----

----

| 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      jurisdictionof incorporation or      organization)  | (IRS      Employer Identification      No.) |

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

----

----

| PART      1                      | FINANCIAL      STATEMENTS                                                                                                            | 3      |
|--------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                       |                                                                                                                                           |   |
| Item      1.                     | Financial      Statements                                                                                                            | 3      |
|                                       |                                                                                                                                           |   |
|                                       | Condensed      Consolidated Balance Sheet as of June 30, 2008 (Unaudited)and      December 31, 2007 (Audited)                                  | 3      |
|                                       |                                                                                                                                           |   |
|                                       | Condensed      Consolidated Statements of Operations for the Three  and      SixMonths      Ended June 30, 2008 and 2007 (Unaudited) | 4      |
|                                       |                                                                                                                                           |   |
|                                       | Consolidated      Statements of Cash Flows for the Six Months EndedJune      30, 2008 and 2007 (Unaudited)                                     | 5      |
|                                       |                                                                                                                                           |   |
|                                       | Notes      to Condensed Consolidated Financial Statements as of June 30,      2008(Unaudited)                                                  | 6      |
|                                       |                                                                                                                                           |   |
| Item 2.                                    | Management’s      Discussion and Analysis of Financial Condition and      Results of Operations                                     | 10     |
|                                       |                                                                                                                                           |   |
| Item    3.                            | Quantitative and      Qualitative Disclosures About Market Risk                                                                           | 13     |
|                                       |                                                                                                                                           |   |
| Item      4.                     | Controls and      Procedures                                                                                                              | 13     |
|                                       |                                                                                                                                           |   |
| PART      II                     | OTHER      INFORMATION                                                                                                                    | 14     |
|                                       |                                                                                                                                           |   |
| Item      1.      | Legal      Proceedings                                                                                                                    | 14     |
|                                       |                                                                                                                                           |   |
| Item      2.           | Unregistered Sales      of Equity Securities and Use of Proceeds                                                                               | 14     |
|                                       |                                                                                                                                           |   |
| Item    3.                            | Defaults Upon Senior      Securities                                                                                                      | 14     |
|                                       |                                                                                                                                           |   |
| Item    4.                            | Submission of      Matters to a Vote of Security Holders                                                                                  | 14     |
|                                       |                                                                                                                                           |   |
| Item      5.                     | Other      Information                                                                                                                    | 14     |
|                                       |                                                                                                                                           |   |
| Item    6.                            | Exhibits                                                                                                                                  | 14     |
|                                       |                                                                                                                                           |   |
| SIGNATURES                            |                                                                                                                                           | 19     |
|                                       |                                                                                                                                           |   |
| CERTIFICATIONS              |                                                                                                                                           |
|                                       |                                                                                                                                           |   |
|                                       | Certification of CEO      Pursuant to 13a-14(a) under the Exchange Act                                                                         |   |
|                                       |                                                                                                                                           |   |
|                                       | Certification of CFO      Pursuant to 13a-14(a) under the Exchange Act                                                                         |   |
|                                       |                                                                                                                                           |   |
|                                       | Certification of the      CEO Pursuant to 18 U.S.C. Section 1350                                                                          |   |
|                                       |                                                                                                                                           |   |
|                                       | Certification of the      CFO Pursuant to 18 U.S.C. Section 1350                                                                          |   |

----

| Marine      Growth Ventures, Inc and Subsidiaries                                                         |   |
|-----------------------------------------------------------------------------------------------------------|--------|
| Consolidated      Balance Sheet                                                                           |   |
|                                                                                                      |   |   |   |   |   |
| ASSETS                                                                                                    |   |
|                                                                                                      |   | June      30, 2008(Unaudited) |   |   | December 31,      2007 (Audited) |   |
| CURRENT      ASSETS                                                                                       |   |   |   |   |   |   |
| Cash                                                                                                      |   | $ | 2,715 |   |   | $ | - |   |
| Accounts      Receivable                                                                                  |   |   | - |   |   |   | 6,000 |   |
| Other      Receivables                                                                                    |   |   | - |   |   |   | 501 |   |
| Prepaid      Expenses                                                                                     |   |   | 41 |   |   |   | 719 |   |
| Other      Receivables, Net of Allowance                                                                  |   |   | - |   |   |   | 180,000 |   |
| Total      Current Assets                                                                                 |   |   | 2,756 |   |   |   | 187,220 |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| FIXED      ASSETS, NET                                                                                    |   |   | 1,503,480 |   |   |   | 1,504,301 |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| PREPAID      FINANCING COSTS                                                                              |   |   | 11,956 |   |   |   | 20,781 |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| OTHER      ASSETS                                                                                         |   |   |   |   |   |   |   |   |
| Accounting      Retainer                                                                                  |   |   | - |   |   |   | 5,000 |   |
| Other      Deposits                                                                                       |   |   | 2,181 |   |   |   | 2,181 |   |
| Loan      Reserve                                                                                         |   |   | - |   |   |   | 67,916 |   |
| Total      Other Assets                                                                                   |   |   | 2,181 |   |   |   | 75,097 |   |
| TOTAL      ASSETS                                                                                         |   | $ | 1,520,373 |   |   | $ | 1,787,399 |   |
| LIABILITIES      AND STOCKHOLDER'S EQUITY                                                                 |   |
| CURRENT      LIABILITIES                                                                                  |   |   |   |   |   |   |   |   |
| Accrued      Payroll                                                                                      |   | $ | 375,969 |   |   | $ | 581,414 |   |
| Accounts      Payable                                                                                     |   |   | 349,090 |   |   |   | 376,290 |   |
| Cash      Overdraft                                                                                       |   |   | - |   |   |   | 17,343 |   |
| Accrued      Interest Payable                                                                             |   |   | 138,471 |   |   |   | 135,905 |   |
| Accrued      Expenses                                                                                     |   |   | 411,568 |   |   |   | 261,226 |   |
| Deferred      Expenses                                                                                    |   |   | - |   |   |   | 19,166 |   |
| Other      Payables                                                                                       |   |   | - |   |   |   | 180,000 |   |
| Note      Payable – Greystone                                                                       |   |   | 369,982 |   |   |   | 270,833 |   |
| Note      Payable – Stockholder                                                                     |   |   | 273,050 |   |   |   | 769,050 |   |
| Note      Payable – Other                                                                      |   |   | 665,850 |   |   |   | 275,500 |   |
| Total      Current Liabilities                                                                            |   |   | 2,283,980 |   |   |   | 2,886,727 |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| LONG      TERM LIABILITIES                                                                                |   |   |   |   |   |   |   |   |
| Greystone      Note Payable                                                                               |   |   | 1,603,256 |   |   |   | 1,168,150 |   |
| Total      Long Term Liabilities                                                                          |   |   | 1,603,256 |   |   |   | 1,168,150 |   |
|                                                                                                      |   |   |   |   |   |   |   |   |
| TOTAL      LIABILITIES                                                                                    |   |   | 4,187,236 |   |   |   | 4,054,877 |   |
| STOCKHOLDERS'      DEFICIENCY                                                                             |   |
| Preferred      Stock, $0.001 par value, 5,000,000shares authorized,      none issued or outstanding       |   |   |   |   |   |   |   |   |
| Common      Stock, $0.001 par value, 100,000,000shares authorized,      21,839,500 issued and outstanding |   |   | 21,840 |   |   |   | 21,740 |   |
| Additional      Paid-In Capital                                                                           |   |   | 633,473 |   |   |   | 555,699 |   |
| Accumulated      Deficit                                                                                  |   |   | (3,290,250 | ) |   |   | (2,811,864 | ) |
| Accumulated      Other Comprehensive Income (Loss)                                                        |   |   | (31,926 | ) |   |   | (33,053 | ) |
| Total      Stockholders' Deficiency                                                                       |   |   | (2,666,863 | ) |   |   | (2,267,478 | ) |
| TOTAL      LIABILITIES & STOCKHOLDERS' DEFICIENCY                                                     |   | $ | 1,520,373 |   |   | $ | 1,787,399 |   |

----

| Marine      Growth Ventures, Inc and Subsidiaries                                 |   |
|-----------------------------------------------------------------------------------|--------|
| Consoldiated      Statement of Operations                                         |   |
| (Unaudited)                                                                       |   |
|                                                                              |   |
|                                                                              |   | Three      Months Ended |   |   | Six      Months Ended |   |
|                                                                              |   | June      30, |   |   | June      30, |   |
|                                                                              |   | 2008 |   |   | 2007 |   |   | 2008 |   |   | 2007 |   |
| REVENUE                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |
| Ship      Management Fees and Consulting Income                                   |   | $ | - |   |   | $ | 42,410 |   |   | $ | 12,000 |   |   | $ | 76,308 |   |
| Cost      of Sales                                                                |   |   | 64,062 |   |   |   | - |   |   |   | 128,125 |   |   |   | - |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| GROSS      PROFIT (LOSS)                                                          |   |   | (64,062 | ) |   |   | 42,410 |   |   |   | (116,125 | ) |   |   | 76,308 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| EXPENSES                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Payroll      and Related  Expenses                                      |   |   | 22,864 |   |   |   | 88,215 |   |   |   | 99,324 |   |   |   | 176,767 |   |
| Professional      Fees                                                            |   |   | 49,360 |   |   |   | 26,039 |   |   |   | 99,072 |   |   |   | 82,273 |   |
| General      and Administrative Expenses                                          |   |   | 27,262 |   |   |   | 28,206 |   |   |   | 41,752 |   |   |   | 42,992 |   |
| Selling      Expenses                                                             |   |   | 1,206 |   |   |   | 819 |   |   |   | 2,566 |   |   |   | 819 |   |
| Operating      Expenses                                                           |   |   | 105,449 |   |   |   | 104,855 |   |   |   | 152,834 |   |   |   | 122,943 |   |
|      Total      Expenses                                 |   |   | 206,141 |   |   |   | 248,134 |   |   |   | 395,548 |   |   |   | 425,794 |   |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS      FROM OPERATIONS                                                         |   |   | (270,203 | ) |   |   | (205,724 | ) |   |   | (511,673 | ) |   |   | (349,486 | ) |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER      INCOME (EXPENSE)                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest                                                                          |   |   | (56,920 | ) |   |   | (53,723 | ) |   |   | (119,305 | ) |   |   | (60,078 | ) |
| Loan      Service Fee                                                             |   |   | (4,007 | ) |   |   | - |   |   |   | (12,666 | ) |   |   | - |   |
| Sales      Tax                                                                    |   |   | - |   |   |   | (1,782 | ) |   |   | (178 | ) |   |   | (82,782 | ) |
| Other                                                                             |   |   | 169,776 |   |   |   | (10,377 | ) |   |   | 165,431 |   |   |   | (12,234 | ) |
|      Total      Other Expense                            |   |   | 108,849 |   |   |   | (65,882 | ) |   |   | 33,282 |   |   |   | (155,094 | ) |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET      LOSS                                                                     |   | $ | (      161,354 | ) |   | $ | (271,606 | ) |   | $ | (478,391 | ) |   | $ | (504,580 | ) |
|                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| 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 |   |   |   | 21,739,500 |   |   |   | 21,839,500 |   |   |   | 21,739,500 |   |

----

| Marine      Growth Ventures, Inc and Subsidiaries     |   |
|-------------------------------------------------------|--------|
| Consolidated      Statement of Cash Flows             |   |
| (Unaudited)                                           |   |
|                                                  |   |
|                                                  |   | Six      Months Ended |   |
|                                                  |   | June      30, |   |
|                                                  |   | 2008 |   |   | 2007 |   |
| CASH      FLOWS FROM OPERATING ACTIVITIES:            |   |   |   |   |   |   |
| Net      loss                                         |   | $ | (478,391 | ) |   | $ | (504,581 | ) |
| Adjustments      to reconcile net loss to net cash    |   |   |   |   |   |   |   |   |
| used      in operating activities                     |   |   |   |   |   |   |   |   |
| Depreciation      & Amortization                  |   |   | 9,646 |   |   |   | 4,340 |   |
| Donated      Rent & Services                      |   |   | 7,874 |   |   |   | 1,874 |   |
| Debt      Forgiveness                                 |   |   | (171,667 | ) |   |   | - |   |
| Changes      in Operation Assets & Liabilities:   |   |   |   |   |   |   |   |   |
| Accounts      Receivable                              |   |   | 6,000 |   |   |   | - |   |
| Other      Receivables                                |   |   | 501 |   |   |   | - |   |
| Prepaid      Expense                                  |   |   | 5,000 |   |   |   | (286 | ) |
| Prepaid      Insurance                                |   |   | 678 |   |   |   | 732 |   |
| Cash      Overdraft                                   |   |   | (17,343 | ) |   |   | - |   |
| Accrued      Payroll                                  |   |   | 36,222 |   |   |   | 111,475 |   |
| Accounts      Payable                                 |   |   | (27,200 | ) |   |   | 23,271 |   |
| Other      Accounts Payable                           |   |   | - |   |   |   | 236 |   |
| Accrued      Interest Payable                         |   |   | 2,566 |   |   |   | 44,456 |   |
| Accrued      Expenses                                 |   |   | 150,342 |   |   |   | 35,773 |   |
| Deferred      Expenses                                |   |   | (19,166 | ) |   |   | 19,166 |   |
| Deferred      Rent                                    |   |   | - |   |   |   | (331 | ) |
| Net      Cash Used by Operating Activities            |   |   | (494,938 | ) |   |   | (263,875 | ) |
|                                                  |   |   |   |   |   |   |   |   |
| CASH      FLOWS FROM INVESTING ACTIVITIES             |   |   |   |   |   |   |   |   |
| Legal      Fees on Ship Purchase                      |   |   | - |   |   |   | (69,891 | ) |
| Net      Cash Provided by Investing Activities        |   |   | - |   |   |   | (69,891 | ) |
|                                                  |   |   |   |   |   |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES             |   |   |   |   |   |   |   |   |
| Loan      Costs                                       |   |   | - |   |   |   | (13,000 | ) |
| Payment      on Note Payable – Greystone        |   |   | 106,171 |   |   |   | - |   |
| Proceeds      From Note Payable-Stockholder (net)     |   |   | - |   |   |   | 396,000 |   |
| Proceeds      From Note Payable – Related Party |   |   | 390,350 |   |   |   | - |   |
| Net      Cash Provided by Financing Activities        |   |   | 496,521 |   |   |   | 383,000 |   |
|                                                  |   |   |   |   |   |   |   |   |
| Currency      Conversion Gain/Loss                    |   |   | 1,127 |   |   |   | (31,236 | ) |
|                                                  |   |   |   |   |   |   |   |   |
| NET      INCREASE (DECREASE) IN CASH:                 |   |   | 2,715 |   |   |   | 17,999 |   |
|                                                  |   |   |   |   |   |   |   |   |
| BEGINNING      CASH                                   |   |   | - |   |   |   | 3,947 |   |
|                                                  |   |   |   |   |   |   |   |   |
| ENDING      CASH                                      |   | $ | 2,715 |   |   | $ | 21,946 |   |
|                                                  |   |   |   |   |   |   |   |   |

| SUPPLEMENTAL      DISCLOSURES OF CASH ITEMS                                                   |   |   |     |   |   |   |
|-----------------------------------------------------------------------------------------------|--------|--------|----------|--------|--------|--------|
| Interest      Paid                                                                            |   | $      | 23,870   |   |   | $      | - |   |
| Income      Taxes Paid                                                                        |   |   | -        |   |   |   | - |   |
| SUPPLEMENTAL      DISCLOSURES OF NON-CASH  INVESTING & FINANCING      ACTIVITES |   |   |     |   |   |   |   |   |
| Line      of Credit - Greystone                                                               |   | $      | 496,000  |   |   | $      | - |   |
| Payment      on Note Payable – Stockholder                                              |   |   | (496,000 | )      |   |   |   |   |
| Purchase      of Fixed Assets                                                                 |   |   | -        |   |   | $      | 1,350,000 |   |
| Loan      Costs                                                                               |   |   | -        |   |   |   | (20,250 | ) |
| Loan      Reserve                                                                             |   |   | -        |   |   |   | (67,916 | ) |
| Reserve      Legal Fees                                                                       |   |   | -        |   |   |   | (61,834 | ) |
| Note      Payable – Ship Purchase                                                       |   |   | -        |   |   |   | 1,500,000 |   |
| Debt      forgiveness of payroll                                                              |   |   | 171,667  |   |   |   |   |   |
| APIC                                                                                          |   |   | (69,900  | )      |   |   |   |   |
| Common      Stock                                                                             |   |   | (100     | )      |   |   |   |   |
| Accrued      payroll                                                                          |   |   | 241,667  |   |   |   |   |   |

----

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

----

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

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

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

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

----

| Office      Furniture                |   | $      | 1,286        |    |
|------------------------------------------------|--------|--------|--------------|---------|
| Computer      Equipment                   |   |   | 1,827        |    |
| Ship                                      |   |   | 1,481,725    |    |
| Ship      Furnishings                     |   |   | 20,364       |    |
| Less: Accumulated      Depreciation       |   |   |  (1,721 | )  |
|  Fixed      Assets, net    |   | $      | 1,503,480    |    |

----

----

----

----

----

----

| 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)                                                                                                                                |

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| 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)                                                                                                                               |

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| 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:   August      14, 2008 | By:                               | /s/ Craig      Hodgkins                                         |   |
|                                         |                              | Craig      Hodgkins                                                  |   |
|                                         |                              | President      and Director (Principal      Executive Officer)  |   |
|                                         |                              |                                                                 |   |

|                                                     |   |                                                                           |   |
|----------------------------------------------------------|--------|--------------------------------------------------------------------------------|--------|
| Dated:   August      14, 2008   | By:    | /s/ Katherine      Ostruszka                                              |   |
|                                                     |   | Katherine      Ostruszka                                                       |   |
|                                                     |   | Chief      Financial Officer and Controller (Principal      Financial Officer) |   |
|                                                     |   |                                                                           |   |