UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark One)





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




For
the quarterly period ended March 31, 2009





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





For the
transition period from ________________ to _______________





333-128077


(Commission
file number)





MARINE
GROWTH VENTURES, INC.


(Exact
name of small business issuer as specified in its charter)





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





405-A
Atlantis Road


Cape
Canaveral, Florida 32920


(Address
of principal executive offices)





(321)
783-1744


(Issuer's
telephone number)


N/A


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





Indicate
by a check mark whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yes x   No
 ̈





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





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of March 31, 2009 – 21,839,500 shares of
common stock





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


an accelerated filer ̈a non accelerated filer ̈or a smaller reporting companyx








MARINE
GROWTH VENTURES, INC.


FORM
10-Q


QUARTERLY
PERIOD ENDED SEPTEMBER 30, 2008


TABLE
OF CONTENTS





PART
      1
                          
                          FINANCIAL
      STATEMENTS
                          3Item
      1.
                          
                          Financial
      Statements
                          3Condensed
      Consolidated Balance Sheets as of March 31, 2009
    (Unaudited)and
      December 31, 2008 (Audited)
                          4Condensed
      Consolidated Statements of Operations for the ThreeMonths
      Ended March 31, 2009 and 2008 (Unaudited)
                          5Consolidated
      Statements of Cash Flows for the Three Months EndedMarch
      31, 2009 and 2008 (Unaudited)
                          6Notes
      to Condensed Consolidated Financial Statements as of March 31,
      2009(Unaudited)
                          7Item
      2.
                          
                          Management’s
      Discussion and Analysis of Financial Conditionand
      Results of Operations
                          10Item
      3.
                          
                          Quantitative
      and Qualitative Disclosures About Market Risk
                          13Item
      4.
                          
                          Controls
      and Procedures
                          13PART
      II
                          
                          OTHER
      INFORMATION
                          15Item
      1.
                          
                          Legal
      Proceedings
                          15Item
      2.
                          
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          15Item
      3.
                          
                          Defaults
      Upon Senior Securities
                          15Item
      4.
                          
                          Submission
      of Matters to a Vote of Security Holders
                          15Item
      5.
                          
                          Other
      Information
                          15Item
      6.
                          
                          Exhibits
                          15SIGNATURES
                          20CERTIFICATIONSCertification
      of CEO Pursuant to 13a-14(a) under the Exchange ActCertification
      of CFO Pursuant to 13a-14(a) under the Exchange ActCertification
      of the CEO Pursuant to 18 U.S.C. Section 1350Certification
      of the CFO Pursuant to 18 U.S.C. Section 1350


2




PART
I – FINANCIAL INFORMATION





ITEM
1 – FINANCIAL STATEMENTS




3





Marine
      Growth Ventures, Inc and SubsidiariesConsolidated
      Balance Sheets





March 31, 2009
                            (Unaudited)
                          
                          
                          December 31, 2008
                            (Audited)ASSETSCURRENT
      ASSETSCash
                          
                          $
                          3,862
                          
                          
                          $
                          7,897Prepaid
      Expenses
                          
                          
                          395
                          
                          
                          
                          734Vessel
      Held for Sale
                          
                          
                          2,923,670
                          
                          
                          
                          2,923,670Total
      Current Assets
                          
                          
                          2,927,927
                          
                          
                          
                          2,932,301FIXED
      ASSETS, NET
                          
                          
                          727
                          
                          
                          
                          818PREPAID
      FINANCING COSTS
                          
                          
                          -
                          
                          
                          
                          2,258OTHER
      ASSETSRetainers
                          
                          
                          13,470
                          
                          
                          
                          17,500Other
      Deposits
                          
                          
                          1,656
                          
                          
                          
                          1,656Total
      Other Assets
                          
                          
                          15,126
                          
                          
                          
                          19,156TOTAL
      ASSETS
                          
                          $
                          2,943,780
                          
                          
                          $
                          2,954,533LIABILITIES
      AND STOCKHOLDER'S DEFICIENCYCURRENT
      LIABILITIESAccrued
      Payroll
                          
                          $
                          432,381
                          
                          
                          $
                          434,235Accounts
      Payable
                          
                          
                          349,121
                          
                          
                          
                          539,986Cash
      Overdraft
                          
                          
                          -
                          
                          
                          
                          -Accrued
      Interest Payable
                          
                          
                          336,696
                          
                          
                          
                          209,943Accrued
      Expenses
                          
                          
                          480,605
                          
                          
                          
                          259,450Note
      Payable – Greystone
                          
                          
                          5,149,503
                          
                          
                          
                          5,149,503Note
      Payable – Stockholder
                          
                          
                          59,500
                          
                          
                          
                          59,500Note
      Payable – Other
                          
                          
                          715,363
                          
                          
                          
                          648,613Total
      Current Liabilities
                          
                          
                          7,523,169
                          
                          
                          
                          7,301,230STOCKHOLDERS'
      DEFICIENCYPreferred
      Stock, $0.001 par value, 5,000,000shares
      authorized, none issued or outstandingCommon
      Stock, $0.001 par value, 100,000,000shares
      authorized, 21,839,500 issued and outstanding
                          
                          
                          21,840
                          
                          
                          
                          21,840Additional
      Paid-In Capital
                          
                          
                          821,452
                          
                          
                          
                          816,015Accumulated
      Deficit
                          
                          
                          (5,388,842
                          )
                          
                          
                          (5,149,829
                          )Accumulated
      Other Comprehensive Income (Loss)
                          
                          
                          (33,839
                          )
                          
                          
                          (34,723
                          )Total
      Stockholders' Deficiency
                          
                          
                          (4,579,389
                          )
                          
                          
                          (4,346,697
                          )TOTAL
      LIABILITIES & STOCKHOLDERS'DEFICIENCY
                          
                          $
                          2,943,780
                          
                          
                          $
                          2,954,533





See
Accompanying Notes to Condensed Consolidated Financial
Statements


4





Marine
      Growth Ventures, Inc and SubsidiariesConsoldiated
      Statements of Operations(Unaudited)





Three
      Months EndedMarch 31,2009
                          
                          
                          2008REVENUEShip  Management
      Fees and Consulting Income
                          
                          $
                          -
                          
                          
                          $
                          12,000Cost
      of Sales
                          
                          
                          -
                          
                          
                          
                          64,063GROSS
      PROFIT (LOSS)
                          
                          
                          -
                          
                          
                          
                          (52,063
                          )EXPENSESPayroll
      and Related  Expenses
                          
                          
                          14,272
                          
                          
                          
                          76,460Professional
      Fees
                          
                          
                          36,557
                          
                          
                          
                          56,970General
      and Administrative Expenses
                          
                          
                          9,874
                          
                          
                          
                          14,490Selling
      Expenses
                          
                          
                          -
                          
                          
                          
                          1,360Operating
      Expenses
                          
                          
                          45,867
                          
                          
                          
                          42,020Total
      Expenses
                          
                          
                          106,570
                          
                          
                          
                          186,300LOSS
      FROM OPERATIONS
                          
                          
                          (106,570
                          )
                          
                          
                          (238,363
                          )OTHER
      INCOME (EXPENSE)Interest
                          
                          
                          (126,752
                          )
                          
                          
                          (62,385
                          )Loan
      Service Fee
                          
                          
                          -
                          
                          
                          
                          (8,659
                          )Financing
      Costs
                          
                          
                          -
                          
                          
                          
                          (5,542
                          )Other
                          
                          
                          (5,691
                          )
                          
                          
                          (4,345
                          )Total
      Other Expense
                          
                          
                          (132,443
                          )
                          
                          
                          (80,931
                          )NET
      LOSS
                          
                          $
                          ( 239,013
                          )
                          
                          $
                          (319,294
                          )Basic
      and diluted loss per common share
                          
                          $
                          (0.01
                          )
                          
                          $
                          (0.01
                          )Weighted
      average number of commonshares
      outstanding - basic and diluted
                          
                          
                          21,839,500
                          
                          
                          
                          21,739,500





See
Accompanying Notes To Condensed Consolidated Financial
Statements


5





Marine
      Growth Ventures, Inc and SubsidiariesConsolidated
      Statements of Cash Flows(Unaudited)





Three
      Months EndedMarch 31,2009
                      
                      
                      2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                      
                      $
                      (239,013
                      )
                      
                      $
                      (319,294
                      )Adjustments
      to reconcile net loss to net cashused
      in operating activitiesDepreciation
      & Amortization
                      
                      
                      91
                      
                      
                      
                      5,638Donated
      Rent & Services
                      
                      
                      5,437
                      
                      
                      
                      937Changes
      in Operation Assets & Liabilities:Accounts
      Receivable
                      
                      
                      -
                      
                      
                      
                      (6,000
                      )Sales
      Tax Receivable
                      
                      
                      -
                      
                      
                      
                      501Other
      Receivables
                      
                      
                      -
                      
                      
                      
                      (6,500
                      )Retainer
                      
                      
                      (2,552
                      )
                      
                      
                      -Prepaid
      Insurance
                      
                      
                      (339
                      )
                      
                      
                      196Accrued
      Payroll
                      
                      
                      (1,786
                      )
                      
                      
                      52,822Accounts
      Payable
                      
                      
                      43,240
                      
                      
                      
                      (34,913
                      )Accrued
      Interest Payable
                      
                      
                      126,753
                      
                      
                      
                      50,536Accrued
      Expenses
                      
                      
                      -
                      
                      
                      
                      69,257Net
      Cash Used by Operating Activities
                      
                      
                      (68,169
                      )
                      
                      
                      (185,319
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESPayment
      on Note Payable – Greystone
                      
                      
                      
                      
                      
                      
                      (20,666
                      )Cash
      Overdraft
                      
                      
                      -
                      
                      
                      
                      (17,343
                      )Proceeds
      From Note Payable – Related Party
                      
                      
                      66,750
                      
                      
                      
                      224,500Net
      Cash Provided by Financing Activities
                      
                      
                      66,750
                      
                      
                      
                      186,491Currency
      Conversion Gain/Loss
                      
                      
                      (2,616
                      )
                      
                      
                      3,183NET
      INCREASE (DECREASE) IN CASH:
                      
                      
                      (4,035
                      )
                      
                      
                      4,355BEGINNING
      CASH
                      
                      
                      7,897
                      
                      
                      
                      -ENDING
      CASH
                      
                      $
                      3,862
                      
                      
                      $
                      4,355SUPPLEMENTAL
      DISCLOSURES OF CASH ITEMSInterest
      Paid
                      
                      $
                      -
                      
                      
                      $
                      11,849Income
      Taxes Paid
                      
                      
                      -
                      
                      
                      
                      -SUPPLEMENTAL
      DISCLOSURES OF NON-CASH  INVESTING & FINANCING
      ACTIVITES





See
Accompanying Notes To Condensed Consolidated Financial
Statements


6





Marine
Growth Ventures, Inc. and Subsidiaries


Notes
to Condensed Consolidated Financial Statements


As
of March 31, 2009 (Unadudited)





Note
1 – Organization and
Operations and Going Concern





Marine
Growth Ventures, Inc. (“MGV”) was formed and incorporated in the state of
Delaware on November 6, 2003.  MGV is a holding company that conducts
its operations primarily  through a wholly-owned subsidiary, Sophlex
Ship Management, Inc. (“Sophlex”).  MGV, Sophlex and MGV’s other
subsidiaries are referred to collectively herein as the “Company”.





The
Company had no significant business operations until its acquisition of Sophlex
on September 1, 2004.  Sophlex, which was founded in 1999, provides
ship crewing and management services to vessel owners and operators in the
United States and abroad.  The founder
and the sole shareholder of Sophlex at the time of the acquisition is the
current Chief Operating Officer of the Company.   At the time
acquisition both companies were private entities.





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





Since its
inception, the Company has been dependent upon the proceeds of loans from its
stockholders and the receipt of capital investments to fund its continuing
activities.  The Company has incurred operating losses since its
inception.  The Company expects to incur significant increasing
operating losses over the next several years, primarily due to the expansion of
its business.   There is no assurance that the Company’s
developmental and marketing efforts will be successful.   The
Company will continue to require the infusion of capital or loans until
operations become profitable.  There can be no assurance that the
Company will ever achieve any revenues or profitable operations from the sale of
its proposed products.  The Company is seeking additional capital at
this time.  During the three months ended March 31, 2009, the Company
had a net loss of $239,013 and a negative cash flow from operations of $68,169
and as March 31, 2009, the Company had a working capital deficiency of
$4,595,252 and a stockholders’ deficiency of $4,579,389.  As a result
of the above, the accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.   The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.





Note
2 - Summary of
Significant Accounting Policies





(A)
            Principles of
      Consolidation





The
accompanying condensed consolidated financial statements include the accounts of
Marine Growth Ventures, Inc. and its wholly-owned subsidiaries, Marine Growth
Finance & Charter, Inc., Inc., Sophlex Ship Management, Inc., Marine Growth
Freight, Inc., Marine Aggregates, Inc., Gulf Casino Cruises, Inc., Ship
Timeshare Management, Inc., Marine Growth Canada, Ltd., Fractional Marine, Inc.,
Cruiseship Share Owners Association, Inc. and Pacific Aurora Cruise Association,
Inc.  All material inter-company accounts and transactions have been
eliminated in consolidation.





(B)
            Use of
      Estimates





The
preparation of condensed consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the condensed consolidated financial statements and
the reported amounts of revenue and expenses during the reporting
period.  Actual results may differ from those
estimates.


7





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





(E)
            Recent Accounting
      Pronouncements





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





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





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





Note
3- Related Party
Transactions





Revolving
Note “A” issued on January 5, 2006





The
balance at March 31, 2009 was $121,898 ($59,500 in principal and $62,398 in
accrued interest).  Subsequent to March 31, 2009, the maturity date
was extended to December 31, 2009.





,              Revolving
Note “B” issued on August 1, 2007





The
Company borrowed an additional $66,750 during the three months ended March 31,
2009.  The balance at March 31, 2009 was $794,429 ($715,363 in
principal and $79,066 in accrued interest).  Subsequent to March 31,
2009, the Company borrowed an additional $25,250 and the maturity date was
extended to December 31, 2009.


8





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 three month ended March 31, 2009
and 2008.   On March 31, 2009, this debt was forgiven and
converted into additional paid in capital.





The
Company utilizes employees of an entity controlled by the Chairman of the Board
of Directors.    The value of the work done by the employees
of the entity controlled by the Chairman of the Board of Directors equated to
$5,438 during the three months ending March 31, 2009.  These services
and a corresponding related party liability was recorded.   On
March 31, 2009, this debt was forgiven and converted into additional paid in
capital.





Note
4 – Greystone Business
Credit II, LLC





In June
2008, Greystone Business Credit II and the Company entered into a loan
agreement. These monies were collateralized by the two
vessels.   As of March 31, 2009, the balance on the loan from
Greystone was $5,361,115 ($5,149,503 in principal, $195,232 in interest and
$16,380 in loan service fees.   On February 9, 2009, the Company
received a notice of default from Greystone.    On March 6,
2009, Greystone Business Credit II, LLC filed against Marine Growth Canada,
Ltd., Marine Growth Finance & Charter, Inc., Marine Growth Ventures, Inc.,
Fractional Marine, Inc., and all other parties interested in the ship “Pacific
Aurora” in the Federal Court in Vancouver, BC Canada for admiralty action to
foreclose its lien and acquire ownership and possession of the
ship.     Greystone seeks judgment in the amount of
$2,851,919 against Marine Growth Canada, Ltd., Marine Growth Finance and Marine
Growth Ventures.   Additionally, Greystone seeks judgment against
Fractional Marine in the amount of $215,193.   This suit is
currently pending.


9





ITEM
2 - MANAGEMENT’S DISCUSSION AND ANALYSIS





Forward-Looking
Statements





This Quarterly Report of Form 10-Q,
including this discussion and analysis by management, contains or incorporates
forward-looking statements.   All statements other than
statements of historical fact made in report are forward looking.  In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking
statements.  These forward-looking statements can be identified by the
use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,”
anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other
variations or similar words.  No assurances can be given that the
future results anticipated by the forward-looking statements will be
achieved.  Forward-looking statements reflect management’s current
expectations and are inherently uncertain.  Our actual results may
differ significantly from management’s expectations. The potential risks and
uncertainties that could cause our actual results to differ materially from
those expressed or implied herein are set forth in our Annual Report on Form
10-K for the year ended December 31, 2008.





The following discussion and analysis
should be read in conjunction with our financial statements, included
herewith.  This discussion should not be construed to imply that the
results discussed herein will necessarily continue into the future, or that any
conclusion reached herein will necessarily be indicative of actual operating
results in the future.  Such discussion represents only the best
present assessment of our management.





Background





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





We had no
significant business operations until our acquisition of Sophlex on September 1,
2004.  Sophlex, which was founded in 1999, provides ship crewing and
management services to vessel owners and operators in the United States and
abroad.  Our Chief Operating Officer was the founder and the sole
shareholder of Sophlex prior to the acquisition.





We are
also working on selling the two vessels in our possession, the “Pacific Aurora”
and the “Babe.”





Results
of Operations





Since our
inception, we have been dependent upon the proceeds of loans from our
stockholders and the receipt of capital investment to fund our continuing
activities.  We have incurred operating losses since our
inception.  We expect to incur significant increasing operating losses
over the next several years, primarily due to the expansion of our business. We
will continue to require the infusion of capital until operations become
profitable.  Presently, we have no commitments to provide such
capital.   We had a net loss of $239,013 and a negative cash flow
from operations of $68,169 for the three months ended March 31,
2009.





Three
Months Ended March 31, 2009 and 2008:





Revenue:   Revenue
was $0 for the three months ended March 31, 2009 compared to $12,000 earned in
the three months ended March 31, 2008.   In the three months
ended March 31, 2009, the company had no revenue.   The reduction
in revenue was due to the decrease in leasing, and income incurred from
custodial services.    The $12,000 of revenue in 2008 was
from leasing, the Company subsequently recorded an allowance for the receivable
in the amount of $12,000.


10





Payroll and Related
Expenses:  Payroll and related expenses were $14,272 for the
three months ended March 31, 2009 compared to $76,460 for the three months ended
March 31, 2008.  The decrease of $62,188 was due to the majority of
the officers waiving their payroll as of March 1, 2008 and will continue to do
so until the Company has sustainable revenues.





Professional Fees:  Professional fees were $36,577 for the three months ended
March 31, 2009 compared to $56,970 for the three months ended March 31,
2008.  The net decrease of $20,413 is primarily due to a decrease in
consulting fees of $2,600, a decrease of legal fees of 12,147, a decrease in
accounting fees of $4,572 and a decrease of other professional fees in the
amount of $1,094in the three months ended March 31, 2009.





General and Administrative
Expenses:  General and administrative expenses were $9,874 and
$14,490 for the three months ended March 31, 2009 and 2008,
respectively.  General and administrative expenses decreased by $4,616
in the three months ended March 31, 2009 as compared to the three months ended
March 31, 2008. This decrease is mainly due to a decrease in insurance of
$2,245, a decrease in travel of $2,002, and a decrease in telephone expenses of
$1,671offset by an increase in filing fees of $1,760.   The
Company is now holding both of the vessels for sale.





Selling
Expenses:   Selling expenses were $0 and $1,360 for the
three months ended March 31, 2009 and 2008 respectively.  The Company
is now holding both of the vessels for sale.





Operating
Expenses:  Operating expenses were $45,867 for the three months
ended March 31, 2009 compared to $42,020 for the three months ended March 31,
2008.   Operating expenses increase by $3,847 during the three
months ended March 31, 2009.    The increase in operating
expenses is primarily due to the increase in dockage fees of $17,307 and
insurance fees of $5,655 offset by the decrease in crew wages of $17,128,
processing fees of $1,034 and other fees of $953.





Other
Expenses:  Other Expenses was $132,443 for the three months
ended March 31, 2009 compared to $80,931 for the three months ended March 31,
2008.   For the three months ended March 31, 2009, we had an
increase in expenses of $51,512. This increase was primarily due to the
continued financing costs of the M/V Pacific Aurora and the M/V Babe which
included an increase in interest expenses of $64,367 offset by a decrease in
loan service fees of $8,659 and financing costs of $5,542.





Net
Loss:  Net loss was $239,013 and $319,294 for the three months
ended March 31, 2009 and 2008, respectively. The decrease in net loss of $80,281
attributed to the decrease in payroll and professional fees.





Liquidity
and Capital Resources





For the
three months ended March 31, 2009, we had a negative cash flow from operations
of $68,169 compared to a negative cash flow of $185,319 as of March 31, 2008, a
decrease in the negative cash flow of $117,150.  Since inception, we
have been dependent upon proceeds of loans from our stockholders and receipt of
capital investment to fund our continuing activities.





The
maturity date on Revolving Note “A” issued on January 5, 2006 was extended to
December 31, 2009.     The balance at March 31, 2009
was $121,898 ($59,500 in principal and $62,398 in accrued
interest).





In June
2008, Greystone Business Credit II and the Company entered into a loan
agreement. These monies were collateralized by the two
vessels.   As of December 31, 2008, the balance on the loan from
Greystone was $5,361,115 ($5,149,503 in principal, $195,232 in interest and
$16,380 in loan service fees.   On February 9, 2009, the Company
received a notice of default from Greystone.    On March 6,
2009, Greystone Business Credit II, LLC filed against Marine Growth Canada,
Ltd., Marine Growth Finance & Charter, Inc., Marine Growth Ventures, Inc.,
Fractional Marine, Inc., and all other parties interested in the ship “Pacific
Aurora” in the Federal Court in Vancouver, BC Canada for admiralty action to
foreclose its lien and acquire ownership and possession of the
ship.     Greystone seeks judgment in the amount of
$2,851,919 against Marine Growth Canada, Ltd., Marine Growth Finance and Marine
Growth Ventures.   Additionally, Greystone seeks judgment against
Fractional Marine in the amount of $215,193.   This suit is
currently pending.


11




The
Company borrowed an additional $66,750 on the Revolving Note “B” issued on August
1, 2007, during the three months ended March 31, 2009. At March 31, 2009
the balance on this note was $794,429 ($715,363 in principal and $79,066 in
accrued interest).  Subsequent to March 31, 2009, the Company borrowed
an additional $25,250 and the maturity date was extended to December 31,
2009.





We
currently do not have sufficient cash reserves to meet all of our anticipated
obligations for the next twelve months and there can be no assurance that we
will ultimately close on the necessary financing. In addition to any third-party
financing we may obtain, we currently expect that loans from our stockholders
may be a continuing source of liquidity to fund our
operations.   Accordingly, we will need to seek funding in the
near future.   In view of the forgoing, there are no assurances
that we can or will continue as a going concern.





Our ability to continue as
a going concern is dependent on our ability to obtain additional funds through
debt and equity funding as well as from sales of various
services.As we note in our consolidated balance sheets
as of March 31, 2009 and December 31, 2008 as well as our related consolidated
statements of operations, and cash flows for the year ended March 31, 2009, we
have experienced, and expect to continue to experience, recurring net losses,
negative cash flows from operations, limited amount of funds on our balance
sheet.  Accordingly, we have substantial doubt about our ability to
continue as a going concern.  We have prepared our financial statements on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business.  The consolidated financial statements do not include any
adjustments that might be necessary should we be unable to continue in
existence.





Off-Balance
Sheet Arrangements





The Company does not have any off
balance sheet arrangements that are reasonably likely to have a current or
future effect on our financial condition, revenues, results of operations,
liquidity or capital expenditures.





Critical
Accounting Policies





Going
Concern:





Our ability to continue as
a going concern is dependent on our ability to obtain additional funds through
debt and equity funding as well as from sales of various
services.As we note in our consolidated balance sheets
as of March 31, 2009 and December 31, 2008 as well as our related consolidated
statements of operations, and cash flows for the year ended March 31, 2009, we
have experienced, and expect to continue to experience, recurring net losses,
negative cash flows from operations, limited amount of funds on our balance
sheet.  Accordingly, we have substantial doubt about our ability to
continue as a going concern.  We have prepared our financial statements on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business.  The consolidated financial statements do not include any
adjustments that might be necessary should we be unable to continue in
existence.





Impairment





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


12


Revenue
Recognition





The
Company recognizes ship management and consulting revenue when
earned.  At the time of the transaction, the Company assesses whether
the fee is fixed and determinable based on the payment terms associated with the
transaction and whether collectibility is reasonably assured.  If a
significant portion of a fee is due after the normal payment terms, the Company
accounts for the fee as not being fixed and determinable.  In these
cases, the Company recognizes revenue as the fees become due.  Where
the Company provides a service at a specific point in time and there are no
remaining obligations, the Company recognizes revenue upon completion of the
service.   The Company recognizes charter revenue on the first of
the month when the fee is billed.





ITEM 3 – QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK-


None





ITEM
4 – CONTROLS AND PROCEDURES





Managements
Report on Internal Control over Financial Reporting.




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





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





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





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





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Under the supervision and with
the participation of our management, the Company assessed the effectiveness of
the internal control over financial reporting as of March 31, 2009. In making
this assessment, we used the criteria set forth in Internal Control-Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on the results of this assessment and on those
criteria, the Company concluded that a material weakness exists in the internal
controls as of March 31, 2009.




A
material weakness in the Company’s internal controls exists in that there is
limited segregation of duties amongst the Company’s employees with respect to
the Company’s preparation and review of the Company’s financial
statements.   Additionally, there is an insufficient number of
personnel with an appropriate level of experience and knowledge of the U.S. GAAP
and SEC reporting requirements.  This material weakness is a result of
the Company’s limited number of employees. This material weakness may affect
management’s ability to effectively review and analyze elements of the financial
statement closing process and prepare financial statements in accordance with
U.S. GAAP.  In making this assessment, our management used the
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). As a result of the material weaknesses described
above, our management concluded that as of March 30, 2009, we did not maintain
effective internal control over financial reporting based on the criteria
established in Internal
Control — Integrated Framework issued by the COSO.


13


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





Changes
in internal control





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


14





PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings





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





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





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





Item
3.  Defaults Upon Senior Securities - None





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





Item
5.  Other Information





On
January 5, 2006 the Company entered into a Revolving Note (“Note A”) with an
aggregate principal amount of $50,000 to Frank Crivello. Funds are advanced to
us as needed to pay for ongoing operations. Note 1 had a maturity date of June
30, 2006. As a result of twelve amendments to Note 1, the principal amount of
Note 1 was increased to $800,000 and the maturity date of Note 1 was extended to
December 31, 2009. Note 1 has an interest rate of 10% and as March 31, 2009 the
principal balance $59,500.





On August
1, 2007, the Company issued a revolving note (“Note B”), with an aggregate
principal amount of $100,000 to an entity that is controlled by the Chairman of
the Board of Directors.   Funds are advanced to the Company, as
needed, to finance ongoing operations.  Note 2 had a maturity date of
July 31, 2008.  It has been agreed that the maturity date will extend
to December 31, 2008 unless the lender notifies the borrower, in writing, thirty
days prior to the maturity date.  Note B bears an interest rate of
10%.  As a result of seven amendments to Note B, the principal amount
of Note B was increased to $750,000 and the maturity date was extended to
December 31, 2009.  The principal balance on Note B was $715,363 as of
March 31, 2009.  Subsequent to March 31, 2009, the Company borrowed an
additional $25,250.





Item
6.  Exhibits





Number
                    
                    Description3.1
                    
                    Registrant's
      Certificate of Incorporation (incorporated by reference to the exhibits to
      Registrant’s Form SB-2 filed on September 2, 2005).3.2
                    
                    Certificate
      of Amendment to Registrant's Certificate of Incorporation (incorporated by
      reference to the exhibits to Registrant’s Form SB-2 filed on September 2,
      2005).3.3
                    
                    Certificate
      of Amendment to Registrant's Certificate of Incorporation (incorporated by
      reference to the exhibits to Registrant’s Form SB-2 filed on September 2,
      2005).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).


15





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)


16


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)
  17





10.24
                
                First
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated September 6, 2007
      (incorporated by reference to Exhibit 10.2 of Form 8-K filed September 10,
      2007)10.25
                
                Tenth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit
      10.11 of Form 8-K filed September 25, 2007)10.26
                
                Second
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated November 27, 2007
      (incorporated by reference to Exhibit 10.3 of Form 8-K filed November 28,
      2007)10.27
                
                Third
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008
      (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8,
      2008)10.28
                
                Forth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008
      (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14,
      2008)10.29
                
                Fifth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008
      (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 17,
      2008).10.30
                
                Eleventh
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello, dated March 19, 2008 (filed
      herewith)10.31
                
                Third
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008
      (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8,
      2008)10.32
                
                Forth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008
      (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14,
      2008)10.32
                
                Fifth
      Amendment to the Revolving Note by and among Marine Growth Ventures, Inc.,
      its subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008
      (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 16,
      2008)10.33
                
                Sixth
      Amendment to the Revolving Note by and among Marine Growth Ventures, Inc.,
      its subsidiaries and Irrevocable Children’s Trust, dated June 25, 2008
      (incorporated by reference to Exhibit 10.7 of Form 8-K filed June 26,
      2008)10.34
                
                Modification
      lf Agreement dated June 12, 2008 (incorporated by reference to Exhibit
      10.1 of Form 8-k filed August 11, 2008)10.35
                
                Notice
      of default under Marine Growth Loan Agreement with Greystone Business
      Credit II, LLC dated February 9, 2009 (incorporated by reference to
      Exhibit 2.1 of Form 8-K filed on February 13, 2009)10.36
                
                Seventh
      Amendment to the Revolving Note by and among Marine Growth Ventures, Inc.,
      its subsidiaries and Irrevocable Children’s Trust, dated April 24, 2009
      (filed herewith)


18





10.37
                
                Twelfth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello, dated April 24, 2009 (filed
      herewith)31.1
                
                Certification
      of CEO Pursuant to 13a-14(a) under the Exchange Act31.2
                
                Certification
      of the CFO Pursuant to 13a-14(a) under the Exchange Act32.1
                
                Certification
      of the CEO pursuant to 18 U.S.C Section 135032.2
                
                Certification
      of the CFO pursuant to 18 U.S.C. Section
1350


19





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





MARINE
      GROWTH VENTURES, INC.Dated: May 1, 2009
                            By:
                            /s/  Craig
    HodgkinsCraig
      HodgkinsPresident
      and Director(Principal
      Executive Officer)Dated:
      May 1, 2009
                            By:
                            /s/ Katherine OstruszkaKatherine
      OstruszkaChief
      Financial Officer and Controller(Principal
      Financial
Officer)


20