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 September 30, 2009







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





For the
transition period from ________________ to _______________





333-128077


(Commission
file number)





MARINE
GROWTH VENTURES, INC.


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








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








405-A
Atlantis Road


Cape
Canaveral, Florida 32920


(Address
of principal executive offices)





(414)
283-2620


(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   □
Yes  □ 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 November 10, 2009 – 21,839,500 shares
of common stock.





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


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












MARINE
GROWTH VENTURES, INC.


FORM
10-Q


QUARTERLY
PERIOD ENDED SEPTEMBER 30, 2009


TABLE
OF CONTENTS





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

                                                                                                    December 31,
      2008 (Audited)
                                                                                                3Condensed
      Consolidated Statements of Operations for the Three and Nine
                                                                                                    Months
      Ended September 30, 2009 and 2008 (Unaudited)4Consolidated
      Statements of Cash Flows for the Three and Nine Months Ended
                                                                                                    September 30,
      2009 and 2008 (Unaudited)5Notes
      to Condensed Consolidated Financial Statements as of September 30,
      2009
                                                                                                  (Unaudited)
                                                                                                6Item
      2.
                                                                                                Management’s
      Discussion and Analysis of Financial Condition

                                                                                                    and
      Results of Operations
                                                                                                8Item
      3.
                                                                                                Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                                12Item
      4.
                                                                                                Controls
      and Procedures
                                                                                                12PART
      II
                                                                                                OTHER
      INFORMATION
                                                                                                13Item
      1.
                                                                                                Legal
      Proceedings
                                                                                                13Item
      2.
                                                                                                Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                                                                13Item
      3.
                                                                                                Defaults
      Upon Senior Securities
                                                                                                13Item
      4.
                                                                                                Submission
      of Matters to a Vote of Security Holders
                                                                                                13Item
      5.
                                                                                                Other
      Information
                                                                                                13Item
      6
                                                                                                Exhibits
                                                                                                14SIGNATURES
                                                                                                
                                                                                                18CERTIFICATIONSCertification
      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


1





PART
I – FINANCIAL INFORMATION





ITEM
1 – FINANCIAL STATEMENTS












Marine
      Growth Ventures, Inc and SubsidiariesConsolidated
      Balance SheetsASSETSSeptember
      30, 2009
              (Unaudited)
            
            
            December 31,
      2008 (Audited)CURRENT
      ASSETSCash
            
            $
            1,504
            
            
            $
            7,897Prepaid
      Expenses
            
            
            803
            
            
            
            734Vessels
      Held for Sale
            
            
            1,498,670
            
            
            
            2,923,670Total
      Current Assets
            
            
            1,500,977
            
            
            
            2,932,301FIXED
      ASSETS, NET
            
            
            544
            
            
            
            818PREPAID
      FINANCING COSTS
            
            
            -
            
            
            
            2,258OTHER
      ASSETSRetainers
            
            
            6,991
            
            
            
            17,500Other
      Deposits
            
            
            1,656
            
            
            
            1,656Total
      Other Assets
            
            
            8,647
            
            
            
            19,156TOTAL
      ASSETS
            
            $
            1,510,168
            
            
            $
            2,954,533LIABILITIES
      AND STOCKHOLDER'S DEFICIENCYCURRENT
      LIABILITIESAccrued
      Payroll
            
            $
            428,756
            
            
            $
            434,235Accounts
      Payable
            
            
            398,366
            
            
            
            539,986Accrued
      Interest Payable
            
            
            315,843
            
            
            
            209,943Accrued
      Expenses
            
            
            326,431
            
            
            
            259,450Note
      Payable – Greystone
            
            
            2,770,967
            
            
            
            5,149,503Note
      Payable – Stockholder
            
            
            59,500
            
            
            
            59,500Note
      Payable – Other
            
            
            796,363
            
            
            
            648,613Total
      Current Liabilities
            
            
            5,096,226
            
            
            
            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
            
            
            832,327
            
            
            
            816,015Accumulated
      Deficit
            
            
            (4,396,345
            )
            
            
            (5,149,829
            )Accumulated
      Other Comprehensive (Loss)
            
            
            (43,880
            )
            
            
            (34,723
            )Total
      Stockholders' Deficiency
            
            
            (3,586,058
            )
            
            
            (4,346,697
            )TOTAL
      LIABILITIES & STOCKHOLDERS'DEFICIENCY
            
            $
            1,510,168
            
            
            $
            2,954,533





See
Accompanying Notes to Condensed Consolidated Financial Statements





2


Marine
      Growth Ventures, Inc and SubsidiariesConsoldiated
      Statement of Operations(Unaudited)Three
      Months Ended
            
            
            Nine
      Months EndedSeptember
      30,
            
            
            September
      30,2009
            
            
            2008
            
            
            2009
            
            
            2008REVENUEShip
      Management Fees and Consulting Income
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            12,000Cost
      of Sales
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (128,125
            )-
            
            
            
            -GROSS
      PROFIT (LOSS)
            
            
            
            
            
            
            
            
            
            
            -
            
            
            
            (116,125
            )EXPENSESPayroll
      and Related  Expenses
            
            
            8,008
            
            
            
            40,757
            
            
            
            35,746
            
            
            
            140,081Professional
      Fees
            
            
            48,632
            
            
            
            67,981
            
            
            
            155,812
            
            
            
            167,053General
      and Administrative Expenses
            
            
            12,487
            
            
            
            49,666
            
            
            
            32,419
            
            
            
            91,418Selling
      Expenses
            
            
            -
            
            
            
            57,765
            
            
            
            -
            
            
            
            60,331Impairment
      of Vessel
            
            
            -
            
            
            
            864,926
            
            
            
            -
            
            
            
            864,926Operating
      Expenses
            
            
            772
            
            
            
            76,744
            
            
            
            85,140
            
            
            
            229,578Total
      Expenses
            
            
            69,899
            
            
            
            1,157,839
            
            
            
            309,117
            
            
            
            1,553,387LOSS
      FROM OPERATIONS
            
            
            (69,899
            )
            
            
            (1,157,839
            )
            
            
            (309,117
            )
            
            
            (1,669,512
            )OTHER
      INCOME / (EXPENSE)Extinguishment
      Gain
            
            
            1,351,171
            
            
            
            -
            
            
            
            1,351,171
            
            
            
            -Interest
            
            
            (21,219
            )
            
            
            (123,573
            )
            
            
            (276,732
            )
            
            
            (242,878
            )Loan
      Service Fee
            
            
            -
            
            
            
            (19,109
            )
            
            
            -
            
            
            
            (31,775
            )Other
            
            
            -
            
            
            
            (30,585
            )
            
            
            (11,837
            )
            
            
            (36,998
            )Total
      Other Income (Expense)
            
            
            1,329,952
            
            
            
            (173,267
            )
            
            
            1,062,602
            
            
            
            (311,651
            )NET
      INCOME / (LOSS)
            
            $
            1,260,053
            
            
            $
            (1,331,106
            )
            
            $
            753,485
            
            
            $
            (1,981,163
            )Basic
      and diluted loss per common share
            
            $
            0.06
            
            
            $
            (0.06
            )
            
            $
            0.03
            
            
            $
            (0.09
            )Weighted
      average number of commonshares
      outstanding - basic and diluted
            
            
            21,839,500
            
            
            
            21,839,500
            
            
            
            21,839,500
            
            
            
            21,839,500







See
Accompanying Notes To Condensed Consolidated Financial Statements






3





Marine
      Growth Ventures, Inc and SubsidiariesConsolidated
      Statements of Cash Flows(Unaudited)Nine
      Months EndedSeptember
      30,2009
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Income / (Loss)
            
            $
            753,485
            
            
            $
            (1,981,163
            )Adjustments
      to reconcile net loss to net cashused
      in operating activitiesDepreciation
      & Amortization
            
            
            274
            
            
            
            16,917Donated
      Rent & Services
            
            
            16,313
            
            
            
            13,313Impairment
      of Vessel
            
            
            
            
            
            
            864,926Extinguishment
      Gain
            
            
            (1,351,171
            )
            
            
            -Changes
      in Operation Assets & Liabilities:Accounts
      Receivable
            
            
            -
            
            
            
            6,000Prepaid
      Expense
            
            
            -
            
            
            
            -Other
      Receivables
            
            
            -
            
            
            
            501Retainer
            
            
            10,509Prepaid
      Insurance
            
            
            (69
            )
            
            
            (354
            )Accrued
      Payroll
            
            
            (5,479
            )
            
            
            66,093Accounts
      Payable & Accrued Expenses
            
            
            154,419
            
            
            
            226,872Accrued
      Interest Payable
            
            
            276,732
            
            
            
            118,920Deferred
      Expenses
            
            
            -
            
            
            
            -Net
      Cash Used by Operating Activities
            
            
            (144,987
            )
            
            
            (670,475
            )CASH
      FLOWS FROM FINANCING ACTIVITIESPayment
      on Note Payable – Greystone
            
            
            
            
            
            
            (141,499
            )Cash
      Overdraft
            
            
            -
            
            
            
            (17,343
            )Proceeds
      From Note Payable - Stockholder
            
            
            
            
            
            
            384,983Proceeds
      From Note Payable – Related Party
            
            
            147,750
            
            
            
            448,450Net
      Cash Provided by Financing Activities
            
            
            147,750
            
            
            
            674,591Currency
      Conversion Gain/Loss
            
            
            (9,157
            )
            
            
            (238
            )NET
      INCREASE (DECREASE) IN CASH:
            
            
            (6,394
            )
            
            
            3,878BEGINNING
      CASH
            
            
            7,897
            
            
            
            -ENDING
      CASH
            
            $
            1,504
            
            
            $
            3,878


SUPPLEMENTAL
      DISCLOSURES OF CASH ITEMSInterest
      Paid
            
            $
            -
            
            
            $
            125,365Income
      Taxes Paid
            
            
            -
            
            
            
            -SUPPLEMENTAL
      DISCLOSURES OF NON-CASH  INVESTING & FINANCING
      ACTIVITESGreystone
      (Pacific Aurora)
            
            
            -
            
            
            $
            1,197,021Payment
      on Note Payable - Stockholder
            
            
            -
            
            
            
            (1,021,798
            )Payment
      on Accrued Interest
            
            
            -
            
            
            
            (25,223
            )Payments
      on Note Payable – Related Party
            
            
            -
            
            
            
            (150,000
            )Greystone
      (Babe)
            
            
            -
            
            
            
            2,350,002Purchase
      of Fixed Assets (Babe)
            
            
            -
            
            
            
            (2,289,926
            )Advances
      on Ship Purchases
            
            
            -
            
            
            
            (60,076
            )Additional
      Paid-In Capital
            
            
            -
            
            
            
            (241,567
            )Common
      Stock
            
            
            -
            
            
            
            (100
            )Accrued
      payroll
            
            
            -
            
            
            
            241,667Vessel
      (Babe)
            
            
            (1,425,000
            )
            
            
            -Note
      Payable Greystone (Babe)
            
            
            2,378,536
            
            
            
            -Accrued
      Interest (Babe)
            
            
            170,833
            
            
            
            -Accrued
      Expenses (Babe)
            
            
            226,802
            
            
            
            -Extinguishment
      Gain  (Babe)
            
            
            (1,351,171
            )
            
            
            -








See
Accompanying Notes To Condensed Consolidated Financial Statements










4


Marine
Growth Ventures, Inc. and Subsidiaries


Notes
to Condensed Consolidated Financial Statements


As
of September 30, 2009 (Unadudited)





Note
1 – Organization and
Operations, Going Concern and Bankruptcy





A.
            Organization and
      Operations





Marine
Growth Ventures, Inc. (“MGV”) was formed and incorporated in the state of
Delaware on November 6, 2003.  MGV is a holding company that conducts
its operations primarily through a wholly-owned subsidiary, Sophlex Ship
Management, Inc. (“Sophlex”).  MGV, Marine Growth Finance &
Charter, Inc., Inc., Sophlex Ship Management, Inc., Marine Growth Freight, Inc.,
Marine Aggregates, Inc., Gulf Casino Cruises, Inc., Ship Timeshare Management,
Inc., Marine Growth Canada, Ltd., Fractional Marine, Inc., Cruiseship Share
Owners Association, Inc. and Pacific Aurora Cruise Association, Inc. are
referred to collectively herein as the “Company”.





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





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





B.  Going
Concern





Since its
inception, the Company has been dependent upon the proceeds of loans from its
stockholders and the receipt of capital investments to fund its continuing
activities.  The Company has incurred operating losses since its
inception.  The Company expects to incur significant increasing
operating losses over the next several years, until we can maintain a consistent
revenue stream.   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, 2009, the
Company had a net income of $753,485 and a negative cash flow from operations of
$144,987 and as September 30, 2009, the Company had a working capital deficiency
of $3,595,249 and a stockholders’ deficiency of $3,586,058.  As a
result of the above, the accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern.   The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.





C.  Bankruptcy of Marine Growth
Canada, Ltd., a wholly owned subsidiary of Marine Growth Ventures,
Inc.





On July
2, 2009, the Supreme Court of the British Columbia in Bankruptcy declared Marine
Growth Canada, Ltd (“MGC”) bankrupt under the laws of British
Columbia.   The court appointed a Trustee to manage the affairs
and property of Marine Growth Canada, Ltd.  The assets
of  MGC consists of the vessel the Pacific Aurora and its
furnishings.





The
assets of MGC total $1,506,770 and the liabilities total $3,018,839 at June 30,
2009, the company has not recorded any additional income or expenses due to the
bankruptcy.   At this time the trustee has notified us that there
are minimal transactions that have been dispersed.





5


Note
2 - Summary of
Significant Accounting Policies





(A)
            Principles of
      Consolidation





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





(B)
            Use of
      Estimates





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





(C)
            Loss
      per  Share





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





(D)
            Interim
      Condensed  Consolidated Financial
    Statements





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





(E)
            Recent Accounting
      Pronouncements





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





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





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





6


Note
3- Related Party
Transactions





Revolving
Note “A” issued on January 5, 2006





The
balance at September 30, 2009 was $124,881 ($59,500 in principal and $65,381 in
accrued interest).





Revolving Note “B” issued on August 1,
2007





The
Company borrowed an additional $147,750 during the nine months ended September
30, 2009.  The balance at September 30, 2009 was $913,863 ($796,363 in
principal and $117,500 in accrued interest).  Since September 30,
2009, an additional $4,700 has been borrowed.





The
Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by
the Chairman of the Board of Directors.    The fair market
value of this rent is $250 per month and is recorded as $2250 rent expense and a
corresponding related party liability for the nine month ended September 30,
2009 and 2008.   On September 30, 2009, this debt was forgiven
and converted into additional paid in capital.





The
Company utilizes employees of an entity controlled by the Chairman of the Board
of Directors.    The value of the work done by the employees
of the entity controlled by the Chairman of the Board of Directors equated to
$16,313 during the nine months ending September 30, 2009.  These
services and a corresponding related party liability was
recorded.   On September 30, 2009, this debt was forgiven and
converted into additional paid in capital.





Note
4 – Settlement
Regarding the Vessel the Babe





In July
2009, the Company negotiated a settlement and release agreement with
Greystone.   On August 5, 2009, the Company finalized this
agreement with Greystone Maritime Holdings, LLC, Greystone Business Credit II,
L.L.C., and GBC Funding, LLC (collectively, “Greystone”) in connection with the
debt of the Company owed to Greystone and secured by the vessel the “Babe” and
Greystone’s purported sale of the vessel in April 2009 (the “Settlement”). 
Pursuant to the Settlement, in consideration for the payment of $23,025 by
Greystone to certain officers who performed work related to the Babe, the
Company released Greystone from all claims of the Company, and liabilities to
the Company, in connection with the purported sale of the vessel and agreed not
to challenge the sale or the receipt by Greystone of proceeds in connection with
the sale.  In connection with the settlement agreement, the company
wrote off the carrying amount of the vessel in the amount of $1,425,000, in
exchange for release of notes payable, accrued interest and other fees in the
amount of $2,776,171 and accordingly the company recorded an extinguishment gain
of $1,351,171.





Note
5 – Subsequent
Events





Pursuant
to Financial Accounting Standards Board Accounting Standards Codification
855-10, we have evaluated all events or transactions that occurred from
September 30, 2009 through November 12, 2009, the date our condensed
consolidated financial statements were issued. We did not have any material
recognizable subsequent events during this period.





7








ITEM
2 - MANAGEMENT’S DISCUSSION AND ANALYSIS





Forward-Looking
Statements





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





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





Background





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





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





Results
of Operations





Since our
inception, we have been dependent upon the proceeds of loans from our
stockholders and the receipt of capital investment to fund our continuing
activities.  We have incurred operating losses since our
inception.  We expect to incur significant increasing operating losses
over the next several years until we can maintain a consistent revenue stream.
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 loss from operations of $309,117
and  negative cash flow from operations of $144,987 for the nine
months ended September 30, 2009.





Three
Months Ended September 30, 2009 and 2008:





Payroll and Related
Expenses:  Payroll and related expenses were $8,008 for the
three months ended September 30, 2009 compared to $40,757 for the three months
ended September 30, 2008.  The decrease of $32,749 was due to the
waiving of the president’s payroll until the Company has sustainable
revenues.





Professional Fees:  Professional fees were $48,632 for the three months ended
September 30, 2009 compared to $67,981 for the three months ended September 30,
2008.  The net decrease of $19,349 is primarily due to a decease in
legal fees incurred with respect to the Greystone legal
proceedings.





General and Administrative
Expenses:  General and administrative expenses were $12,487 and
$49,666 for the three months ended September 30, 2009 and 2008,
respectively.  General and administrative expenses decreased by
$37,179 in the three months ended September 30, 2009 as compared to the three
months ended September 30, 2008. This decrease is mainly due to a decrease in
operations with the bankruptcy of Marine Growth Canada, Ltd and the settlement
with Greystone which released the vessel the Babe to Greystone.





8


Selling
Expenses:   Selling expenses were $0 and $57,765 for the
three months ended September 30, 2009 and 2008
respectively.   With the bankruptcy of Marine Growth Canada, Ltd
and the Pacific Aurora being held for sale, the Company is no longer marketing
condos for the vessel.





Impairment
Expenses:    Impairment charges were $0 and $864,926
for the three months ended September 30, 2009 and 2008,
respectively.    During the three months ended September 30,
2008, the Company had recorded an impairment charged against the Babe to reflect
the current fair market value and the costs of disposal.  $300,000 was
for the approximate 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 $772 for the three months
ended September 30, 2009 compared to $76,744 for the three months ended
September 30, 2008.   Operating expenses decreased by $75,972
during the three months ended September 30, 2009.    The net
decrease in operating expenses is primarily due to the settlement agreement with
Greystone which released the vessel the Babe to
Greystone.    Additionally, the Pacific Aurora no longer has
an operating crew.





Other
Income/(Expenses):  Other Income / (Expenses) was $1,329,952
for the three months ended September 30, 2009 compared to ($173,627) for the
three months ended September 30, 2008.   For the three months
ended September 30, 2009, we had an increase in other income of $1,503,219. This
increase was primarily due to the settlement agreement with Greystone which
released the vessel the Babe to Greystone.





Net
Income/(Loss):  Net income/(loss) was $1,260,053 and
($1,331,106) for the three months ended September 30, 2009 and 2008,
respectively. The increase in net income of $2,591,159 is attributed to the
settlement agreement with Greystone which released the vessel the Babe to
Greystone.





Nine
Months Ended September 30, 2009 and 2008:





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





Payroll and Related
Expenses:  Payroll and related expenses were $35,746 for the
nine months ended September 30, 2009 compared to $140,081 for the nine months
ended September 30, 2008.  The decrease of $104,335 was due to the
majority of the officers waiving their payroll as of March 1, 2008 and the
president waiving his payroll as of December 31, 2008, and will continue to do
so until the Company has sustainable revenues.





Professional Fees:  Professional fees were $155,812 for the nine months ended
September 30, 2009 compared to $167,053 for the nine months ended September 30,
2008.  The net decrease of $11,241 is primarily due to the decrease in
legal fees incurred with respect to the Greystone legal
proceedings.





General and Administrative
Expenses:  General and administrative expenses were $32,419 and
$91,418 for the nine months ended September 30, 2009 and 2008,
respectively.  General and administrative expenses decreased by
$58,999 in the nine months ended September 30, 2009 as compared to the nine
months ended September 30, 2008. This decrease is mainly due to a decrease in
operations with the bankruptcy of Marine Growth Canada, Ltd and the settlement
with Greystone which released the vessel the Babe to Greystone.





Selling
Expenses:   Selling expenses were $0 and $60,331 for the
nine months ended September 30, 2009 and 2008
respectively.   With the bankruptcy of Marine Growth Canada, Ltd
and the Pacific Aurora being held for sale, the Company is no longer marketing
condos for the vessel.





9


Impairment
Expense:   Impairment charges were $0 and $864,926 for the
nine months ended September 30, 2009 and 2008
respectively.   During the nine months ended 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 approximate 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:  Costs of sales were $0 and $128,125 for the nine months
ended September 30, 2009 and 2008 respectively.  The decrease in this
expense was due to the ending of the charter hire agreement for the
Babe.





Operating
Expenses:  Operating expenses were $85,140 for the nine months
ended September 30, 2009 compared to $229,578 for the nine months ended
September 30, 2008.   Operating expenses decreased by $144,438
during the nine months ended September 30, 2009.   The net
decrease in operating expenses is primarily due to the settlement agreement with
Greystone regarding the vessel the
Babe.     Additionally, the Pacific Aurora no longer
has an operating crew.





Other
Income/(Expenses):  Other Income/(Expenses) was $1,062,602 for
the nine months ended September 30, 2009 compared to $311,651 for the nine
months ended September 30, 2008.   For the nine months ended
September 30, 2009, we had an increase in other income of $1,374,253.The increase in net
income of $2,703,682 is attributed to the settlement agreement with Greystone
which released the vessel the Babe to Greystone.





Net
Income/(Loss):  Net income/(loss) was $753,485 and ($1,981,163)
for the nine months ended September 30, 2009 and 2008, respectively. The
increase in net income of $2,734,648 is attributed to the settlement agreement
with Greystone which released the vessel the Babe to Greystone.





Liquidity
and Capital Resources





On July
2, 2009, the Supreme Court of the British Columbia in Bankrupcty declared Marine
Growth Canada, Ltd bankrupt under the laws of British
Columbia.   The court appointed a Trustee to manage the affairs
and property of Marine Growth Canada, Ltd.  The assets of MGC total
$1,506,770 and the liabilities total $3,018,839 at June 30, 2009, the company
has not recorded any additional income or expenses due to the
bankruptcy.   At this time the trustee has notified us that there
are minimal transactions that have been dispersed.





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





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





For the
nine months ended September 30, 2009, we had a negative cash flow from
operations of $144,987compared to a negative cash flow of $670,475 as of
September 30, 2008, a decrease in the negative cash flow of
$525,488.  Since inception, we have been dependent upon proceeds of
loans from our stockholders and receipt of capital investment to fund our
continuing activities.





The
balance at September 30, 2009 on Revolving Note “A” issued on January 5, 2006
was $124,881 ($59,500 in principal and $65,381 in accrued
interest).





On August
5, 2009, the Company finalized an agreement with Greystone Maritime Holdings,
LLC, Greystone Business Credit II, L.L.C., and GBC Funding, LLC (collectively,
“Greystone”) in connection with the debt of the Company owed to Greystone and
secured by the vessel the “Babe” and Greystone’s purported sale of the vessel in
April 2009 (the “Settlement”).  Pursuant to the Settlement, in
consideration for the payment of $23,025 by Greystone to certain officers who
performed work related to the Babe, the Company released Greystone from all
claims of the Company, and liabilities to the Company, in connection with the
purported sale of the vessel and agreed not to challenge the sale or the receipt
by Greystone of proceeds in connection with the sale. In connection with the
settlement agreement, the company wrote off the carrying amount of the vessel in
the amount of $1,425,000, in exchange for release of notes payable, accrued
interest and other fees in the amount of $2,776,171 and accordingly the company
recorded an extinguishment gain of $1,351,171.





10


The
Company borrowed an additional $147,750 on the Revolving Note “B” issued on
August 1, 2007, during the nine months ended September 30,
2009.   At September 30, 2009 the balance on this note was
$913,863 ($796,363 in principal and $117,500 in accrued
interest).  Subsequent to September 30, 2009, the Company borrowed an
additional $4,700.





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 September 30, 2009 and December 31, 2008 as well as our related
consolidated statements of operations, and cash flows for the year ended
September 30, 2009, we have experienced, and expect to continue to experience,
recurring net losses, negative cash flows from operations, limited amount of
funds on our balance sheet.  Accordingly, we have substantial doubt about
our ability to continue as a going concern.  We have prepared our financial
statements on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business.  The consolidated financial statements do not include any
adjustments that might be necessary should we be unable to continue in
existence.





Off-Balance
Sheet Arrangements





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





Critical
Accounting Policies





Going
Concern:





Our ability to continue as
a going concern is dependent on our ability to obtain additional funds through
debt and equity funding as well as from sales of various
services.As we note in our consolidated balance sheets
as of September 30, 2009 and December 31, 2008 as well as our related
consolidated statements of operations, and cash flows for the year ended
September 30, 2009, we have experienced, and expect to continue to experience,
recurring net losses, negative cash flows from operations, limited amount of
funds on our balance sheet.  Accordingly, we have substantial doubt about
our ability to continue as a going concern.  We have prepared our financial
statements on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business.  The consolidated financial statements do not include any
adjustments that might be necessary should we be unable to continue in
existence.





Impairment





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





11


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-T – CONTROLS AND PROCEDURES





(a)
            Evaluation
      of Disclosure Controls and
Procedures





Disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) are designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC’s rules and
forms.   This information is also accumulated and communicated to
management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.  Our management, under the supervision and with the
participation of our principal executive officer and principal financial
officer, evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the most recent fiscal
quarter reported herein.  Based on that evaluation our principal
executive officer and principal financial officer concluded that our disclosure
controls and procedures were not effective as of September 30, 2009 because of
the material weaknesses disclosed below.





As
part of our quarterly evaluation of the effectiveness, design and operation of
our disclosure controls and procedures described above, we have concluded that
the following material weaknesses in internal control over financial reporting
that existed at December 31, 2008 continued to exist at September 30,
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.





A
material weakness in the Company’s internal controls exists in that 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 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





As result
of the amended financials for the period ended June 30, 2009, management
identified a weakness in its review process of disclosures of subsequent
events.





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.





(b)Changes in internal control over
financial reporting.





There
were changes in our internal control over financial reporting that occurred
during the last fiscal quarter that had materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





12





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





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





Item
3.   Defaults Upon Senior Securities - None





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





Item
5.   Other Information





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





On August
1, 2007, the Company issued a revolving note (“Note B”), with an aggregate
principal amount of $100,000 to an entity that is controlled by the Chairman of
the Board of Directors.   Funds are advanced to the Company, as
needed, to finance ongoing operations.  Note B 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 $796,363 as of
September 30, 2009.  Subsequent to September 30, 2009, the Company
borrowed an additional $4,700.





13


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).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)
 
 14
 10.10
                Guaranty
      in favor of Greystone Business Credit II LLC, by and among Marine Growth
      Ventures, Inc., Marine Growth Canada, Ltd. and Marine Growth Finance &
      Charter, Inc., dated as of March 27, 2007 (incorporated by reference to
      Exhibit 10.3 of Form 8-K filed March 28, 2007)10.11
                Revolving
      Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank
      P. Crivello (incorporated by reference to Exhibit 10.4 of Form 8-K filed
      March 28, 2007)10.12
                First
      Amendment to Revolving Note by and among Marine Growth
                  Ventures,
      Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to
      Exhibit 10.5 of Form 8-K filed March 28, 2007)10.13
                Second
      Amendment to Revolving Note by and among Marine Growth
                  Ventures,
      Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to
      Exhibit 10.6 of Form 8-K filed March 28, 2007)10.14
                Third
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit
      10.7 of Form 8-K filed March 21, 2007)10.15
                Forth
      Amendment to Revolving Note by and among Marine Growth
                  Ventures,
      Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to
      Exhibit 10.8 of Form 8-K filed March 28, 2007)10.16
                Fifth
      Amendment to Revolving Note by and among Marine Growth
                  Ventures,
      Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to
      Exhibit 10.9 of Form 8-K filed March 28, 2007)10.17
                Sixth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello.(incorporated by
      reference to Exhibit 10.10 of Form 8-K filed March 28,
    2007)10.18
                Seventh
      Amendment to Revolving Note by and among Marine Growth
                  Ventures,
      Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to
      Exhibit 10.11 of Form 8-K filed March 28, 2007)10.19
                Share
      Ship Agreement, date April 11, 2007, by and between Euro Oceans, Ltd.,
      Marine Growth Ventures, Inc., Marine Growth Canada, Ltd., Sophlex Ship
      Management, Inc. and Ship Timeshare Management, Inc. (incorporated by
      reference to Exhibit 10.1 of Form 8-K filed April 17,
  2007)10.20
                Eight
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc. its
      subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit
      10.1 of Form 8-K filed April 17,
2007)
  15
  10.21
                              Ninth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit
      10.10 of Form 8-K filed July 5, 2007)10.22
                              Bareboat
      Charter by and between Fractional Marine, Inc. and Greystone Maritime
      Holdings LLC, dated July 30, 2007 (incorporated by reference to Exhibit
      10.1 of Form 8-K filed August 7, 2007)10.23
                              Revolving
      Note by and among Marine Growth Ventures, Inc., its subsidiaries and
      Irrevocable Children’s Trust, dated August 1, 2007 (incorporated by
      reference to Exhibit 10.2 of Form 8-K filed August 7,
  2007)10.24
                              First
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated September 6, 2007
      (incorporated by reference to Exhibit 10.2 of Form 8-K filed September 10,
      2007)10.25
                              Tenth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit
      10.11 of Form 8-K filed September 25, 2007)10.26
                              Second
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated November 27, 2007
      (incorporated by reference to Exhibit 10.3 of Form 8-K filed November 28,
      2007)10.27
                              Third
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008
      (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8,
      2008)10.28
                              Forth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008
      (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14,
      2008)10.29
                              Fifth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008
      (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 17,
      2008).10.30
                              Eleventh
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello, dated March 19, 2008 (filed
      herewith)10.31
                              Third
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008
      (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8,
      2008)10.32
                              Forth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008
      (incorporated by reference to Exhibit 10.5 of Form 8-K filed February 14,
      2008)10.32
                              Fifth
      Amendment to the Revolving Note by and among Marine Growth Ventures, Inc.,
      its subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008
      (incorporated by reference to Exhibit 10.6 of Form 8-K filed April 16,
      2008)10.33
                              Sixth
      Amendment to the Revolving Note by and among Marine Growth Ventures, Inc.,
      its subsidiaries and Irrevocable Children’s Trust, dated June 25, 2008
      (incorporated by reference to Exhibit 10.7 of Form 8-K filed June 26,
      2008)10.34
                              Modification
      lf Agreement dated June 12, 2008 (incorporated by reference to Exhibit
      10.1 of Form 8-k filed August 11, 2008)10.35
                              Notice
      of default under Marine Growth Loan Agreement with Greystone Business
      Credit II, LLC dated February 9, 2009 (incorporated by reference to
      Exhibit 2.1 of Form 8-K filed on February 13, 2009)10.36
                              Seventh
      Amendment to the Revolving Note by and among Marine Growth Ventures, Inc.,
      its subsidiaries and Irrevocable Children’s Trust, dated April 24, 2009
      (filed
herewith)
  16
 10.37
                    Twelfth
      Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its
      subsidiaries and Frank P. Crivello, dated April 24, 2009 (filed
      herewith)10.38
                    Amendment
      to Bylaws of Marine Growth Ventures, Inc.  (incorporated by
      reference to Exhibit 3.1 to Form 8-k field on June 1,
  2009)
 31.1
                Certification
      of CEO Pursuant to 13a-14(a) under the Exchange Act31.2
                Certification
      of the CFO Pursuant to 13a-14(a) under the Exchange Act32.1
                Certification
      of the CEO pursuant to 18 U.S.C Section 135032.2
                Certification
      of the CFO pursuant to 18. U.S.C Section
1350
 17








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:  November
      12, 2009
              By:
              /s/ Craig
      HodgkinsCraig
      HodgkinsPresident
      and Director(Principal
      Executive Officer)


Dated:  November
      12, 2009
              By:
              /s/ Katherine
      OstruszkaKatherine
      OstruszkaChief
      Financial Officer and Controller(Principal
      Financial Officer)