446,809 | ) |
|                                                  |   |                   |     |   |   |   |   |   |
| CASH      FLOWS FROM INVESTING ACTIVITIES             |   |                   |     |   |   |   |   |   |
| Legal      Fees on Vessel Purchase                    |   |                   | -        |   |   |   | (13,000 | ) |
| Purchase      of Vessel Furnishing                    |   |                   |     |   |   |   | (131,725 | ) |
| Net      Cash Provided by Investing Activities        |   |                   | -        |   |   |   | (142,510 | ) |
|                                                  |   |                   |     |   |   |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES             |   |                   |     |   |   |   |   |   |
| Loan      Costs                                       |   |                   | -        |   |   |   | (13,000 | ) |
| Payment      on Note Payable – Greystone        |   |                   | 59,212   |   |   |   | (20,833 | ) |
| Proceeds      From Note Payable-Stockholder           |   |                   | 384,983  |   |   |   | 519,800 |   |
| Proceeds      From Note Payable – Related Party |   |                   | 448,450  |   |   |   | 150,000 |   |
| Net      Cash Provided by Financing Activities        |   |                   | 892,645  |   |   |   | 635,967 |   |
|                                                  |   |                   |     |   |   |   |   |   |
| Currency      Conversion Gain/Loss                    |   |                   | (238     | ) |   |   | (39,682 | ) |
|                                                  |   |                   |     |   |   |   |   |   |
| NET      INCREASE (DECREASE) IN CASH:                 |   |                   | 3,878    |   |   |   | 6,966 |   |
|                                                  |   |                   |     |   |   |   |   |   |
| BEGINNING      CASH                                   |   |                   | -        |   |   |   | 3,947 |   |
|                                                  |   |                   |     |   |   |   |   |   |
| ENDING      CASH                                      |   | $                      | 3,878    |   |   | $ | 10,913 |   |
|                                                  |   |                   |     |   |   |   |   |   |

----

| SUPPLEMENTAL      DISCLOSURES OF CASH ITEMS                                                   |   |   |       |   |   |   |
|-----------------------------------------------------------------------------------------------|--------|--------|------------|--------|--------|--------|
| Interest      Paid                                                                            |   | $      | 125,365    |   |   | $      | - |   |
| Income      Taxes Paid                                                                        |   |   | -          |   |   |   | - |   |
| SUPPLEMENTAL      DISCLOSURES OF NON-CASH  INVESTING & FINANCING      ACTIVITES |   |   |       |   |   |   |   |   |
| Greystone  (Pacific      Aurora Note)                                               |   | $      | 1,197,021  |   |   | $      | - |   |
| Payment      on Note Payable – Stockholder                                              |   |   | (1,047,021 | )      |   |   | - |   |
| Payments      on Note Payable – Related Party                                           |   |   | (150,000   | )      |   |   | - |   |
| Greystone      (Babe Note)                                                                    |   |   | 2,350,002  |   |   |   | - |   |
| Purchase      of Fixed Assets (Babe)                                                          |   |   | (2,289,926 | )      |   |   | - |   |
| Payables                                                                                      |   |   | (60,076    | )      |   |   | - |   |
| Purchase      of Fixed Assets (Pacific Aurora)                                                |   |   |       |   |   | $      | (1,350,000 | ) |
| Loan      Costs                                                                               |   |   | -          |   |   |   | (20,250 | ) |
| Loan      Reserve                                                                             |   |   | -          |   |   |   | (67,916 | ) |
| Reserve      Legal Fees                                                                       |   |   | -          |   |   |   | (61,834 | ) |
| Note      Payable – Vessel Purchase Pacific Aurora                                      |   |   | -          |   |   |   | 1,500,000 |   |
| Forgiveness      of payroll                                                                   |   |   | 171,667    |   |   |   | - |   |
| APIC                                                                                          |   |   | (69,900    | )      |   |   | - |   |
| Common      Stock                                                                             |   |   | (100       | )      |   |   | - |   |
| Accrued      payroll                                                                          |   |   | 241,667    |   |   |   | - |   |

----

|   | (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 September 30, 2008 and for the      nine months ended September 30, 2008 and 2007 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, 2007      appearing in Form 10K-SB filed on April 11, 2008. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

|   | Revolving      Note “A” issued on January 5, 2006                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | For the period ended      June 30, 2008  the company renegotiated the maturity date from      February 20, 2008 to December 15, 2008.  The balance at      September 30, 2008 was $206,662 ($132,235 in principal and $74,427 in      accrued interest). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | Revolving Note “B”      issued on August 1, 2007                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The Company      increased the availability on the revolving note to      $750,000.  The balance at September 30, 2008 was $620,827      ($573,950 in principal and $46,877 in accruedinterest). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|   | 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 September      30, 2008 and 2007.  On September 30, 2008, this debt was forgiven and      converted into additional paid incapital. |

----

|   | 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      $5,438 during the three months ending September 30, 2008.  These      services and a corresponding related party liability was      recorded.   On September 30, 2008, this debt was forgiven      and converted into additional paid in capital. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |

| Office      Furniture               |   | $      | 1,286     |   |
|-------------------------------------|--------|--------|-----------|--------|
| Computer      Equipment             |   |   | 1,827     |   |
| Vessel                              |   |   | 1,481,725 |   |
| Vessel      Furnishings             |   |   | 20,364    |   |
| Less: Accumulated      Depreciation |   |   | (1,818    | )      |
|                                |   |   |      |   |
| Fixed Assets,      net              |   | $      | 3,792,518 |   |

|  Year Ending December      31, |   | Amount |      |
|-------------------------------------|--------|--------|-----------|
|  2009                          |   | $      | 1,213.873 |   |
|  2010                          |   | $      | 1,213.873 |   |
|  2011                          |   | $      | 1,213.873 |   |
|  2012                          |   | $      | 972,140   |   |

----

----

----

----

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| 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)                                                                                                                            |

----

| 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. Section1350             |

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|                                | MARINE      GROWTH VENTURES, INC. |                                     |
|-------------------------------------|-----------------------------------|------------------------------------------|
|                                |                              |                                     |   |
| Dated:       November 12, 2008 | By:                               | /s/      Craig Hodgkins             |   |
|                                |                              | Craig      Hodgkins                      |   |
|                                |                              | President      and Director              |   |
|                                |                              | (Principal      Executive Officer)  |   |

|                                |   |                                        |   |
|-------------------------------------|--------|---------------------------------------------|--------|
| Dated:       November 12, 2008 | By:    | /s/ Katherine      Ostruszka      |   |
|                                |   | Katherine      Ostruszka                    |   |
|                                |   | Chief      Financial Officer and Controller |   |
|                                |   | (Principal      Financial Officer)          |   |