MARINE GROWTH VENTURES INC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - MARINE GROWTH VENTURES INC	Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 - MARINE GROWTH VENTURES INC	ex312.htm
EX-32.2 - EXHIBIT 32.2 - MARINE GROWTH VENTURES INC	ex322.htm
EX-31.1 - EXHIBIT 31.1 - MARINE GROWTH VENTURES INC	ex311.htm
EX-32.1 - EXHIBIT 32.1 - MARINE GROWTH VENTURES INC	ex321.htm
EX-10.47 - EXHIBIT 10.47 - MARINE GROWTH VENTURES INC	ex1047.htm

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, 2011

[ ]	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.)

1818 N. Farwell Ave

Milwaukee, WI 53202

(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 [X ] No [ ]

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

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

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company 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 September 30, 2011 – 21,839,500 shares of common stock.

MARINE GROWTH VENTURES, INC.

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

TABLE OF CONTENTS


PART 1	FINANCIAL STATEMENTS	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2011 (Unaudited)	4
	and December 31, 2010 (Audited)

	Condensed Consolidated Statements of Operations for the Three And Nine	5
	Months Ended September 30, 2011 and 2010 (Unaudited)

	Consolidated Statements of Cash Flows for the Nine Months Ended	6
	September 30, 2011 and 2010 (Unaudited)

	Notes to Condensed Consolidated Financial Statements as of September 30, 2011	7
	(Unaudited)

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4.	Controls and Procedures	14

PART II	OTHER INFORMATION	15

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds17	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Removed and Reserved	15

Item 5.	Other Information	15

Item 6.	Exhibits	15

SIGNATURES		19

CERTIFICATIONS
	Certification of CEO Pursuant to 13a-14(a) under the Exchange Act23

	Certification of CFO Pursuant to 13a-14(a) under the Exchange Act24

	Certification of the CEO Pursuant to 18 U.S.C. Section 135025

	Certification of the CFO Pursuant to 18 U.S.C. Section 135026

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

Marine Growth Ventures, Inc. and Subsidiaries
Consolidated Balance Sheets

ASSETS
	September, 2011 (Unaudited)			December 31, 2010 (Audited-Restated)
CURRENT ASSETS
Cash	$	1,483		$	2,751
Total Current Assets		1,483			2,751

FIXED ASSETS, NET		-			87

TOTAL ASSETS	$	1,483		$	2,838

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Accrued Payroll	$	72,696		$	270,464
Accounts Payable		177,129			219,231
Accrued Interest Payable		399,151			307,021
Accrued Expenses		11,500			1,500
Liabilities of Discontinued Operations		75,392			75,392
Note Payable – Stockholder		59,500			59,500
Note Payable - Others		1,021,863			927,313
Total Current Liabilities		1,817,231			1,860,421

LONG TERM LIABILITIES
Note Payable – Others		349,881			369,881
Total Long Term Liabilities		349,881			369,881
TOTAL LIABILTIES		2,167,112			2,230,302

STOCKHOLDERS' DEFICIENCY
Preferred Stock, $0.001 par value, 5,000,000
shares authorized, none issued or outstanding
Common Stock, $0.001 par value, 100,000,000
shares authorized, 21,839,500 issued and outstanding		21,840			21,840
Additional Paid-In Capital		1,070,164			858,515
Accumulated Deficit		(3,212,033	)		(3,059,192	)
Accumulated Other Comprehensive (Loss)		(45,600	)		(48,627	)
Total Stockholders' Deficiency		(2,165,629	)		(2,227,464	)
TOTAL LIABILITIES & STOCKHOLDERS'
DEFICIENCY	$	1,483		$	2,838

See Accompanying Notes to Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc. and Subsidiaries

Consolidated Statement of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
REVENUE
COST OF SALES	$	-		$	-		$	-		$	-

GROSS PROFIT (LOSS)		-			-			-			-

EXPENSES
Payroll and Related Expenses		4,831			4,688			14,478			14,063
Professional Fees		9,458			3,961			33,527			(28,354	)
General and Administrative Expenses		3,000			4,807			11,404			12,413
Total Expenses		17,289			13,456			59,409			(1,878	)

(LOSS) FROM OPERATIONS		(17,289	)		(13,456	)		(59,409	)		1,878

OTHER (EXPENSE)
Interest		(33,023	)		(27,258	)		(92,114	)		(74,909	)
Other		(422	)		(460	)		(1,319	)		(2,488	)
Total Other Expense		(33,445	)		(27,718	)		(93,433	)		(77,397	)

(LOSS) FROM CONTINUING OPERATIONS	$	(50,734	)	$	(41,174	)	$	(152,842	)	$	(75,519	)

LOSS FROM DISCONTINUED OPERATIONS		-			-			-			(80,000	)

NET INCOME/(LOSS)	$	(50,734	)	$	(41,174	)	$	(152,842	)	$	(155,519	)

Basic and diluted loss per common share
Continuing Operations	$	(0.00	)	$	( 0.00	)	$	(0.00	)	$	(0.01	)
Discontinued Operations	$	(0.00	)	$	( 0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of common
shares outstanding - basic and diluted		21,839,500			21,839,500			21,839,500			21,839,500

See Accompanying Notes To Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
	Nine Months Ended
	September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) from Continuing Operations	$	(152,842	)	$	(75,519	)
Net (Loss) from Discontinued Operations		-			(80,000	)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation & Amortization		87			274
Donated Rent & Services		14,062			16,063
Changes in Operation Assets & Liabilities:
Retainer		-			20,000
Prepaid Insurance		-			482
Accrued Payroll		(182	)		-
Accounts Payable & Accrued Expenses		(32,085	)		24,537
Accrued Interest Payable		92,114			74,909
Net Cash Used by Operating Activities		(78,846	)		(19,254	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds From Note Payable – Related Party		74,500			20,400
Net Cash Provided by Financing Activities		74,500			20,400

Currency Conversion Gain/Loss		3,078			(1,164	)

NET INCREASE (DECREASE) IN CASH:		(1,269	)		(18	)

BEGINNING CASH		2,751			1,570

ENDING CASH	$	1,483		$	1,552

SUPPLEMENTAL DISCLOSURES OF CASH ITEMS
Interest Paid	$	-		$	-
Income Taxes Paid		-			-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING & FINANCING ACTIVITES
Accrued Expenses Converted to Notes Payable		-			269,881
Accounts Payable Converted to Notes Payable					120,000
Notes Payable for Professional Fees					(389,881	)
Accrued Payroll		197,586
APIC		(197,586	)

See Accompanying Notes To Condensed Consolidated Financial Statements

Marine Growth Ventures, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of September 30, 2011 (Unaudited)

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 was a holding company that conducted 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.

During the nine months ended September 30, 2011, the Company discontinued all marine operations with the loss of the remaining vessel and is currently pursuing other business opportunities inside and outside 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, 2011, the Company had a net loss of $152,842 and a negative cash flow from operations of $78,846 and as of September 30, 2011, the Company had a working capital deficiency of $1,815,749 and a stockholders’ deficiency of $2,165,629. 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 total $1,142 and the liabilities total $74,330 at September 30, 2011. At this time the trustee has notified us that there are minimal assets that remain to be distributed to creditors.

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, 2011 and for the three and nine months ended September 30, 2011 and 2010 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, 2010 appearing in Form 10Ka filed on May 12, 2011.

(E)	Recent Accounting Pronouncements

Management is of the opinion that none of the recent accounting pronouncements will have a material impact on our financial statements.

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

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

Note 3- Related Party Transactions

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 A had a maturity date of June 30, 2006. As a result of thirteen amendments to Note A, the principal amount of Note A was increased to $800,000 and the maturity date of Note A was extended to December 31, 2011. Note A has an interest rate of 10%. As of September 30, 2011, the balance on this loan is $136,781 ($59,500 in principal and $77,281 in interest).

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 nine amendments to Note B, the principal amount of Note B was increased to $1,050,000 and the maturity date was extended to December 31, 2011. During the nine months ended September 30, 2011, the Company received $74,550 on this loan. As of September 30, 2011, the balance on this loan is $1,273,036 ($981,863 in principal and $291,173 in interest).

The Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by the Chairman of the Board of Directors. On March 1, 2010, the Company entered into a month-to-month lease agreement with an entity controlled by the Chairman of the Board of Directors for $1,000 per month.

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 $14,061 during the nine months ending September 30, 2011. These services and a corresponding related party liability was recorded. During the nine months ended September 30, 2011, this debt was forgiven and converted into additional paid in capital.

Note 4 – Notes Payable - Others

In April, 2010, the Company signed a promissory note with Sichenzia, Ross, Friedman and Ference, LLP regarding their outstanding balance. The note took the reconciled outstanding balance due of $269,881 and converted it to a promissory note. The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable upon the maturity date of April 1, 2013. As of September 30, 2011, the balance on this loan is $290,104 ($269,881 in principal and $20,223 in interest)

In June, 2010, the Company signed a promissory note with Schreeder, Wheeler & Flint, LLP regarding their outstanding balance. The note took the reconciled outstanding balance due of $120,000 and converted it to a promissory note. The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable on each June 1 during the term of the Note unless the note is in default. At that time the interest rate will increase to 12% per annum. The Company shall also make principal payments of $20,000 on or before June 1, 2011 and June 1, 2012. The remaining outstanding balance shall be due and payable upon the maturity date of April 1, 2013. As of June 2011, the note is in default and the Company is accruing the interest rate at 12%. As of September 30, 2011, the balance on this loan is $130,475 ($120,000 in principal and $10,475 in interest.

Note 5 – Additional Paid In Capital

In September 2011, the Company signed a mutual release agreement with a former officer of the Company in which the officer waives and releases the Company of any past, present, or future wages, fees, or expenses. This release resulted in $197,586 worth of accrued payroll being credited towards APIC.

Note 6 – Discontinued Operations

Discontinued Liabilities consist of accounts payable items generated during the discontinued operations.

The carrying amounts of the liabilities of discontinued operations at September 30, 2011 and December 31, 2010, were as follows:

	September 30, 2011		December 31, 2010

Current Liabilities of Discontinued
Operations:

Accounts Payable	$	75,392	$	75,392
Total	$	75,392	$	75,392

Income from Discontinued Operations for the period ending September 30, 2011 and 2010, were as follows:

	September 30, 2011		September 30, 2010
Expenses From Discontinued Operations
Professional Fees	$	0	$	80,000
Total Expenses:		0		80,000

Loss From Discontinued Operations:	$	0	$	80,000

Note 7 – Subsequent Events

For the nine months ended September 30, 2011, the Company has evaluated subsequent events for potential recognition and disclosure as of the filing date of the Form 10 Q.

Revolving Note “B” issued on August 1, 2007

On October 11, 2011 the Company increased the availability on the revolving note to $1,050,000.

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, 2010.

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 $128,253 and a negative cash flow from operations of $78,846 for the nine months ended September 30, 2011.

Three Months Ended September 30, 2011 and 2010:

Payroll and Related Expenses: Payroll and related expenses were $4,831 for the three months ended September 30, 2011 compared to $4,688 for the three months ended September 30, 2010, representing an increase of $143. The increase is primarily due to an increase in payroll processing fees.

Professional Fees: Professional fees were $9,458 for the three months ended June 30, 2011 compared to $3,961 for the three months ended September 30, 2010. Professional fees increased by $5,497 in the three months ended September 30, 2011. The change in professionals is primarily due to an increase in accounting fees of $1,000, an increase in legal fees of $1,500 and an increase of other professional fees of $2,458.

General and Administrative Expenses: General and administrative expenses were $3,000 and $4,807 for the three months ended September 30, 2011 and 2010, respectively. General and administrative expenses decreased by $1,807 in the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. This decrease is primarily due to a decrease in taxes and licenses of $750, a decrease in depreciation of $91, and a decrease of miscellaneous expense of $1,233.

Other Expenses: Other Expenses were $33,445 and $27,719 for the three months ended September 30, 2011 and 2010, respectively. Other Expenses increased by $5,726 for the three months ended September 30, 2011. This increase was primarily due to an increase in interest.

(Loss) from Continuing Operations: Loss before income taxes was $50,734 for the three months ended September 30, 20111 while income before income taxes was $41,175 for the three months ended September 30, 2010. The three months ended September 30, 2011 had an increase of $9,559.

Nine Months Ended September 30, 2011 and 2010:

Payroll and Related Expenses: Payroll and related expenses were $14,478 for the nine months ended September 30, 2011 compared to $14,063 for the nine months ended September 30, 2010, representing an increase of $415. The increase is primarily due to an increase in payroll processing fees.

Professional Fees: Professional fees were $33,527 for the nine months ended September 30, 2011 compared to $(28,354) for the nine months ended September 30, 2010. Professional fees increased by $61,881 in the nine months ended September 30, 2011. This change is due to a decrease in accounting fees of $1,107, an increase of other professional fees of $7,915 and an increase of legal fees in the amount of $54,359 (due to an adjustment in professional fees due to an over accrual of fees in the in the nine months ended September 30, 2010).

General and Administrative Expenses: General and administrative expenses were $11,404 and $12,413 for the nine months ended September 30, 2011 and 2010, respectively. General and administrative expenses decreased by $1,009 in the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010. This decrease is primarily due to an increase in filing fees of $1,512 offset by a decrease in taxes and licenses of $620, a decrease in insurance of $482, a decrease in depreciation of $187, and a decrease of miscellaneous expense of $1,233.

Other Expenses: Other Expenses were $93,433 and $77,397 for the nine months ended September 30, 2011 and 2010, respectively. Other Expenses increased by $16,036 for the nine months ended September 30, 2011. This increase was primarily due to an increase in interest.

Loss from Continuing Operations: Loss before income taxes was $152,842 and $75,519 for the nine months ended September 30, 2011 and 2010, respectively, for an increase in loss of $77,323.

Loss from Discontinued Operations: Loss before income taxes was $0 and $80,000 for the nine months ended September 30, 2011 and 2010, respectively. The decrease in net loss is attributed to the settlement agreement with Euro Oceans.

Liquidity and Capital Resources

For the nine months ended September 30, 2011, we had a negative cash flow from operations of $78,846 compared to a negative cash flow of $19,254 as of September 30, 2010, an increase in the negative cash flow of $59,592. 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, 2011 on Revolving Note “A” issued on January 5, 2006 was $136,781 ($59,500 in principal and $77,281 in accrued interest).

The Company borrowed an additional $28,050 on the Revolving Note “B” issued on August 1, 2007, during the three months ended September 30, 2011. At September 30, 2011 the balance on this note was $1,273,036 ($981,863 in principal and $291,173 in accrued interest).

On April 1, 2010, the Company signed a promissory note with Sichenzia, Ross, Friedman and Ference, LLP regarding their outstanding balance. The note took the reconciled outstanding balance due of $269,881 and converted it to a promissory note. The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable upon the maturity date of April 1, 2013. As of September 30, 2011, the balance on this loan is $290,104 ($269,881 in principal and $20,223 in interest.)

On June 1, 2010, the Company signed a promissory note with Schreeder, Wheeler & Flint, LLP regarding their outstanding balance. The note took the reconciled outstanding balance due of $120,000 and converted it to a promissory note. The Company will pay interest upon the agreed amount at the rate of 5% per annum, payable on each June 1 during the term of the Note. The Company shall also make principal payments of $20,000 on or before June 1, 2011 and June 1, 2012. The remaining outstanding balance shall be due and payable upon the maturity date of April 1, 2013. As of September 30, 2011, the balance on this loan is $130,475 ($120,000 in principal and $10,475 in 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.

Effect of Inflation

Management believes that inflation has not had a material effect on its operations for the periods presented.

Climate Change

Management believes that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

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, 2011 and December 31, 2010 as well as our related consolidated statements of operations, and cash flows for the period ended September 30, 2011 and 2010, 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.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - None

ITEM 4 – 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, 2011 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, 2010 continued to exist at September 30, 2011:

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

Management has 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 no 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.

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. [Removed and Reserved]

Item 5. Other Information

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 nine amendments to Note B, the principal amount of Note B was increased to $1,050,000 and the maturity date was extended to December 31, 2011. During the nine months ended September 30, 2011, the Company received $28,050 on this loan. As of September 30, 2011, the balance on this loan is $1,273,036 ($981,863 in principal and $291,173 in interest).

Item 6. Exhibits

Number	Description

3.1	Registrant's Certificate of Incorporation (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).

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

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

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

3.5	Registrant's By-Laws (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).

5.1	Opinion of Sichenzia Ross Friedman Ference LLP (incorporated by reference to Exhibit 5.1 to Registrant’s Form SB-2/A filed on April 14, 2006).

10.1	Employment agreement dated July 1, 2004 between the Registrant and Craig Hodgkins (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).

10.2	Employment agreement dated July 1, 2004 between the Registrant and Capt. Timothy Levensaler (incorporated by reference to the exhibits to Registrant’s Form SB-2 filed on September 2, 2005).

10.3	Seaman Engagement Contract between Sophlex Ship Management Co. Ltd. And Xiamen Zhonglianyang Seaman Service Co., Ltd. (incorporated by reference to Exhibit 10.3 to Registrant’s Form SB-2/A filed on April 14, 2006).

10.4	$500,000.00 Revolving Secured Note, dated May 5, 2004, issued by Marine Growth Ventures Inc., Marine Growth Charter, Inc., Marine Growth Finance, Inc., Marine Growth Freight, Inc., Marine Growth Real Estate, Inc. and Gulf Casino Cruises, Inc. to Frank P. Crivello (incorporated by reference to Exhibit 10.4 to Registrant’s Form SB-2/A filed on April 14, 2006).

10.5	$2,00,000.00 Promissory Note, dated October 21, 2004, issued by King Crown International Co. Ltd. to Marine Growth Finance, Inc. (incorporated by reference to Exhibit 10.5 to Registrant’s Form SB-2/A filed on April 14, 2006).

10.6	Settlement Stipulation, dated April 7, 2005, between King Crown International Co. Ltd., Marine Growth Finance, Inc., Oceans Five Cruises, Inc. and Lee Young Union Ltd. (incorporated by reference to Exhibit 10.6 to Registrant’s Form SB-2/A filed on April 14, 2006).

10.7	$50,000.00 Revolving Note, dated January 5, 2006, issued by Marine Growth Ventures Inc., Marine Growth Charter, Inc., Marine Growth Finance, Inc., Marine Growth Freight, Inc., Marine Growth Real Estate, Inc. and Gulf Casino Cruises, Inc. to Frank P. Crivello (incorporated by reference to Exhibit 10.1 to Form 10-QSB filed on March 31, 2006).

10.8	Sale and Purchase Agreement, by and between British Columbia Discovery Voyages, Inc., T. Jones Enterprises, Inc. and Trevor Jones, as sellers, and Marine Growth Ventures, Inc., as buyer. (incorporated by reference to Exhibit 10.1 of Form 8-K filed March 28, 2007)

10.9	Loan and Security Agreement between Greystone Business Credit II LLC, Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., dated as of March 27, 2007 (incorporated by reference to Exhibit 10.2 of Form 8-K filed March 28, 2007)

10.10	Guaranty in favor of Greystone Business Credit II LLC, by and among Marine Growth Ventures, Inc., Marine Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., dated as of March 27, 2007 (incorporated by reference to Exhibit 10.3 of Form 8-K filed March 28, 2007)

10.11	Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.4 of Form 8-K filed March 28, 2007)

10.12	First Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.5 of Form 8-K filed March 28, 2007)

10.13	Second Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.6 of Form 8-K filed March 28, 2007)

10.14	Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.7 of Form 8-K filed March 21, 2007)

10.15	Fourth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.8 of Form 8-K filed March 28, 2007)

10.16	Fifth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.9 of Form 8-K filed March 28, 2007)

10.17	Sixth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello. (incorporated by reference to Exhibit 10.10 of Form 8-K filed March 28, 2007)

10.18	Seventh Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.11 of Form 8-K filed March 28, 2007)

10.19	Share Ship Agreement, date April 11, 2007, by and between Euro Oceans, Ltd., Marine Growth Ventures, Inc., Marine Growth Canada, Ltd., Sophlex Ship Management, Inc. and Ship Timeshare Management, Inc. (incorporated by reference to Exhibit 10.1 of Form 8-K filed April 17, 2007)

10.20	Eighth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.1 of Form 8-K filed May 17, 2007)

10.21	Ninth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.10 of Form 8-K filed July 5, 2007)

10.22	Bareboat Charter by and between Fractional Marine, Inc. and Greystone Maritime Holdings LLC, dated July 30, 2007 (incorporated by reference to Exhibit 10.1 of Form 8-K filed August 7, 2007)

10.23	Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated August 1, 2007 (incorporated by reference to Exhibit 10.2 of Form 8-K filed August 7, 2007)

10.24	First Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated September 6, 2007 (incorporated by reference to Exhibit 10.2 of Form 8-K filed September 10, 2007)

10.25	Tenth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated by reference to Exhibit 10.11 of Form 8-K filed September 25, 2007)

10.26	Second Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated November 27, 2007 (incorporated by reference to Exhibit 10.3 of Form 8-K filed November 28, 2007)

10.27	Third Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008 (incorporated by reference to Exhibit 10.4 of Form 8-K filed January 8, 2008)

10.28	Fourth 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 (incorporated by reference to Exhibit 10.36 of Form 10Q filed on November 12 , 2009)

10.37	Twelfth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated April 24, 2009 (incorporated by reference to exhibit 10.37 of Form 10Q filed on November 12, 2009)

10.38	Eighth Amendment to the to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated March 29, 2010 (incorporated by reference to Exhibit 10.29 to Form 10k filed March 30, 2010.)

10.39	Thirteenth Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated March 29, 2010 (incorporated by reference to Exhibit 10.30 to Form 10k filed on March 30, 2010.)

10.40	Settlement agreement with Greystone (incorporated by reference to Exhibit 10.1 of Form 8-k filed on December 8, 2009)

10.41	Amendment to Bylaws of Marine Growth Ventures, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-k field on June 1, 2009)

10.42	Settlement agreement with Euro Oceans (incorporated by reference to Exhibit 10.1 to form 8-k field on May 24, 2010)

10.43	Settlement agreement with Orlando (incorporated by reference to Exhibit 10.1 of Form 8-K filed on December 21, 2010)

10.44	Promissory Note, dated April, 2010, made by the Company to Sichenzia, Ross, Freidman & Ference, LLP in the amount of $269,881, (incorporated by reference to Exhibit 10.36 of Form 10-K filed March 30, 2011)

10.45	Promissory Note, dated June, 2010, made by the Company to Schreeder, Wheeler & Flint, LP in the amount of $120,000, (incorporated by reference to Exhibit 10.37 of Form 10-K filed on March 30, 2011)

10.46	Settlement Agreement with Hodgkins (incorporated by reference to Exhibit 99.2 of Form 8-K filed on September 12, 2011)

10.47	Ninth Amendment, dated October 11, 2011, to the Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Irrevocable Children’s Trust, dated April 16, 2008 (filed herewith)

31.1	Certification of CEO Pursuant to 13a-14(a) under the Exchange Act

31.2	Certification of the CFO Pursuant to 13a-14(a) under the Exchange Act

32.1	Certification of the CEO pursuant to 18 U.S.C Section 1350

32.2	Certification of the CFO pursuant to 18. U.S.C Section 1350

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: October 24, 2011	By:	/s/ Frank Crivello
		Frank Crivello
		President
		(Principal Executive Officer)


Dated: October 24, 2011	By:	/s/ Katherine Ostruszka
		Katherine Ostruszka
		Chief Financial Officer and Controller
		(Principal Financial Officer)

MARINE GROWTH VENTURES INC - FORM 10-Q - October 24, 2011

Attached files

MARINE GROWTH VENTURES INC Reports