UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A


(Mark One)





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




For
the quarterly period ended September 30, 2008





 ̈
            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). o 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 October 31, 2008 – 21,839,500 shares of
common stock





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


an
accelerated filer  ̈ a non
accelerated filer  ̈ or a
smaller reporting company x







The
quarterly report of Marine Growth Ventures, Inc. (the “Company”), for the fiscal
quarter ended September 30, 2008, filed on Form 10-Q with the Securities and
Exchange Commission (the “SEC”) on November 12, 2008, is hereby amended to
provide amended financial statements and financial statement disclosure.





EXPLANATORY
NOTE:





This
Amendment No. 1 to our Quarterly Report on Form 10-Q gives effect to the
correction in our financial statements of an error in our previous filing that
resulted in the incorrect treatment of approximately
$1,036,594.   The Company had not recorded an impairment charge
of $864,926 and it had incorrectly stated $171,677 of APIC as other
income.   The accompanying financial statements have been
restated for this error. In addition, the Company has received comments from the
Staff of the Securities and Exchange Commission in connection this and certain
other reports that it has filed under the Securities Exchange Act of 1934, as
amended and the Securities Act of 1933. The aforementioned error arose from our
consideration of these comments. In addition, certain disclosures have been
enhanced as a result of our consideration of the comments. We intend to fully
respond to, and properly address, all comments received. While we believe this
amendment embodies all comments and suggestions by the Staff, they have not
approved our filings and, accordingly, additional changes may be
required.


2


MARINE
GROWTH VENTURES, INC.


FORM
10-Q/A


QUARTERLY
PERIOD ENDED SEPTEMBER 30, 2008


TABLE
OF CONTENTS





PART
      1
                    FINANCIAL
      STATEMENTS
                    4Item
      1.
                    Financial
      Statements
                    4Condensed
      Consolidated Balance Sheet as of September 30, 2008 (Unaudited) and
      December 31, 2007 (Audited)
                    5Condensed
      Consolidated Statements of Operations for the Three and Nine Months Ended
      September 30, 2008 and 2007 (Unaudited)
                    6Consolidated
      Statements of Cash Flows for the Nine Months Ended September 30, 2008 and
      2007 (Unaudited)
                    7Notes
      to Condensed Consolidated Financial Statements as of September 30, 2008
      (Unaudited)
                    9Item
      2.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    14Item
      3.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    18Item
      4.
                    Controls
      and Procedures
                    18PART
      II
                    OTHER
      INFORMATION
                    20Item
      1.
                    Legal
      Proceedings
                    20Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    20Item
      3.
                    Defaults
      Upon Senior Securities
                    20Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    20Item
      5.
                    Other
      Information
                    20Item
      6.
                    Exhibits
                    20SIGNATURES
                    25CERTIFICATIONSCertification
      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


3





PART
I – FINANCIAL INFORMATION





ITEM
1 – FINANCIAL STATEMENTS


4





Marine
Growth Ventures, Inc and Subsidiaries


Consolidated
Balance Sheet





September 30, 2008
                            “As Restated”
                            (Unaudited)
                          
                          
                          December 31, 2007
                            (Audited)ASSETSCURRENT ASSETSCash
                          
                          $
                          3,878
                          
                          
                          $
                          -Accounts
      Receivable
                          
                          
                          -
                          
                          
                          
                          6,000Other
      Receivables
                          
                          
                          -
                          
                          
                          
                          501Prepaid
      Expenses
                          
                          
                          1,072
                          
                          
                          
                          719Vessel
      Held for Sale
                          
                          
                          1,425,000
                          
                          
                          
                          -Total
      Current Assets
                          
                          
                          1,429,950
                          
                          
                          
                          87,220FIXED
      ASSETS, NET
                          
                          
                          1,502,592
                          
                          
                          
                          1,504,301PREPAID
      FINANCING COSTS
                          
                          
                          4,156
                          
                          
                          
                          20,781OTHER
      ASSETSRetainers
                          
                          
                          7,500
                          
                          
                          
                          5,000Other
      Deposits
                          
                          
                          2,181
                          
                          
                          
                          2,181Loan
      Reserve
                          
                          
                          -
                          
                          
                          
                          67,916Total
      Other Assets
                          
                          
                          9,681
                          
                          
                          
                          75,097TOTAL
      ASSETS
                          
                          $
                          2,946,379
                          
                          
                          $
                          1,607,399LIABILITIES
      AND STOCKHOLDER'S DEFICIENCYCURRENT
      LIABILITIESAccrued
      Payroll
                          
                          $
                          405,840
                          
                          
                          $
                          581,414Accounts
      Payable
                          
                          
                          347,339
                          
                          
                          
                          376,290Cash
      Overdraft
                          
                          
                          -
                          
                          
                          
                          17,343Accrued
      Interest Payable
                          
                          
                          136,734
                          
                          
                          
                          135,905Accrued
      Expenses
                          
                          
                          233,178
                          
                          
                          
                          261,226Deferred
      Expenses
                          
                          
                          -
                          
                          
                          
                          19,166Other
      Payables
                          
                          
                          195,190
                          
                          
                          
                          -Note
      Payable – Greystone
                          
                          
                          1,213,873
                          
                          
                          
                          270,833Note
      Payable – Stockholder
                          
                          
                          132,235
                          
                          
                          
                          769,050Note
      Payable – Other
                          
                          
                          573,950
                          
                          
                          
                          275,500Total
      Current Liabilities
                          
                          
                          3,238,339
                          
                          
                          
                          2,706,727LONG
      TERM LIABILITIESGreystone
      Note Payable
                          
                          
                          3,703,353
                          
                          
                          
                          1,168,150Total
      Long Term Liabilities
                          
                          
                          3,703,535
                          
                          
                          
                          1,168,150TOTAL
      LIABILITIES
                          
                          
                          6,941,692
                          
                          
                          
                          3,874,877STOCKHOLDERS'
      DEFICIENCYPreferred
      Stock, $0.001 par value, 5,000,000shares authorized, none issued
      or outstandingCommon
      Stock, $0.001 par value, 100,000,000 shares authorized, 21,839,500
      and 21,739,500 issued and outstanding, respectively
                          
                          
                          21,840
                          
                          
                          
                          21,740Additional
      Paid-In Capital
                          
                          
                          810,578
                          
                          
                          
                          555,699Accumulated
      Deficit
                          
                          
                          (4,793,023
                          )
                          
                          
                          (2,811,864
                          )Accumulated
      Other Comprehensive Income (Loss)
                          
                          
                          (34,708
                          )
                          
                          
                          (33,053
                          )Total
      Stockholders' Deficiency
                          
                          
                          (3,995,313
                          )
                          
                          
                          (2,267,478
                          )TOTAL
      LIABILITIES & STOCKHOLDERS'DEFICIENCY
                          
                          $
                          2,946,379
                          
                          
                          $
                          1,607,399





See
Accompanying Notes to Condensed Consolidated Financial
Statements


5





Marine
Growth Ventures, Inc and Subsidiaries


Consoldiated
Statement of Operations


(Unaudited)





Three
      Months Ended
                  
                  
                  Nine
      Months EndedSeptember 30,
                  
                  
                  September 30,2008
                  
                  
                  2007
                  
                  
                  2008
                  
                  
                  2007“ As Restated”
                  
                  
                  
                  
                  
                  “As Restated”REVENUEShip  Management Fees
      and Consulting Income
                  
                  $
                  -
                  
                  
                  $
                  6,000
                  
                  
                  $
                  12,000
                  
                  
                  $
                  82,308Cost
      of Sales
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (128,125
                  )
                  
                  
                  -GROSS
      PROFIT (LOSS)
                  
                  
                  -
                  
                  
                  
                  6,000
                  
                  
                  
                  (116,125
                  )
                  
                  
                  82,308EXPENSESPayroll
      and Related  Expenses
                  
                  
                  40,757
                  
                  
                  
                  89,610
                  
                  
                  
                  140,081
                  
                  
                  
                  266,377Professional
      Fees
                  
                  
                  67,981
                  
                  
                  
                  82,962
                  
                  
                  
                  167,053
                  
                  
                  
                  165,235General
      and Administrative Expenses
                  
                  
                  49,666
                  
                  
                  
                  27,841
                  
                  
                  
                  91,418
                  
                  
                  
                  71,017Selling
      Expenses
                  
                  
                  57,765
                  
                  
                  
                  (54
                  )
                  
                  
                  60,331
                  
                  
                  
                  765Impairment
      of Vessel
                  
                  
                  864,926
                  
                  
                  
                  -
                  
                  
                  
                  864,926
                  
                  
                  
                  -Operating
      Expenses
                  
                  
                  76,744
                  
                  
                  
                  192,983
                  
                  
                  
                  229,578
                  
                  
                  
                  311,586Total
      Expenses
                  
                  
                  1,329,506
                  
                  
                  
                  393,342
                  
                  
                  
                  1,553,387
                  
                  
                  
                  814,980LOSS
      FROM OPERATIONS
                  
                  
                  (1,329,506
                  )
                  
                  
                  (387,342
                  )
                  
                  
                  (1,669,512
                  )
                  
                  
                  (732,396
                  )OTHER
      INCOME (EXPENSE)Interest
                  
                  
                  (123,573
                  )
                  
                  
                  (58,961
                  )
                  
                  
                  (242,878
                  )
                  
                  
                  (119,039
                  )Loan
      Service Fee
                  
                  
                  (19,109
                  )
                  
                  
                  (8,079
                  )
                  
                  
                  (31,775
                  )
                  
                  
                  (17,348
                  )Sales
      Tax
                  
                  
                  (813
                  )
                  
                  
                  81,769
                  
                  
                  
                  (991
                  )
                  
                  
                  (1,013
                  )Other
                  
                  
                  (29,772
                  )
                  
                  
                  (5,530
                  )
                  
                  
                  (36,007
                  )
                  
                  
                  (12,651
                  )Total
      Other Expense
                  
                  
                  (173,267
                  )
                  
                  
                  9,199
                  
                  
                  
                  (311,651
                  )
                  
                  
                  (150,051
                  )NET
      LOSS
                  
                  $
                  ( 1,502,772
                  )
                  
                  $
                  (378,143
                  )
                  
                  $
                  (1,981,163
                  )
                  
                  $
                  (882,723
                  )Basic
      and diluted loss per common share
                  
                  $
                  (0.07
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.09
                  )
                  
                  $
                  (0.04
                  )Weighted
      average number of common shares outstanding - basic and
      diluted
                  
                  
                  21,839,500
                  
                  
                  
                  21,739,500
                  
                  
                  
                  21,839,500
                  
                  
                  
                  21,739,500





See
Accompanying Notes To Condensed Consolidated Financial
Statements


6





Marine
Growth Ventures, Inc and Subsidiaries


Consolidated
Statement of Cash Flows


(Unaudited)





Nine
      Months EndedSeptember
      30,2008
                  
                  
                  2007“As Restated”CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (1,981,163
                  )
                  
                  $
                  (882,723
                  )Adjustments
      to reconcile net loss to net cash used in operating
    activitiesDepreciation
      & Amortization
                  
                  
                  16,917
                  
                  
                  
                  8,588Donated
      Rent & Services
                  
                  
                  13,313
                  
                  
                  
                  2,812Impairment
      of Vessel
                  
                  
                  864,926
                  
                  
                  
                  -Changes
      in Operation Assets & Liabilities:Accounts
      Receivable
                  
                  
                  6,000
                  
                  
                  
                  (6,000
                  )Other
      Receivables
                  
                  
                  501
                  
                  
                  
                  (85,244
                  )Prepaid
      Expense
                  
                  
                  (2,500
                  )
                  
                  
                  -Prepaid
      Insurance
                  
                  
                  (354
                  )
                  
                  
                  (325
                  )Accrued
      Payroll
                  
                  
                  66,093
                  
                  
                  
                  195,400Accounts
      Payable
                  
                  
                  43,566
                  
                  
                  
                  166,321Other
      Accounts Payable
                  
                  
                  147,291
                  
                  
                  
                  (3,660
                  )Accrued
      Interest Payable
                  
                  
                  118,920
                  
                  
                  
                  89,863Accrued
      Expenses
                  
                  
                  36,015
                  
                  
                  
                  (12,698
                  )Deferred
      Expenses
                  
                  
                  -
                  
                  
                  
                  19,166Deferred
      Rent
                  
                  
                  -
                  
                  
                  
                  -Net
      Cash Used by Operating Activities
                  
                  
                  (670,475
                  )
                  
                  
                  (508,643
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of Vessel Furnishings
                  
                  
                  -
                  
                  
                  
                  (13,000
                  )Legal
      Fees on Vessel Purchase
                  
                  
                  
                  
                  
                  
                  (69,891
                  )Net
      Cash Provided by Investing Activities
                  
                  
                  -
                  
                  
                  
                  (82,891
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESLoan
      Costs
                  
                  
                  -
                  
                  
                  
                  (13,000
                  )Cash
      Overdraft
                  
                  
                  (17,343
                  )
                  
                  
                  -Payment
      on Note Payable – Greystone
                  
                  
                  (141,499
                  )
                  
                  
                  (20,833
                  )Proceeds
      From Note Payable-Stockholder
                  
                  
                  384,983
                  
                  
                  
                  519,800Proceeds
      From Note Payable – Related Party
                  
                  
                  448,450
                  
                  
                  
                  150,000Net
      Cash Provided by Financing Activities
                  
                  
                  674,591
                  
                  
                  
                  635,967Currency
      Conversion Gain/Loss
                  
                  
                  (238
                  )
                  
                  
                  (39,682
                  )NET
      INCREASE (DECREASE) IN CASH:
                  
                  
                  3,878
                  
                  
                  
                  6,966BEGINNING
      CASH
                  
                  
                  -
                  
                  
                  
                  3,947ENDING
      CASH
                  
                  $
                  3,878
                  
                  
                  $
                  10,913


7





SUPPLEMENTAL
      DISCLOSURES OF CASH ITEMSInterest
      Paid
                
                $
                125,365
                
                
                $
                -Income
      Taxes Paid
                
                
                -
                
                
                
                -SUPPLEMENTAL
      DISCLOSURES OF NON-CASH  INVESTING & FINANCING
      ACTIVITESGreystone  (Pacific
      Aurora Note)
                
                $
                1,197,021
                
                
                $
                -Payment
      on Note Payable – Stockholder
                
                
                (1,021,798
                )
                
                
                -Payment
      on Accrued Interest
                
                
                (25,223
                )Payments
      on Note Payable – Related Party
                
                
                (150,000
                )
                
                
                -Greystone
      (Babe Note)
                
                
                2,350,002
                
                
                
                -Purchase
      of Fixed Assets (Babe)
                
                
                (2,289,926
                )
                
                
                -Advances
      on Ship Purchases
                
                
                (60,076
                )
                
                
                -Purchase
      of Fixed Assets (Pacific Aurora)
                
                
                
                
                
                $
                (1,350,000
                )Loan
      Costs
                
                
                -
                
                
                
                (20,250
                )Loan
      Reserve
                
                
                -
                
                
                
                (67,916
                )Reserve
      Legal Fees
                
                
                -
                
                
                
                (61,834
                )Note
      Payable – Vessel Purchase Pacific Aurora
                
                
                -
                
                
                
                1,500,000APIC
                
                
                (241,567
                )
                
                
                -Common
      Stock
                
                
                (100
                )
                
                
                -Accrued
      payroll
                
                
                241,667
                
                
                
                -


See
Accompanying Notes To Condensed Consolidated Financial
Statements


8


Marine
Growth Ventures, Inc. and Subsidiaries


Notes
to Condensed Consolidated Financial Statements


As
of September 30, 2008 (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.





The
Company is currently pursuing additional opportunities with the vessel, Pacific
Aurora which it purchased in 2007.   The Company is working with
a maritime lodging company in order to sell condos on the vessel that will take
weekend tours of the surrounding Pacific coastline.  Purchasers may
live aboard full-time, cruise only on weekends, rent out their condos as
investment income, or any combination which suits their individual
purposes.





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 nine months ended September 30, 2008, the
Company had a net loss of $1,981,163 and a negative cash flow from operations of
$670,475 and as September 30, 2008, the Company had a working capital deficiency
of $1,808,389 and a stockholders’ deficiency of $3,995,313.  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.


9


(B)
            Use of
      Estimates





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





(C)
            Loss
      per  Share





Net loss
per  share (basic and diluted) has been computed by dividing the net
loss available to common stockholders by the weighted average number of common
shares outstanding during each period.  Common stock equivalents were
not included in the calculation of diluted loss per share as there were none
outstanding during the periods presented as well as their effect would be
anti-dilutive.





(D)
            Interim
      Condensed  Consolidated Financial
    Statements





The
condensed consolidated financial statements as of September 30, 2008 and for the
nine months ended September 30, 2008 and 2007 are unaudited.   In
the opinion of management, such condensed consolidated financial statements
include all adjustments (consisting of normal recurring accruals) necessary for
the fair representation of the consolidated financial position and the
consolidated results of operations.   The consolidated results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.  The interim condensed
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements for the year end December 31, 2007 appearing
in Form 10K-SB filed on April 11, 2008.





(E)
            Impairment of
      Vessel





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.  The Company
recorded an impairment charge on the Babe in the amount of $864,926 for the
three months ending September 30, 2009.  $300,000 was for the
approximately cost of disposal for the Babe.   The remaining
$564,926 was for the impairment of the fair market value of the
Babe.





(F)
            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.





Note
3- Related Party
Transactions





Revolving
Note “A” issued on January 5, 2006





For the
period ended June 30, 2008  the company renegotiated the maturity date
from February 20, 2008 to December 15, 2008.  The balance at September
30, 2008 was $206,662 ($132,235 in principal and $74,427 in accrued
interest).


10


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





The
Company increased the availability on the revolving note to
$750,000.  The balance at September 30, 2008 was $620,827 ($573,950 in
principal and $46,877 in accrued interest).





The
Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by
the Chairman of the Board of Directors.    The fair market
value of this rent is $250 per month and is recorded as $1500 rent expense and a
corresponding related party liability for the six month ended September 30, 2008
and 2007.   On September 30, 2008, this debt was forgiven and
converted into additional paid 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 September 30, 2008.  These
services and a corresponding related party liability was
recorded.   On September 30, 2008, this debt was forgiven and
converted into additional paid in capital.





Note
4 – Fixed
Assets





Fixed
assets as of September 30, 2008 consisted of:





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





Depreciation
expense for the nine months ended September 30, 2008 and 2007 amounted to $292
and $276, respectively.  No depreciation has been taken on the vessel,
as it was not yet operational as of September 30, 2008.





Note
5 – Greystone Business
Credit II, LLC





In June,
2008, Greystone Business Credit II and the Company agreed for Greystone Business
Credit II to make additional advances to the Company under the Loan to increase
the aggregate loans outstanding thereunder up to the following; (i) the lesser
of 72.5% of the appraised fair market value of the yacht Aurora (net of
appraisal, documentation and other related expenses) or (ii)
$3,200,000.   This money is to be used to repay the monies owed
with respect to Revolving Note A.  Any remaining unfunded availability
may be used as working capital.  The Company is required to pay
interest only on all obligations owing under the Loan until October 15, 2008 at
which time it begins amortization of the loan principal over forty-eight
months.   In addition, all net time-share revenues generated by
the Pacific Aurora shall be applied as mandatory prepayments to reduce principal
on such loan pursuant to the release prices agreed upon by Greystone Business
Credit and the Company.  The Note bears interest at a rate of 2.25%,
plus the prime interest rate.   During the nine months ended
September 30, 2008, the Company was funded an additional $1,197,021 on the
Pacific Aurora.  As of September 30, 2008, the balance on this loan
was $2,567,224.





The
Modification Letter also provides for the extinguishment of the bareboat lease
of the yacht Babe between Lender and Fractional on July 1, 2008 and for the
Company to purchase the Babe for the purchase price of $2,289,926. The Company
is required to pay interest only on all obligations owing under the Loan until
October 15, 2008 at which time principal will be amortized over forty-eight
months. The Note bears interest at a rate of 2.25%, plus the prime interest
rate.  During the nine months ended September 30, 2008, the Company
was funded an additional $60,076 for the Babe.   As of September
30, 2008 the balance on this loan was $2,350,002.


11


Minimum
future required payments under the agreement with Greystone are as
follows:





Year Ending December 31,
                  
                  Amount2009
                  
                  $
                  1,213,8732010
                  
                  $
                  1,213,8732011
                  
                  $
                  1,213.8732012
                  
                  $
                  972,140





Note
6 – Restatements





The
accompanying unaudited consolidated financial statements have been restated for
the matters discussed below. All associated footnote disclosures have been
revised for the matters giving rise to the financial statement restatements. In
addition, certain of our footnotes have been augmented to provide expanded
information about certain transactions and accounting therefore.





Impairment of
Vessel





The
Company had not recorded an impairment charge on the vessel the
“Babe”.   These financials have been corrected to record an
impairment charge $864,926 on the Babe recognized as a result of the evaluation
of the fair market value of the vessel in the amount of $564,926 and the
approximately costs to dispose of it accordingly in the amount of
$300,000.





Reclassification of forgiven
payroll





The
Company had deducted accrued payroll of $241,667, incurred $171,677 of payroll
forgiveness and $69,900 in APIC as the result of an officer of exchanging
$241,667 worth of accrued payroll for 100,000 shares of common
stock.  These financials have been corrected to state that the Company
reported $241,577 in additional paid in capital and $100 in common stock on the
financials as a result of the officer completing this exchange.  The
stock was valued based on the five day average trading value of the stock on the
date of the exchange.





The
following schedule illustrates the effects on the account classifications
resulting from the above restatements:





For the
nine months ending September 30, 2008





Net
      Loss Applicable to Stockholders, as previously reported
                    
                    $
                    (944,570
                    )Adjustments:Impairment
      of Vessel
                    
                    
                    (864,926
                    )Payroll
      and Related Expenses
                    
                    
                    (171,667
                    )Net
      Loss Applicable to Stockholders, as restated
                    
                    
                    (1,981,163
                    )Basic
      and Diluted Loss per Common Share (as previously state)
                    
                    $
                    (0.02
                    )Basic
      and Diluted Loss per Common Share (as Restated)
                    
                    $
                    (0.09
                    )


12


Note
7 – Subsequent
Event





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 interested in the ship
“Pacific Aurora” in the Federal Court in Vancouver, BC Canada for admiralty
action.     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
Fraction Marine in the amount of $215,193.   This suit is
currently pending.


13





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-KSB for the year ended December 31, 2007.





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 currently pursuing additional opportunities with the vessel, Pacific Aurora
which it purchased in 2007.   The Company is working with a
maritime lodging company in order to sell condos on the vessel that will take
weekend tours of the surrounding Pacific coastline.  Purchasers may
live aboard full-time, cruise only on weekends, rent out their condos as
investment income, or any combination which suits their individual
purposes.





With
respect to the vessel Babe, our intention is not to operate the vessel, but to
find a purchaser.





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 $1,981,163 and a negative cash
flow from operations of $607,475 for the nine months ended September 30,
2008.


14


Three
Months Ended September 30, 2008 and 2007:





Revenue:   Revenue
was $0 for the three months ended September 30, 2008 compared to $6,000 earned
in the three months ended September 30, 2007.   In the three
months ended September 30, 2008, the company had no
revenue.   The Company began marketing sales on the condos on the
vessel in July, 2009 and plans to have sales beginning in the fourth quarter of
2008.





Payroll and Related
Expenses:  Payroll and related expenses were $40,757 for the
three months ended September 30, 2008 compared to $89,610 for the three months
ended September 30, 2007.  The decrease of $48,853 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 $67,981 for the three months ended
September 30, 2008 compared to $82,962 for the three months ended September 30,
2007.  The net decrease of $14,981 is primarily due to a decrease in
consulting fees of $44,882 and an increase of legal and accounting fees of
$27,161in the three months ended September 30, 2008.





General and Administrative
Expenses:  General and administrative expenses were $49,666 and
$27,841 for the three months ended September 30, 2008 and 2007,
respectively.  General and administrative expenses increased by
$33,825 in the three months ended September 30, 2008 as compared to the three
months ended September 30, 2007. This increase is mainly due to the increase in
travel.   The Company is now is working with a maritime lodging
company in order to sell condos on the vessel that will take weekend tours of
the surrounding Pacific coastline.





Selling
Expenses:   Selling expenses were $57,765 and ($54) for
the three months ended September 30, 2008 and 2007
respectively.  During the three months ending September 30, 2008, the
company has been focusing on selling condos on the vessel.  With this
focus, the Company has experienced a significant increase in its advertising
costs.





Impairment of
Vessel:   Impairment charges were $864,926 and $0 for the
three months ended September 30, 2008 and 2007, respectively.  During
the three months ending September 30, 2008, the Company recorded an impairment
charge against the Babe to reflect the current fair market value and the costs
of disposal.  $300,000 was for the approximately cost of disposal for
the Babe.   The remaining $564,926 was for the impairment of the
fair market value of the Babe.





Operating
Expenses:  Operating expenses were $76,744 for the three months
ended September 30, 2008 compared to $192,983 for the three months ended
September 30, 2007.   Operating expenses decreased by $116,238
during the three months ended September 30, 2008.  This decrease can
be attributed to a decrease in crew-related expenses and supplies for the
Pacific Aurora. The decrease is due to cost incurred in 2007 for setting up the
ship and training of the crew.  In 2008 we only maintained a skeleton
crew. In 2008 we incurred a one-time inspection fee from our lender of
$35,985.  For the three months ended September 30, 2008, the majority
of the expenses were as follows: ship insurance was $14,644, inspection fees
were $38,853, and crew-related expenses were $15,894.  For the three
months ended September 30, 2007, the majority of the expenses were as follows:
ship insurance was $11,473,   supplies were $50,726, security was
$5,000, and crew-related expenses were $117,795.





Other Income
(Expenses):  Other Income (Expenses) was ($173,627) for the
three months ended September 30, 2008 and Other Income (Expenses) was $9,199 for
the three months ended September 30, 2007.   For the three months
ended September 30, 2008, we had an increase in expenses of
$182,466.   For the three months ending September 30, 2008, the
Company incurred additional loan service fees and additional interest expense
due to the increase in borrowing from related parties and
Greystone.  Additionally, during the three months ended September 30,
2007, the Company applied for a refund of the sales tax paid on the purchase of
the Pacific Aurora in the amount of $81,770 and this refund was approved in
September, 2007 by the Canadian government.


15


Net
Loss:  Net loss was $1,502,772 and $378,143 for the three
months ended September 30, 2008 and 2007, respectively. The increase in net loss
is primarily attributed to impairment charges in the three months ended
September 30, 2007.





Nine  Months
Ended September 30, 2008 and 2007:





Revenue:   Revenue
was $12,000 for the nine months ended September 30, 2008 compared to $82,308
earned in the nine months ended September 30, 2007.    In
the nine months ended June 30, 2008, the company had no revenue with respect to
the condo sales.  As of July 1, 2008, the Company began marketing the
sales on condos on the vessel.





Payroll and Related
Expenses:  Payroll and related expenses were $140,081 for the
nine months ended September 30, 2008 compared to $266,377 for the nine months
ended September 30, 2007.  The decrease of $126,296 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 $167,053 for the nine months ended
September 30, 2008 compared to $165,235 for the nine months ended June 30,
2007.    Professional fees are consistent with prior
periods.    However, the Company was pursuing opportunities
in a new industry referred to as cruise timeshares, which combines traditional
real estate timeshares with commercial cruise vacations.   The
Company is now is working with a maritime lodging company in order to sell
condos on the vessel that will take weekend tours of the surrounding Pacific
coastline.  This change in focus will require the continued investment
in professional fees.





General and Administrative
Expenses:  General and administrative expenses were $91,418 and
$71,017 for the nine months ended September 30, 2008 and 2007,
respectively.  General and administrative expenses decreased by
$20,401 in the nine months ended September 30, 2008 as compared to the nine
months ended September 30, 2007.  This increase is primarily due to
the increase in travel of $17,165.  The Company was pursuing
opportunities in a new industry referred to as cruise timeshares, which combines
traditional real estate timeshares with commercial cruise
vacations.   The Company is now is working with a maritime
lodging company in order to sell condos on the vessel that will take weekend
tours of the surrounding Pacific coastline





Selling
Expenses:   Selling expenses were $60,331 and $765 for the
nine months ended September 30, 2008 and 2007 respectively.  During
the nine months ending September 30, 2008, the company has been focusing on
selling condos on the vessel.  With this focus, the Company has
experienced a significant increase in its advertising costs.





Impairment of
Vessel:   Impairment charges were $864,926 and $0 for the
three months ended September 30, 2008 and 2007, respectively.  During
the three months ending September 30, 2008, the Company recorded an impairment
charge against the Babe to reflect the current fair market value and the costs
of disposal.  $300,000 was for the approximately cost of disposal for
the Babe.   The remaining $564,926 was for the impairment of the
fair market value of the Babe.





Cost of
Sales:    Cost of sales were $128,125 for the nine
months ended September 30, 2008 compared to $0 during the nine months ended
September 30, 2007.  The increase in this expense was due to the
charter hire agreement for the Babe.





Operating
Expenses:  Operating expenses were $229,578 for the nine months
ended September 30, 2008 compared to $311,586 for the nine months ended
September 30, 2007.   This decrease of $82,008 is attributable to
decrease in supplies, crew and crew training in 2007.  We are
presently only maintaining a skeleton crew on the Pacific Aurora. For the nine
months ended September 30, 2008 we incurred a one-time inspection free from our
lender of $35,985.  For the nine months ended September 30, 2008, the
majority of the expenses were as follows: ship insurance was $38,574, navigation
services were $12,580, parts and supplies were $38,683, inspection fees were
$46,840 and crew related expenses were $73,070. For the nine months ended
September 30, 2007, the majority of the expenses were as follows: ship insurance
was $49,758, supplies were $76,438, security was $5,884, and crew related
expenses were $163,692.


16


Other Income
(Expenses):  Other Expenses was $311,651 for the nine months
ended September 30, 2008, and Other Expenses was$150,051 for the nine months
ended September 30, 2007, an increase of $161,600 for the nine months ended
September 30, 2008. The difference is primarily due an increase in interest
expense of $123,839 during the nine months ended September 30,
2008.





Net
Loss:  Net loss was $1,981,163 and $882,723 for the nine months
ended September 30, 2008 and 2007, respectively. The increase in net loss is
primarily attributed to the increase in interest expense and impairment charges
during the nine months ended September 30, 2008.





Liquidity
and Capital Resources





For the
nine months ended September 30, 2008, we had a negative cash flow from
operations of $670,475 compared to a negative cash flow of $508,643 as of
September 30, 2007, an increase in the negative cash flow of
$161,832.  Since inception, we have been dependent upon proceeds of
loans from our stockholders and receipt of capital investment to fund our
continuing activities.





For the
nine months ended September 30, 2008, we had a net loss of $1,981,163 compared
to a net loss of $882,723 for the nine months ended September 30, 2007, an
increase in the net loss of $1,098,440.





For the
nine months ended September 30, 2008, the majority of the officers waived their
payroll as of March 1, 2008 and will continue to do so until the Company has
sustainable revenues.





For the
period ended September 30, 2008, the company renegotiated the maturity date from
February 20, 2008 to December 15, 2008 on Revolving Note “A” issued on January
5, 2006.  The balance at September 30, 2008 was $206,662 ($132,325 in
principal and $74,427 in accrued interest).   $496,000 was paid
down from the proceeds from the June 12 Modification Agreement with Greystone
Business Credit II.





In June,
2008, Greystone Business Credit II and the Company agreed for Greystone Business
Credit II to make additional advances to the Company under the Loan to increase
the aggregate loans outstanding thereunder up to the following; (i) the lesser
of 72.5% of the appraised fair market value of the yacht Aurora (net of
appraisal, documentation and other related expenses) or (ii)
$3,200,000.   This money is to be used to repay the monies owed
with respect to Revolving Note A.  Any remaining unfunded availability
may be used as working capital.  The Company is required to pay
interest only on all obligations owing under the Loan until October 15, 2008 at
which time it begins amortization of the loan principal over forty-eight
months.   In addition, all net time-share revenues generated by
the Pacific Aurora shall be applied as mandatory prepayments to reduce principal
on such loan pursuant to the release prices agreed upon by Greystone Business
Credit and the Company.  The Note bears interest at a rate of 2.25%,
plus the prime interest rate.   During the nine months ended
September 30, 2008, the Company was funded an additional $1,197,021 on the
Pacific Aurora.  As of September 30, 2008, the balance on this loan
was $2,567,224.





The
Modification Letter also provides for the extinguishment of the bareboat lease
of the yacht Babe between Lender and Fractional on July 1, 2008 and for the
Company to purchase the Babe for the purchase price of $2,289,926. The Company
is required to pay interest only on all obligations owing under the Loan until
October 15, 2008 at which time principal will be amortized over forty-eight
months. The Note bears interest at a rate of 2.25%, plus the prime interest
rate.  During the nine months ended September 30, 2008, the Company
was funded an additional $60,076 for the Babe.   As of September
30, 2008 the balance on this loan was $2,350,002.


17


The
Company increased the availability on the Revolving Note “B” issued on August 1,
2007, to $750,000.  The balance at September 30, 2008 was $620,872
($573,950 in principal and $46,877 in accrued interest)





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.The Company expects to begin condo sales in
the 1st quarter of 2009, which is expected to produce positive income and cash
flow for the company.  However, we cannot be assured that there will
be buyers interest in acquiring the condos or the volume or timing of such
sales, or any.  With these sales the Company anticipates that it will
become less reliant on short-term financing.  All sales generated from
any activities by the company and its subsidiaries are required to repay the
Greystone debt first.  The Company will need to continue to look for
additional financing to fund its working capital needs.”





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.The Company has been actively marketing the
sale of the condos and expects to continue doing so in the 1st quarter of 2009,
which is expected to produce positive income and cash flow for the
company.  With these sales the Company anticipates that it will become
less reliant on short-term financing.





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





As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of September 30, 2008 to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is: (1) accumulated and communicated to
our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure;
and (2) recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms.


18


Changes in internal control over
financial reporting.





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


19





PART
II – OTHER INFORMATION





Item
1.  Legal Proceedings - None





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 eleven 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
February 20, 2009. Note 1 has an interest rate of 10% and as of September 30,
2008, the principal balance was $132,235.





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%.   On September 6, 2007 a first amendment was issued on Note
B increasing the aggregate amount to $200,000.  On November 27, 2007 a
second amendment was issued on Note B increasing the aggregate amount to
$300,000. On January 4, 2008 a third amendment was issued on Note B increasing
the aggregate amount to $400,000.  On February 11, 2008 a fourth
amendment was issued on Note B increasing the aggregate amount to
$500,000.  On April 16, 2008, a fifth amendment was issued on Note B
increasing the aggregate amount to $650,000, confirming the maturity date of
Note B as December 31, 2008 and waiving all accrued and unpaid interest on Note
B in the event of a repayment of Note B in full prior to September 30,
2008.  On June 25, 2008, a sixth amendment was issued on Note B
increasing the aggregate amount to $750,000.  The principal balance on
Note 2 was $620,827 as of September 30, 2008.





Per the
Modification Letter dated June 12, 2008, Greystone Business Credit II and the
Company agreed for Greystone Business Credit II to make additional advances to
the Company under the Loan to increase the aggregate loans outstanding there
under up to the following; (i) the lesser of 72.5% of the appraised fair market
value of the yacht Aurora (net of appraisal, documentation and other related
expenses) and (ii) $3,200,000.   This money is to be used to
repay the monies owed with respect to Revolving Note A.  Any remaining
unfunded availability may be used as working capital.  The Company is
required to pay interest only on all obligations owing under the Loan until
October 15, 2008 at which time it begins amortization of the loan principal over
forty-eight months.   In addition, all net time-share revenues
generated by the Pacific Aurora shall be applied as mandatory prepayments to
reduce principal on such loan pursuant to the release prices agreed upon by
Greystone Business Credit and the Company.  The Modification Letter
also provides for the extinguishment of the bareboat lease of the yacht Babe
between Lender and Fractional on July 1, 2008 and for the Company to purchase
the Babe.  The principal balance due as of September 30, 2008 to
$4,917,266.





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).


20





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 FiveCruises, 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)


21





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 GrowthVentures, 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 GrowthVentures, 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 GrowthVentures, 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)


22





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)


23





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


24





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:
      April 30, 2009
              
              
              By:
              /s/  Craig
    HodgkinsCraig
      HodgkinsPresident
      and Director(Principal
      Executive Officer)Dated:
      April 30, 2009
              
              
              By:
              /s/ Katherine OstruszkaKatherine
      OstruszkaChief
      Financial Officer and Controller(Principal
      Financial Officer)


25