UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2008

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

For the transition period from ________________ to _______________

333-128077

(Commission file number)

MARINE GROWTH VENTURES, INC.

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

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

405-A Atlantis Road

Cape Canaveral, Florida 32920

(Address of principal executive offices)

(321) 783-1744

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

Check 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 ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (229.405 of this chapter) contained in this form, and no disclosure will be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨	Smaller reporting company x

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

The Issuer's revenues for the year ending December 31, 2008 were $12,000.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold or the average bid and asked price of such common equity, as of a specified date within the past 60 days: As of December 31, 2008, the aggregate market value of voting stock held by non-affiliates was $167,700, based on the closing prices as quoted on the OTC Bulletin Board under the symbol “MGRW”, of $0.10. As of March 31, 2009, the aggregate market value of voting stock held by non-affiliates was $50,310, based on the closing prices as quoted on the OTC Bulletin Board under the symbol “MGRW”, of $0.03.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of April 15, 2009 – 21,839,500 shares of common stock.

MARINE GROWTH VENTURES, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

TABLE OF CONTENTS

PART I

Item 1.	Description of Business	4

Item 2.	Description of Property	11

Item 3.	Legal Proceedings	11

Item 4.	Submission of Matters to a Vote of Security Holders	11

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters	12

Item 6.	Selected Financial Data	12

Item 7.	Management’s Discussion and Analysis or Plan of Operations	13

Item 8.	Financial Statements	15

Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	16

Item 9A.	Controls and Procedures	16

Item 9B.	Other Information	17

PART III

Item 10.	Directors and Executive Officers of Marine Growth Ventures, Inc.	18

Item 11.	Executive Compensation	20

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21

Item 13.	Certain Relationships and Related Transactions, and Director Independence	22

Item 14.	Principal Accountant Fees and Services	23

Item 15.	Exhibits	23

SIGNATURES		26

PART I

Item 1.

Description of Business

Forward-Looking Statements

The information in this report contains 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.

Organizational History

We are a specialized holding company engaged in various marine industry operations. Our current primary operation, conducted through our wholly-owned subsidiary, Sophlex Ship Management, Inc., is providing ship crewing and management services to vessel owners and operators in the United States and abroad. In addition, through our other wholly-owned subsidiaries we are attempting to provide financing to businesses in the marine industry, ship crewing and management services to vessel owners and operators in the United States and abroad. Our website address is http://www.marinegrowthventures.com.

Overview of Business

We had no significant business operations, until our acquisition of Sophlex Ship Management, Inc. on September 1, 2004 in exchange for 1,000,000 shares of our common stock. Sophlex Ship Management, Inc., which was founded in 1999, provides ship crewing and management services to vessel owners and operators in the United States and abroad. Capt. Timothy Levensaler, our Chief Operating Officer, was the founder and the sole shareholder of Sophlex Ship Management, Inc. prior to its acquisition by us.

We are also currently attempting to sell two vessels in our possession.

In addition, we are also pursing other opportunities in the shipping industry.

Crewing and Management Services

Currently our primary business is to provide ship crewing and management services to vessel owners and operators in the United States and abroad. Although as of the date hereof we are not providing such services to any vessels, we have provided ship crewing and management services to eight different vessels since 1998. These services are provided by our wholly-owned subsidiary Sophlex Ship Management, Inc., which is an International Safety Management Code certified company holding a Document of Compliance issued by the American Bureau of Shipping to operate vessels worldwide. This certification authorizes us to operate any ship anywhere in the world. A DOC (Certificate of Compliance) is applied for and is held for each country in which the ship is under its Flag.

Our crewing services consist of supplying sea staff to our clients. To ensure the qualifications of the staff a prerequisite to hiring our crew is to check that each of the crew members has all the required regulatory training and certificates. Generally we provide crews for ships that we manage, but we also provide crews to vessels operated by other entities, for which we do not provide management services, upon request. When providing crew services we generally charge a fee for each crew member provided. We usually obtain management customers who come to us either in the process of purchasing a ship or shopping for a ship. We assist the customers in this process, which usually requires our inspection of the ship. Once the purchase is made we can provide a crew to deliver the ship to the buyer’s location anywhere in the world. Once the ship is delivered our goal is to try to be retained to provide continuing management services for the vessel.

In order to be able to provide crewmembers, we maintain relationships with employment agencies in the Philipines, Ukraine, Honduras and Mexico and currently have an agreement with an agency in China. These agencies provide highly qualified and licensed marine crew at all skill levels, many of whom have experience in operating both United States and foreign flag vessels. We are therefore able to deploy qualified, responsible crew to our clients’ operations on an expedited basis. These agencies are compensated for their services by either charging the crew member a fee that is paid up front or garnished from future wages, by charging us a monthly fee ranging from $25 to $50 per employee or by charging us an upfront fixed fee which ranges from $100 to $300 per employee contract.

In addition to the provision of crew services, we provide our clients with general management services including the following:

purchasing new vessels or second-hand vessels (we have assisted in the purchase of two vessels);

vessel maintenance ensuring compliance with all safety and environmental rules and procedures (we have assisted in ensuring compliance with all safety and environmental rules and procedures of four vessels);

shipyard supervision of new vessels and conversion projects (we have assisted in three conversion projects);

assist in devising and obtaining optimal insurance coverage and management of insurance related matters (we have assisted in two insurance programs); and

assist in arranging for client’s financing needs (assisted in one financing package).

These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing and budget management.

In providing management services, we normally enter into agreements to provide complete vessel management services for a period of two to three years. However, depending upon the specific needs of the client we may enter into short-term agreements to provide specific management services, which to date we have not done. For example, we have or could assist a client for the specific purpose of purchasing a vessel, without providing any additional management services.

In connection with our management services, we often provides technical personnel for a wide range of inspection services, such as feasibility, pre-sale condition, pre-scrapping condition, estimate of work or shipyard package. These services may lead to a contract for us to convert the ship and ultimately provide long-term management services for the ship. Generally these services requires us to identify a ship for the customers needs and determine the suitability of the vessel for proposed project and the pre-sale condition of the vessel. The term “pre-sale condition” refers to the condition of the vessel before an offer or any negotiation is done with respect to a vessel, while “pre-scrapping condition” refers to the condition and general value the ship will have at the end of its usable life. To convert a ship means to change the ships useful purpose from it intended original purpose. For example, a ferry designed to transport cars and trucks can be converted into a casino ship by putting a casino into the former car deck area. This form of conversion requires ship management expertise to ensure that the converted vessel obtains all proper certifications, which allow it to operate safely and legally.

In addition, we have a record of available ships and an ability to locate additional ships. Therefore, when potential customers contact us seeking a vessel, after ascertaining the type of vessel being sought we are able to assist the customer in obtaining a vessel that suits their needs by identifying and inspecting an appropriate vessel. We will use these contacts as leads so we can provide conversion management and financing services. Conversion management means we will (1) suggest initial design changes to make a ship suitable for its proposed use, (2) prepare a specification for ship yard conversion, (3) mange the specification during ship yard conversion, and (4) deliver the final vessel to the customer.

We also provide "Custodial Services." When a ship is confiscated for any number of reasons, we work with local maritime lawyers to obtain a contract to "hold" the ship for the Federal Court. This refers to a Federal “custodian” service. When a ship gets “arrested” for any reason (most commonly it is non payment of bills for goods and services) the vendor or a group of vendors can apply to the Federal Court to “arrest the vessel.” With this application they must propose a custodian for the vessel. The custodian takes possession of the vessel and preserves and protects it for the Federal Marshall until the court proceeding is completed. This can take anywhere from days to years. These contracts generally last from a few hours to one to two years depending on the case. Since daily rates charged for Custodial Services are senior to all other creditors liens we are generally assured of payment.

Competition

Our crew and management services compete both with existing and established service providers. Many of these companies have longer operating histories, larger customer bases and significantly greater financial, marketing and other resources than we do and may have the ability to better attract and retain the same customers that we target. Once service providers have established these business relationships, it could be extremely difficult to convince them to utilize our crew and management services or replace or limit their existing business practices. We cannot be certain that we will be able to compete successfully against current and future competitors, and competitive pressures faced by us could materially adversely affect our business.

Cruise timeshares and vessel condos

The Company was pursuing opportunities in a new industry referred to as cruise timeshares, which combines traditional real estate timeshares with commercial cruise vacations. Purchasers of cruise timeshares could receive the right to a seven-day cruise each year for up to 15 years aboard a cruise ship purchased by the Company. The Company had purchased a vessel for this purpose and finished a number of improvements on the vessel in order to sell these timeshares. The Company also began working with a maritime lodging company in order to sell condos on the vessel that will take weekend tours of the surrounding Pacific coastline. Purchasers would be able to live aboard full-time, cruise only on weekends, rent out their condos as investment income, or any combination which suits their individual purposes. The Company decided that at this point in time, with the current litigation with Greystone, the best direction to take the vessel would be to make it available for sale. The Company believes that the cruise timeshares or condo sales is a viable opportunity and may go back to it in the future.

Government Regulation

Federal Regulation

We do not believe that we are currently subject to U.S. federal regulation in connection with our current operations; however, to the extent that we operate vessels in United States territorial waters our vessels will be subject to regulation by the United States Coast Guard. Our cruise timeshare vessel would be subject to United States Coast Guard regulations if it enters U.S. waters and ports. These regulations primarily relate to passenger safety. Sophlex has extensive experience and expertise in adhering to these regulations.

Risks Related to Our Business

We Have A History Of Operating Losses And Accumulated Deficit. There Is No Certainty That We Will Ever Achieve Profitability.

We have incurred operating losses of $5,149,829 since inception. We expect to incur significant increases in operating losses over the next several years, primarily due to the expansion of our operations into the cruise timeshare industry. The negative cash flow from operations is expected to continue and to accelerate in the foreseeable future. Our ability to achieve profitability depends upon our ability to develop our cruise vessel timeshare operations. There can be no assurance that we will ever achieve any revenues or profitable operations from the sale of our timeshare products.

We Have Substantial Doubt About Our Ability To Continue As A Going Concern.

As we note in our consolidated balance sheets as of December 31, 2008 and 2007 as well as our related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2008, 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. See also, Item 3 of Part I.

We Have a significant Amount Of Debt In Default And Lawsuits Filed Seeking Judgments And Realization Upon Collateral For Same

As we note in our financial statements for the year ended December 31, 2008, and in Item 3 of Part I, Greystone Business Credit II, LLC commenced admiralty action against Marine Growth Canada, Ltd., Marine Growth Finance & Charter, Inc., Marine Growth Ventures, Inc., Fractional Marine, Inc., and all other interested in the ship “Pacific Aurora” in the Federal Court in Vancouver, BC Canada seeking to foreclose its lien and take ownership and possession of the ship. If management is unable to defend this action, we have substantial doubt about our ability to continue as a going concern.

We May Be Unable To Manage Our Growth Or Implement Our Expansion Strategy.

If management is unable to adapt to the growth of our business operations, we may not be able to expand our product and service offerings, our client base and markets, or implement the other features of our business strategy at the rate or to the extent presently planned. Our projected growth will place a significant strain on our administrative, operational and financial resources. If we are unable to successfully manage our future growth, establish and continue to upgrade our operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, our financial condition and results of operations could be materially and adversely affected.

The Vessel Management Services Industry Is Highly Competitive And We May Be Unable To Compete Effectively.

The vessel management industry, including crewing and maintenance services, is highly competitive, rapidly evolving, and subject to technological change and intense marketing by providers with similar products and services. Many of our current competitors are significantly larger and have substantially greater market presence as well as greater financial, technical, operational, marketing and other resources and experience than we have. In the event that such a competitor expends significant sales and marketing resources in one or several markets we may not be able to compete successfully in such markets. We believe that competition will continue to increase, placing downward pressure on prices. Such pressure could adversely affect our gross margins if we are not able to reduce costs commensurate with such price reductions. In addition, the pace of technological change makes it impossible for us to predict whether we will face new competitors using different technologies to provide the same or similar services offered or proposed to be offered by us. If our competitors were to provide better and more cost effective services, our business initiatives could be materially and adversely affected.

We Are Dependent Upon Key Personnel And Consultants And The Loss Of Any Key Member Of This Team Could Have A Material Adverse Effect On Our Business.

Our success is heavily dependent on the continued active participation of our current executive officers listed under “Management.” Loss of the services of one or more of these officers could have a material adverse effect upon our business, financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies in the communications industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of our activities, could have a materially adverse effect on us. Our inability to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.

Risks Related To Our Stock

If We Fail To Maintain Effective Internal Controls Over Financial Reporting, The Price Of Our Common Stock May Be Adversely Effected.

Our management team has no previous experience in managing a public company. Accordingly, our internal controls over financial reporting, while they appear to be sufficient for our needs, may have weaknesses and conditions that will need to be addressed, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or operating results. In addition, management's assessment of our internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal controls over financial reporting or disclosure of management's assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We Have A Limited Operating History Upon Which An Evaluation Of Our Prospects Can Be Made. For That Reason, It Would Be Difficult For A Potential Investor To Judge Our Prospects For Success.

We had no significant business operations until our acquisition of Sophlex Ship Management, Inc. on September 1, 2004. In light of the fact that there are no other business models that management can look to in the formation and operation of a cruise timeshare business operation, there can be no assurance that our proposed operations will be implemented successfully or that we will ever have profits. If we are unable to sustain our operations, you may lose your entire investment. We face all the risks inherent in a new business, which include the expenses, difficulties, complications and delays frequently encountered in connection with conducting operations, including capital requirements and management's potential underestimation of initial and ongoing costs. As a new business, we may encounter delays and other problems in connection with the operations that we implement. We also face the risk that we will not be able to effectively implement our business plan. In evaluating our business and prospects, these difficulties should be considered. If we are not effective in addressing these risks, we will not operate profitably and we may not have adequate working capital to meet our obligations as they become due. This may cause our stock price to decline and result in a loss of a portion or all of your investment.

We Will Need To Raise Additional Equity Or Debt Financing In The Future.

We will need to raise financing in the future to fund our operations. If successful in raising additional financing, we may not be able to do so on terms that are not excessively dilutive to our existing stockholders or less costly than existing sources of financing. Failure to secure additional financing in a timely manner and on favorable terms if and when needed in the future could have a material adverse affect on our financial performance, balance sheet and stock price and require us to implement cost reduction initiatives and curtail or cease operations. This may cause our stock price to decline and result in a loss of a portion or all of your investment.

Our common stock has experienced in the past, and is expected to experience in the future, significant price and volume volatility, which substantially increases the risk that you may not be able to sell your shares at or above the price that you pay for the shares.

Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to, the following:

·		variations in our quarterly operating results;
·		our ability to successfully market and sell cruise vessel timeshares;
·		changes in market valuations of similar companies;
·		announcement by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
·		additions or departures of key personnel; and
·		Fluctuations in stock market price and volume.

Additionally, in recent years the stock market in general, and the Over-the-Counter Bulletin Board and technology stocks in particular, have experienced extreme price and volume fluctuations. In some cases these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price regardless of our operating performance. The historical trading of our common stock is not necessarily an indicator of how it will trade in the future and our trading price as of the date of this prospectus is not necessarily an indicator of what the trading price of our common stock might be in the future. In the past, class action litigation has often been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future it could result in substantial costs and diversion of management attention and resources, which could have a further negative affect on your investment in our stock.

Our issuance of common stock at a price below prevailing trading prices at the time of issuance may cause our stock price to decline.

Currently outstanding options, convertible notes and warrants, as well as other convertible securities that we may issue in the future, may result in shares being issued for consideration that is less than the trading price of our common stock at the time the shares are issued. We may also issue shares in the future at a discount to the trading price of our common stock. Any such below market issuances, or the potential for such issuances, could cause our stock price to decline.

Shares of our common stock may be subject to price illiquidity and volatility because our shares may continue to be thinly traded and may never become eligible for trading on Nasdaq or a national securities exchange.

Although a trading market for our common stock exists, the trading volume has not been significant and an active trading market for our common stock may never develop. There currently is no analyst coverage of our business. As of March 31, 2009, 21,839,500 common shares were issued and outstanding. Furthermore, the average three month trading volume for our common shares has been approximately 572,500 (or approximately 2.6% of the total outstanding. The trading volume of our shares will continue to be limited due to resale restrictions under applicable securities laws and the fact that approximately 92.78% of our outstanding shares are held by our officers and directors. As a result of the limited trading market for our common stock and the lack of analyst coverage, the market price for our shares may continue to fluctuate significantly and will likely be more volatile than the stock market as a whole. There may be a limited demand for shares of our common stock due to the reluctance or inability of certain investors to buy stocks quoted for trading on the OTC Bulletin Board, lack of analyst coverage of our common stock and limited trading market for our common stock. As a result, even if prices appear favorable, there may not be sufficient demand to complete a stockholder’s sell order. Without an active public trading market or broader public ownership, shares of our common stock are likely to be less liquid than the stock of public companies with broad public ownership and an active trading market, and any of our stockholders who attempt to sell their shares in any significant volumes may not be able to do so at all, or without depressing the publicly quoted bid prices for our shares.

While we may, at some point, be able to meet the requirements necessary for our common stock to be listed on the Nasdaq stock market or on another national securities exchange, we cannot assure you that we will ever achieve such a listing. Listing on one of the Nasdaq markets or one of the national securities exchanges is subject to a variety of requirements, including minimum trading price and minimum public “float” requirements. There are also continuing eligibility requirements for companies listed on national securities exchanges. If we are unable to satisfy the initial or continuing eligibility requirements of any such market, then our stock may not be listed or could be delisted. This could result in a lower trading price for our common stock and may limit your ability to sell your shares, which could result in you losing some or all of your investment.

The so-called “penny stock rule” makes it cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid which could cause the price of our stock to decline.

Trading of our common stock on the OTC Bulletin Board is subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the “penny stock” rule. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Because our common stock has historically traded below $5.00 per share, it is deemed to be a penny stock, and consequently trading in our stock is subject to additional sales practice requirements on broker-dealers.

These require a broker-dealer to:

·		make a special suitability determination for purchasers of our shares;
·		receive the purchaser’s written consent to the transaction prior to the purchase; and
·		deliver to a prospective purchaser of our stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, the penny stock rules restrict the ability of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements which may have a material adverse effect on the trading of our shares.

We Are Controlled By Current Officers, Directors And Principal Stockholders.

Following completion of the Offering, our directors, executive officers and principal stockholders and their affiliates will beneficially own approximately 92.75% of the outstanding shares of our common stock. So long as our directors, executive officers and principal stockholders and their affiliates controls a majority of our fully diluted equity, they will continue to have the ability to elect our directors and determine the outcome of votes by our stockholders on corporate matters, including mergers, sales of all or substantially all of our assets, charter amendments and other matters requiring stockholder approval. This controlling interest may have a negative impact on the market price of our common stock by discouraging third-party investors.

If We Are Not Successful In Defending The Litigation Seeking Ownership And Possession of the Aurora It Could Adversely Affect Our Ability to Continue As A Going Concern And Investors May Lose Their Entire Investment In Our Stock

Item 2.

Description of Property

We lease our main office which is located at 405-A Atlantis Road, Cape Canaveral, Florida 32920. The lease has a term of 24 months, which began on September 1, 2007 and expires on August 31, 2009, which includes options to renew. We currently pay rent and related costs of $2,383 per month, which amount is to be increased 3% on each anniversary of the lease.

We are not dependent on a specific location for the operation of our business.

Item 3.

Legal Proceedings

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

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

Item 4.

Submission of Matters to a Vote of Security Holders

The Company did not submit any matters to a vote of security holders during this reporting period.

PART II

Item 5.

Market for Common Equity and Related Stockholder Matters

Our common stock has been trading publicly on the OTC Bulletin Board under the symbol "MGRW" since July, 2007. The table below sets forth the range of quarterly high and low closing sales prices for our common stock on the OTC Bulletin Board during the calendar quarters indicated. The quotations reflect inter-dealer prices, without retail mark-ups, markdowns, or conversion, and may not represent actual transactions.

COMMON STOCK

2007
Third Quarter	0.90	0.30
Fourth Quarter	0.90	0.40

2008
First Quarter	0.89	0.35
Second Quarter	0.79	0.26
Third Quarter	0.60	0.20
Fourth Quarter	0.34	0.10

The transfer agent for our common stock is:

Interwest Transfer

1981 East 4800 South, Suite 100

Salt Lake City, UT 84117

As of March 31, 2009, we had 68 registered owners of our common stock and approximately 6 beneficial owners of our common stock.

Dividend Policy

Our payment of dividends, if any, in the future rests within the discretion of the Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business. There are no provisions in our articles of incorporation or bylaws that restrict us from declaring dividends. However, agreements we may enter into in connection with debt financing in the future may restrict our ability to declare dividends, without lenders consent.

Equity Compensation Plan Information

None

Item 6 – Selected Financial Data

None

Item 7 - Management’s Discussion and Analysis

Forward-Looking Statements

This Quarterly Report of Form 10-K, 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 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, and provides ship crewing and management services to vessel owners and operators in the United States and abroad. Our Chief Operating Officer was the founder and the sole shareholder of Sophlex prior to the acquisition.

We are also currently attempting to sell two vessels in our possession, the “Pacific Aurora” and the “Babe.”

Results of Operations

Since our inception, we have been dependent upon the proceeds of loans from our stockholders and the receipt of capital investment to fund our continuing activities. We have incurred operating losses since our inception. We expect to incur significant increasing operating losses over the next several years, primarily due to the expansion of our business. We will continue to require the infusion of capital until operations become profitable. We had a net loss of $2,317,186 and a negative cash flow from operations of $806,235 for the twelve months ended December 31, 2008.

Twelve Months Ended December 31, 2008 and 2007:

Revenue: Revenue was $12,000 for the twelve months ended December 31, 2008 compared to $158,236 earned in the twelve months ended December 31, 2007. The reduction in revenue was due to the decrease in leasing, and income incurred from custodial services. The $12,000 of revenue in 2008 was from leasing, the Company subsequently recorded an allowance for the receivable in the amount of $12,000.

Payroll and Related Expenses: Payroll and related expenses were $180,807 for the twelve months ended December 31, 2008 compared to $360,764 for the twelve months ended December 31, 2007, representing a decrease of $179,957. The decrease in payroll was due to several officers waiving their payroll as of March 1, 2008.

Professional Fees: Professional fees were $245,961 for the twelve months ended December 31, 2008 compared to $356,478 for the twelve months ended December 31, 2007. Professional fees decreased by $110,577 in the twelve months ended December 31, 2008. The change in professionals is primarily due to a decrease in accounting fees of $5,206, a decrease in consulting fees of $64,141 and an approximate decrease in legal fees of 56,621 offset by an increase in other professional fess of $5,039.

General and Administrative Expenses: General and administrative expenses were $118,927 and $104,690 for the twelve months ended December 31, 2008 and 2007, respectively. General and administrative expenses increased by $14,237 in the twelve months ended December 31, 2008 as compared to the twelve months ended December 31, 2007. This increase is primarily as a result of an increase in travel to Canada in the amount of $16,900, and a decrease in utilities of $1,195.

Selling Expenses: Selling expenses were $64,257 and $2,354 for the twelve months ended December 31, 2008 and 2007, respectively. The large increase in selling expenses in the twelve months 2008 were due to the advertising costs of the timeshares and condos in the amount of $64,257.

Impairment of Vessel: Impairment of vessel expenses including costs for disposal were $864,926 and $0 for the twelve months ended December 31, 2008 and 2007, respectively. $300,000 was for the approximately cost of disposal for the Babe. The remaining $564,926 was for the impairment of the fair market value of the Babe.

Operating Expenses: Operating expenses were $272,488 for the twelve months ended December 31, 2008 compared to $452,442 for the twelve months ended December 31, 2007. The decrease was primarily due the decrease in crew related expenses of $95,353, and decrease in parts and supplies of $121,356 for the Pacific Aurora, offset by the increase in dockage costs of $ 38,937 for the Babe.

Other Expenses: Other Expenses were $462,516 and $225,856 for the twelve months ended December 31, 2008 and 2007, respectively. Other expenses increased by $236,660 for the twelve months ended December 31, 2008. This increase was primarily due to the continued financing costs of the M/V Pacific Aurora and the M/V Babe which include an increase in interest expenses of $187,385, an increase in loan service fees of $21,957, an increase in finance costs of $8,312 and other expenses of $18,319.

Net Loss: Net loss before income taxes was $2,317,186 and $1,488,295 for the twelve months ended December 31, 2008 and 2007, respectively. The increase in net loss is attributed to expenses related to the approximate disposal costs of the Babe, the impairment of the fair market value of the Babe and the increase in interest expense.

Liquidity and Capital Resources

For the twelve months ended December 31, 2008, we had a negative cash flow from operations of $806,235 compared to a negative cash flow of $672,887 as of December 31, 2007, an increase in the negative cash flow of $168,034. Since inception, we have been dependent upon proceeds of loans from our stockholders and receipt of capital investment to fund our continuing activities.

For the twelve months ended December 31, 2008, we had a net loss of $2,317,186 compared to a net loss of $1,488,295 for the twelve months ended December 31, 2007, an increase in the net loss of $828,891.

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 eleven 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 February 20, 2009. Note A has an interest rate of 10%. During the twelve months ended December 31, 2008, the Company received $447,078 on this loan and the Company paid $1,197,021 down on this loan ($40,393 in interest and $1,156,628 in principal). As of December 31, 2008, the balance on this loan is $120,431 ($59,500 in principal and $60,931 in interest). This note is currently in default.

In June 2008, Greystone Business Credit II and the Company entered into a loan agreement. During the twelve months ended December 31, 2008 the Company was advanced an additional $1,407,017. In addition, the Company borrowed an additional $2,289,926 for the purchase of the “Babe”. These monies were collateralized by the two vessels. As of December 31, 2008, the balance on the loan from Greystone was $5,252,552 ($5,149,503 in principal, $86,669 in interest and $16,380 in loan service fees. On February 9, 2009, the Company received a notice of default from Greystone. On March 6, 2009, Greystone Business Credit II, LLC filed against Marine Growth Canada, Ltd., Marine Growth Finance & Charter, Inc., Marine Growth Ventures, Inc., Fractional Marine, Inc., and all other parties interested in the ship “Pacific Aurora” in the Federal Court in Vancouver, BC Canada for admiralty action to foreclose its lien and acquire ownership and possession of the ship. Greystone seeks judgment in the amount of $2,851,919 against Marine Growth Canada, Ltd., Marine Growth Finance and Marine Growth Ventures. Additionally, Greystone seeks judgment against Fractional Marine in the amount of $215,193. This suit is currently pending.

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, however, it is not a guarantee. Accordingly, we will need to seek funding in the near future.

Our ability to continue as a going concern is dependent on our ability to obtain additional funds through debt and equity funding as well as from sales of various services. The Company expects to sell the “Pacific Aurora” and the “Babe” during the twelve months ending December 31, 2009, which is expected go produce cash flow for the company.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Going Concern:

Our ability to continue as a going concern is dependent on our ability to obtain additional funds through debt and equity funding as well as from sales of various services. The Company expects to sell its two vessels during the twelve months ending December 31, 2009. With these sales the Company anticipates that it will become less reliant on short-term financing.

Item 8.

Financial Statements

The consolidated financial statements of Marine Growth Ventures, Inc. and subsidiaries, including the notes thereto, together with the report thereon of Demetrius & Company, is presented beginning at page F-1.

Item 9.

Changes In and Disagreements with Accountants on Accounting Procedures and Financial Disclosures

On May 3, 2007, Marine Growth Ventures, Inc. (the “Company”) terminated the services of Weinberg & Company, PC (“Weinberg”) as its independent registered public accountants. The decision to terminate the services of Weinberg was recommended and approved by the Company’s Board of Directors.

During the two fiscal years ended December 31, 2005 and 2006, and through May 3, 2007, (i) there were no disagreements between the Company and Weinberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Weinberg would have caused Weinberg to make reference to the matter in its reports on the Company’s financial statements, and (ii) except for Weinberg’s report on the Company's December 31, 2006 and 2005 financial statements, which included an explanatory paragraph wherein they expressed substantial doubt about the Company's ability to continue as a going concern, Weinberg’s reports on the Company’s financial statements did not contain an adverse opinion or disclaimer of opinion, or was modified as to audit scope or accounting principles. During the two fiscal years ended December 31, 2006 and 2005 and through May 3, 2007, there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-B.

On May 3, 2007, the Company engaged the firm of Demetrius & Company, L.L.C. (“Demetrius”) to serve as its independent registered public accountants. The decision to hire Demetrius was recommended and approved by the Company’s Board of Directors.

Item 9A.

Controls and Procedures.

Managements Report on Internal Control over Financial Reporting.

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

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

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, the Company assessed the effectiveness of the internal control over financial reporting as of December 31, 2008. In making this assessment, we used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this assessment and on those criteria, the Company concluded that a material weakness exists in the internal controls as of December 31, 2008.

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

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

Changes in internal control

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

Item 9B.

Other Information

Changes in Control of Registrant

None

Change of Management

None

Entry into a Material Definitive Agreement

None

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors and their respective ages and positions as of December 31, 2006 are as follows:

Name	Age	Position
David Marks	41	Chairman of the Board
Craig Hodgkins	47	President and Director
Capt. Timothy Levensaler	50	Chief Operating Officer and Director
Katherine Ostruszka	38	Chief Financial Officer and Controller
Frank J. Orlando	36	Executive Vice President and Director
Paul Schwabe	51	Secretary and Director

Executive Biographies

David Marks, Chairman of the Board - Mr. Marks has served as our Chairman since October 2004. Mr. Marks has served as Chairman and member of the board of Titan Global Holdings, Inc., a high-growth diversified holding company with a dynamic portfolio of companies engaged in emerging telecommunications markets and advanced technologies, since August 2002. Mr. Marks was the former Chairman of Thomas Equipment, Inc., a company engaged in the manufacture and distribution of compact equipment and a distributor of pneumatic and hydraulic components, from November 2004 to November 2006. Mr. Marks is the Managing Member of Farwell Equity Partners, LLC and Farwell Equity Partners II, LLC, investors in high growth small cap companies. David Marks serves as the Trustee of the Irrevocable Children's Trust, Irrevocable Children's Trust No.2, Phoenix Business Trust and as principal officer of their respective subsidiary investments, positions he has held since 1994, where he oversees all trust investments, with responsibilities that begin pre-acquisition and extend through ownership and disposition. Investments include real estate, natural resources, marine and casino gaming, telecommunications and technology. David Marks has a B.S. in economics from the University of Wisconsin.

Craig Hodgkins, President - Mr. Hodgkins has been our President since July 2004. From June 2002 until July 2004 Mr. Hodgkins was an executive vice president and technical manager for Sophlex Ship Management, Inc., responsible for all technical and engineering programs and maintenance systems for various ships worldwide. From June 1999 until March 2002 Mr. Hodgkins was president and general manager of the Sahara Hotel and Casino in Las Vegas, Nevada, responsible for all aspects of entire operation including casino operations, hotel, food and beverage, engineering, marketing and human resources. Mr. Hodgkins received a B.S. in Marine Engineering and a minor in Business from Maine Maritime Academy, Castine, ME in 1983.

Capt. Timothy Levensaler, Chief Operating Officer - Capt. Levensaler has been our Chief Operating Officer since September 2004. From January 2000 until September 2004 he was the president of Sophlex Ship Management, Inc., a Company which he founded to provide ship crew and management services. Capt. Levensaler has numerous licenses and certificates and received a B.S. in Nautical Science/Marine Transportation from the Maine Maritime Academy, Castine, ME in 1983. In addition Capt. Levensaler holds a valid USCG unlimited Masters License, which qualifies him to be a Captain.

Katherine Ostruszka, Chief Financial Officer – Ms. Ostruszka was our controller since September 2004 and has been our Chief Financial Officer since July 2005. Ms. Ostruszka has over fourteen years of experience in financial analysis particularly in the areas of real estate, gaming, telecommunications and technology while working for Phoenix Investors, LLC and its family of companies. In addition, Ms. Ostruszka is also currently and has been the controller for Phoenix Investors, LLC since 2004. From 1997 until 2004 Ms. Ostruszka was employed by the Waukesha County Technical College. Ms. Ostruszka also holds a position as an economics instructor at Waukesha County Technical College, Wisconsin. Ms. Ostruszka received a BA in Economics and International Affairs from Marquette University and a MS in Management from the University of Wisconsin – Milwaukee.

Frank J. Orlando, Executive Vice President - Mr. Orlando has been our Executive Vice President since September 2004. From September 1996 until April 2002 Mr. Orlando was vice president and director of corporate development for Phoenix Internet Technologies, Inc., a start up Internet service provider (ISP). In April 2002, Phoenix Internet Technologies, Inc. was sold and Mr. Orlando was retained by the new owners and worked there in a similar capacity until September 2003. From September 2003 through September 2004, Mr. Orlando acted as a consultant to Phoenix Investors, LLC. Mr. Orlando received Bachelors Degrees in Marketing and Production & Operations Management from the University of Wisconsin in 1995.

Paul Schwabe, Secretary - Mr. Schwabe has been our Secretary since April 2004. Since April 1994, Mr. Schwabe has served as vice president for Phoenix Investors, LLC. In that capacity he has also served as an officer for many subsidiaries of Irrevocable Children's Trust and Irrevocable Children's Trust No. 2 and their affiliates. Mr. Schwabe has extensive experience in the management of real estate and the administration of various businesses.

Board of Directors

Our Directors are elected by the vote of a majority in interest of the holders of our voting stock and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Each of our directors currently receives no compensation for their service on the Board of Directors.

Limitation on Liability and Indemnification of Directors and Officers

Our certificate of incorporation provides that no director or officer shall have any liability to the company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.

Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us. However, nothing in our certificate of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person’s office or position. To the extent that a director has been successful in defense of any proceeding, the Delaware General Corporation Law provides that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.

Code of Ethics

We have not as yet adopted a code of ethics that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a code of ethics in the near future, at which time, it will be available in print to any person who requests it and on our website, when our website is completed. Any amendments and waivers to the code will also be available in print and on our website.

Item 11.

Executive compensation

The following table sets forth the annual and long-term compensation paid to our Chief Executive Officer and the other executive officers who earned more than $100,000 per year at the end of the last completed fiscal year. We refer to all of these officers collectively as our "named executive officers."

Summary Compensation Table

Name & Principal Position	Year		Accrued Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Craig Hodgkins President		2008 2007		100,000 100,000		0 0		0 0		0 0		0 0		0 0		0 0		100,000 100,000
Timothy Levensaler Chief Operating Officer		2008 2007		16,666 100,000		0 0		0 0		0 0		0 0		0 0		0 0		16,666 100,000	*
Katherine Ostruszka Chief Financial Officer		2008 2007		0 0		0 0		0 0		0 0		0 0		0 0		0 0		0 0

* In June 2008, Levensaler exchanged $241,667 worth of accrued payroll in exchange for 100,000 shares of common stock. The Company reported $241,577 in additional paid in capital and $100 in common stock on the financials. The stock was valued based on the five day average trading value of the stock on the date of the exchange.

Employment Agreements with Executive Officers

None

Outstanding Equity Awards at Fiscal Year-End Table.

Option Awards

Stock Awards

Name

Number

Securities

Underlying

Unexercised

Options

(#)

Exercisable

Number

Securities

Underlying

Unexercised

Options

(#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number

of Shares

or Units

of Stock

That

Have

Not

Vested

(#)

Market

Value

Units

Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number

Unearned

Shares,

Units or

Other

Rights

That

Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market

or Payout

Value

Unearned

Shares,

Units or

Other

Rights

That

Have

Not

Vested

($)

Not applicable at this time

As of December 31, 2008, the Company has no outstanding options, restricted stocks or similar awards.

Director Compensation

Name (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)		Option Awards ($) (d)		Non-Equity Incentive Plan Compensation ($) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)		All Other Compensation ($) (g)			Total ($) (h)
David M. Marks		0		0		0		0		0		0			0
Craig Hodgkins		0		0		0		0		0		100,000	*		100,000
Timothy Levensaler		0		0		0		0		0		16,666	*		16,666	**
Frank J. Orlando		0		0		0		0		0		0			0
Paul Schwabe		0		0		0		0		0		0			0

*This compensation is for payroll earned as employee of the Company. No compensation is paid to these individuals for their services as directors of the Company.

** In June 2008, Levensaler exchanged $241,667 worth of accrued payroll in exchange for 100,000 shares of common stock. The Company reported $241,577 in additional paid in capital and $100 in common stock on the financials. The stock was valued based on the five day average trading value of the stock on the date of the exchange.

Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. As of December 31, 2008, none of the Company’s directors currently receive any compensation for their service on the Board of Directors

Item 12.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of December 31, 2008 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)			Percent of Total
David Marks		18,025,000	(3)		82.53	%
Craig Hodgkins		1,005,000			4.60	%
Capt. Timothy Levensaler		1,115,000			5.10	%
Frank J. Orlando		112,500			*
Katherine Ostruszka		2,500			*
Paul Schwabe		2,500			*
Farwell Equity Partners II, LLC		18,000,000	(3)		82.41	%
All Executive Officers and Directors as a Group (6 persons)		20,162,500			92.78	%

* Less than 1%

(1)

Except as otherwise indicated, the address of each beneficial owner is c/o Marine Growth Ventures, Inc., 405-A Atlantis Road, Cape Canaveral, FL 32920.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to the shares shown. Except where indicated by footnote and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all shares of voting securities shown as beneficially owned by them.

(3)

Frank Crivello is the majority owner of the membership interests of Farwell Equity Partners II, LLC. David Marks is the managing member of Farwell Equity Partners II, LLC, and has sole investment and dispositive power with respect to all shares owned by such entity.

Item 13.

Certain Relationships and Related Transactions

Revolving Note

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%. On September 6, 2007 a first amendment was issued on Note B increasing the aggregate amount to $200,000. On November 27, 2007 a second amendment was issued on Note B increasing the aggregate amount to $300,000. On January 4, 2008 a third amendment was issued on Note B increasing the aggregate amount to $400,000. On February 11, 2008 a fourth amendment was issued on Note B increasing the aggregate amount to $500,000. On April 16, 2008, a fifth amendment was issued on Note B increasing the aggregate amount to $650,000, confirming the maturity date of Note B as December 31, 2008 and waiving all accrued and unpaid interest on Note B in the event of a repayment of Note B in full prior to September 30, 2008. On June 25, 2008, a sixth amendment was issued on Note B increasing the aggregate amount to $750,000. The principal balance on Note B was $648,613 as of December 31, 2008. This note is currently in default.

Consulting Services

The company is using a related party for consulting services. As of December 31, 2008 and 2007, the Company was charged $0 and $77,500 respectively.

Director Independence

The Board of Directors has analyzed the independence of each director and has determined that the following directors are independent as defined under the National Association of Securities Dealers Automated Quotations System (“NASDAQ”) rules and has no direct or indirect material relationships with the Company:

None

Item 14.

Principal Accountant Fees and Services

The aggregate fees billed by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2008 and 2007 were $48,000 and $41,388, respectively. In addition $5,317 of fees were paid to our former auditor Weinberg & Company, PA in connection termination fees.

Item 15.

Exhibits

Number	Description
1.	Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of the Form 10-K.

2.	Financial Statement Schedule: Schedules are included in the Consolidated Financial Statements or notes of this Form 10-K or are not required.

3.	Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.

3.1	Registrant's Certificate of Incorporation, incorporated by reference to Exhibit 3.1, to the Company’s registration statement on Form SB-2 (the “SB-2”), filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2005.

3.2	Certificate of Amendment to Registrant's Certificate of Incorporation, incorporated by reference to Exhibit 3.2, to the Company’s SB-2, filed with the SEC on September 2, 2005.

3.3	Certificate of Amendment to Registrant's Certificate of Incorporation, incorporated by reference to Exhibit 3.3, to the Company’s SB-2, filed with the SEC on September 2, 2005.

3.4	Certificate of Amendment to Registrant's Certificate of Incorporation, incorporated by reference to Exhibit 3.4, to the Company’s SB-2, filed with the SEC on September 2, 2005.

3.5	Registrant's By-Laws, incorporated by reference to Exhibit 3.5, to the Company’s SB-2, filed with the SEC on September 2, 2005.

10.1	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)

10.2	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)

10.3	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)

10.4	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)

10.5	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)

10.6	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)

10.7	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)

10.8	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)

10.9	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)

10.10	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)

10.11	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)

10.12	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)

10.13	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)

10.14	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)

10.15	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)

10.16	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)

10.17	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)

10.18	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)

10.19	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)

10.20	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)

10.21	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)

10.22	Eleventh Amendment to Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries and Frank P. Crivello, dated March 19, 2008 (filed herewith)

10.23	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)

10.24	Modification lf Agreement dated June 12, 2008 (incorporated by reference to Exhibit 10.1 of Form 8-k filed August 11, 2008)

10.25	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)

10.26	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)

10.27	Employment agreement dated July 1, 2004 between the Company and Craig Hodgkins, incorporated by reference to Exhibit 10.1, to the Company’s SB-2, filed with the SEC on September 2, 2005.

10.28	Employment agreement dated July 1, 2004 between the Company and Capt. Timothy Levensaler, incorporated by reference to Exhibit 10.2, to the Company’s SB-2, filed with the SEC on September 2, 2005

21.1	List of Subsidiaries, incorporated by reference to Exhibit 21.1, to the Company’s SB-2, filed with the SEC on September 2, 2005.

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 section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MARINE GROWTH VENTURES, INC.

Dated: April 15, 2009		By:	/s/ Craig Hodgkins
			Craig Hodgkins
			President and Director
			(Principal Executive Officer)

Date: April 15, 2009		By:	/s/ Katherine Ostruszka
			Katherine Ostruszka
			Chief Financial Officer and Controller
			(Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

SIGNATURE	TITLE	DATE

*/s/ David Marks	Chairman of the Board	April 15, 2009
David Marks

* /s/ Craig Hodgkins	President and Director	April 15, 2009
Craig Hodgkins

* /s/ Katherine Ostruszka	Chief Financial Officer and Controller
Katherine Ostruszka	(Principal Accounting Officer and Principal Financial Officer)	April 15, 2009

* /s/ Capt Timothy Levensaler	Chief Operating Officer and Director	April 15, 2009
Capt. Timothy Levensaler

* /s/ Paul Schwabe	Secretary and Director	April 15, 2009
Paul Schwabe

Marine Growth Ventures, Inc.

And Subsidiaries

Consolidated Financial Statements

For the Years Ended December 31, 2008 and 2007

Marine Growth Ventures, Inc. and Subsidiaries

Table of Contents	Page
Report of Independent Registered Public Accounting Firm-Demetrius & Company, L.L.C.		F-1

Consolidated Balance Sheets as of December 31, 2008 and 2007		F-2

Consolidated Statements of Operations for the Years ended
December 31, 2008 and 2007		F-3

Consolidated Statements of Stockholders’ Deficiency for the Years ended December 31, 2008 and 2007		F-4

Consolidated Statements of Cash Flow for the Years ended
December 31, 2008 and 2007		F-5

Notes to Consolidated Financial Statements as of December 31, 2008		F7-F13

Report of Independent Registered Public Accounting Firm

To The Board of Directors and

Shareholders of Marine Growth Ventures, Inc.

We have audited the accompanying consolidated balance sheets of Marine Growth Ventures, Inc. and its subsidiaries as of December 31, 2008 and 2007 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the two years in the period ended December 31, 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Marine Growth Ventures, Inc. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Marine Growth Ventures, Inc. and subsidiaries will continue as a going concern. As discussed in Note1 to the financial statements, the Company requires additional working capital to meet its current liabilities. This condition raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are more fully described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Demetrius & Company, L.L.C.

Wayne, New Jersey 07470

April 15, 2009

F-1

Marine Growth Ventures, Inc and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2008

	December 31, 2008			December 31, 2007
ASSETS
CURRENT ASSETS
Cash	$	7,897		$	501
Prepaid Expenses		734			719
Loan Reserve		-			67,916
Vessels Held for Sale		2,923,670			-
Total Current Assets		2,932,301			69,136

FIXED ASSETS, NET		818			1,504,301

PRE PAID FINANCING COSTS		2,258			20,781

OTHER ASSETS
Retainers		17,500			5,000
Other Receivables		-			6,000
Other Deposits		1,656			2,181
Total Other Assets		19,156			13,181
TOTAL ASSETS	$	2,954,533		$	1,607,399

LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Accrued Payroll	$	434,235		$	581,414
Accounts Payable		539,986			376,290
Cash Overdraft		-			17,343
Accrued Interest Payable		209,943			135,905
Accrued Expenses		259,450			261,226
Deferred Expenses		-			19,166
Note Payable – Greystone		5,149,503			270,833
Note Payable – Other		648,613			275,500
Note Payable – Stockholder		59,500			769,050
Total Current Liabilities		7,301,230			2,706,727

LONG TERM LIABILITIES
Greystone Note Payable		-			1,168,150
Total Long Term Liabilities		-			1,168,150

TOTAL LIABILITIES		7,301,230			4,054,877

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 and 21,739,500 issued and outstanding, respectively		21,840			21,740
Additional Paid-In Capital		816,015			555,699
Accumulated Deficit		(5,149,829	)		(2,811,862	)
Accumulated Other Comprehensive (Loss)		(34,723	)		(33,053	)
Total Stockholders' Deficiency		(4,346,697	)		(2,267,476	)
TOTAL LIABILITIES & STOCKHOLDERS'
DEFICIENCY	$	2,954,533		$	1,607,399

See Accompanying Notes to Consolidated Financial Statements

F-2

Marine Growth Ventures, Inc and Subsidiaries

Consoldiated Statements of Operations

For the Years Ended December 31, 2008 and 2007

	2008			2007
REVENUE
Ship Management Fees and Consulting Income	$	12,000		$	134,236
Ship Leasing		-			24,000
Total Revenue		12,000			158,236

Cost of Sales		140,125			143,947

NET REVENUE		(128,125	)		14,289

EXPENSES
Payroll and Related Expenses		180,807			360,764
Professional Fees		245,961			356,478
General and Administrative Expenses		118,927			104,690
Selling Expenses		64,257			2,354
Impairment of Vessel		864,926			-
Operating Expenses		272,448			452,442
Total Expenses		1,747,326			1,276,728

LOSS FROM OPERATIONS		(1,875,451	)		(1,262,439	)

OTHER INCOME(EXPENSE)
Other Income		-			1
Interest (Expense)		(368,040	)		(180,655	)
Loan Service Fee (Expense)		(48,155	)		(26,198	)
Financing Fees (Expense)		(20,781	)		(12,469	)
Sales Tax (Expense)		(869	)		(183	)
Other (Expense)		(24,671	)		(6,352	)
Total Other (Expense)		(462,516	)		(225,856	)

NET LOSS	$	(2,317,186	)	$	(1,488,295	)

Basic and diluted loss per common share	$	(0.11	)	$	(0.07	)

Weighted average number of common
shares outstanding - basic and diluted		21,789,637			21,739,500

See Accompanying Notes To Consolidated Financial Statements

F-3

Marine Growth Ventures, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Deficiency

For the Years Ended December 31, 2008 and 2007

	Common Stock Shares		Common Stock Amount		Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Income/(Loss)			Total
Balance December 31, 2006		21,739,500	$	21,740	$	551,949	$	(1,323,567	)	$	-		$	(749,878	)
Donated rent & services		-		-		3,750		-			-			3,750
Foreign Currency Translation		-		-		-		-			(33,053	)		(33,053	)
Net loss		-		-		-		(1,488,295	)		-			(1,488,295	)
Balance December 31, 2007		21,739,500		21,740		555,699		(2,811,862	)		(33,053	)		(2,267,476	)
Donated rent & services		-		-		18,750		-			-			18,750
Forgiven Payroll for Stock		100,000		100		241,567		-			-			241,667
Foreign Currency Translation		-		-		-		-			(1,670	)		(1,670	)
Net Loss		-		-		-		(2,337,967	)		-			(2,337,967	)
Balance December 31, 2008		21,839,500	$	21,840	$	816,016	$	(5,149,829	)	$	(34,723	)	$	(4,346,697	)

See Accompanying Notes To Consolidated Financial Statements

F-4

Marine Growth Ventures, Inc and Subsidiaries

Consolidated Statements of Cash Flow

For the Years Ended December 31, 2008 and 2007

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,337,967	)	$	(1,488,295	)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation & Amortization		18,883			12,912
Donated Rent & Services		18,750			3,750
Impairment of Vessel		864,926			-
Changes in Operation Assets & Liabilities:
Accounts Receivable		6,000			(6,000	)
Sales Tax Receivable		501			501
Retainers		(12,500	)		-
Prepaid Insurance		(15	)		13
Accrued Payroll		94,488			233,450
Accounts Payable		252,766			270,459
Accrued Interest Payable		207,299			125,933
Accrued Expenses		80,109			155,224
Deferred Expenses		-			19,166
Other Current Assets		525			-
Net Cash Used by Operating Activities		(806,235	)		(672,887	)
CASH FLOWS FROM INVESTING ACTIVITIES
Legal Fees on Ship Purchase		-			(69,891	)
Purchase of Fixed Assets		-			(749	)
Purchase of Ship Furnishings		-			(20,990	)
Net Cash Provided by Investing Activities		-			(91,630	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan costs		-			(13,000	)
Bank Overdraft		(17,343	)		17,343
Payment on Note Payable – Greystone		(141,499	)		(61,017	)
Proceeds From Note Payable-Stockholder		447,078			574,800
Proceeds From Note Payable – Related Party		523,113			275,500
Net Cash Provided by Financing Activities		811,349			793,626

Currency Conversion Gain/Loss		2,783			(33,053	)

NET INCREASE (DECREASE) IN CASH:		7,897			(3,947	)

BEGINNING CASH		-			3,947

ENDING CASH	$	7,897		$	-

F-5

SUPPLEMENTAL DISCLOSURES OF CASH ITEMS
Interest Paid	$	130,473		$	39,100
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING & FINANCING ACTIVITES
Greystone (Pacific Aurora Note)	$	1,347,021		$	-
Payment on Note Payable Stockholder		(1,156,628	)		-
Payment on Accrued Interest		(40,393	)		-
Payment on Note Payable – Related Party		(150,000	)		-
Greystone (Babe)		2,350,002			-
Purchase of Fixed Assets (Babe)		(2,289,926	)		-
Payables		(60,076	)		-
APIC		(241,567	)		-
Common Stock		(100	)		-
Accrued Payroll		241,667			-
Purchase of Fixed Assets (Pacific Aurora)		-			(1,350,000	)
Loan Costs		-			(20,250	)
Loan Reserve		-			(67,916	)
Legal Fees		-			(61,834	)
Note Payable – Ship Purchase		-			1,500,000

See Accompanying Notes To Consolidated Financial Statements

F-6

Marine Growth Ventures, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

As of December 31, 2008 and 2007

Note 1 –

Organization and Operations and Going Concern

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

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

Since its inception, the Company has been dependent upon the proceeds of loans from its stockholders and the receipt of capital investments to fund its continuing activities. The Company has incurred operating losses since its inception. The Company expects to incur significant increasing operating losses over the next several years, primarily due to the expansion of its business. There is no assurance that the Company’s developmental and marketing efforts will be successful. The Company will continue to require the infusion of capital or loans until operations become profitable. There can be no assurance that the Company will ever achieve any revenues or profitable operations from the sale of its proposed products. The Company is seeking additional capital at this time. During the twelve months ended December 31, 2008, the Company had a net loss of $2,317,186 and a negative cash flow from operations of $806,235 and as December 31, 2008, the Company had a working capital deficiency of $4,368,929 and a stockholders’ deficiency of $4,346,697. As a result of the above, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 -

Summary of Significant Accounting Policies

(A)

Principles of Consolidation

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

(B)

Cash

The Company maintains its cash balances with various financial institutions. Balances at the institutions may at times exceed Federal Deposit Insurance Corporation limits.

F-7

(C)

Fixed Assets

Office furniture and computer equipment is stated at cost less accumulated depreciation. The cost of maintenance and repairs is charged to operations as incurred. Depreciation is computed by the double declining balance method over the estimated economic useful life of the assets (5 – 7 years).

Depreciation on vessels owned by the company is taken when the vessel is crewed and placed in service. Depreciation will be taken over the estimated economic useful life of the asset (20 years).

(D)

Revenue Recognition

The Company recognizes ship management revenue 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 collectability 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 fee becomes 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.

(E)

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash, accrued payroll, accounts payable, accrued expenses, note payable- Greystone and note payable - stockholder at December 31, 2008, approximate their fair value because of their relatively short-term nature.

(F)

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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates.

(G)

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. Impairment of vessel expenses including costs for disposal were $864,926 for the twelve months ended December 31, 2008. $300,000 was for the approximately cost of disposal for the Babe. The remaining $564,926 was for the impairment of the fair market value of the Babe.

F-8

(H)

Deposits

Deposits as of December 31, 2008 included office rental security deposit and utility deposit. Deposits are reduced as charges are incurred or the funds are returned.

(I)

Accrued Expenses

Accrued expenses as of December 31, 2008 were comprised of accrued legal fees.

(J)

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.

(K)

Segment Reporting

Statement of Financial Accounting Standards No 131 (“SFAS 131”), “Disclosure About Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Currently, SFAS 131 has no effect on the Company’s financial statements as substantially all of the Company’s operations are conducted in one industry segment during the years ended December 31, 2008 and 2007.

(L)

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 allows all entities a one-time election to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value (the “fair value option”). SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not know the full effect if any of this statement.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations (revised - 2007)” (“SFAS 141(R)”). SFAS 141(R) is a revision to previously existing guidance on accounting for business combinations. The statement retains the fundamental concept of the purchase method of accounting, and introduces new requirements for the recognition and measurement of assets acquired, liabilities assumed and noncontrolling interests. The statement is effective for fiscal years beginning after December 15, 2008. The Company does not expect adoption of this standard to have a material impact on its consolidated results of operations and financial condition.

F-9

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB 51, which changes the accounting and reporting for minority interests. Minority interests will be recharacterized as noncontrolling interests and will be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160 is effective for us beginning July 1, 2009 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retrospectively. We are currently assessing the potential impact that adoption of SFAS No. 160 may have on our financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133, which requires companies to provide additional disclosures about its objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and related interpretations, and how the derivative instruments and related hedged items affect the Company’s financial statements. SFAS No. 161 also requires companies to disclose information about credit risk-related contingent features in their hedged positions. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008 and is required to be adopted by the Company beginning in the second quarter of fiscal 2009. Although the Company will continue to evaluate the application of SFAS No. 161, management does not currently believe adoption will have a material impact on the Company’s financial condition or operating results.

In May 2008, The FASB issued SFAS No. 162, “ The hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the united State (The GAAP hierarchy). The hierarchical guidance provided by SFAS No. 162 did not have a significant impact on the company’s financial statements.

Note 3-

Related Party Transactions

F-10

In June 2008, an officer of the Company exchanged $241,667 worth of accrued payroll in exchange for 100,000 shares of common stock. The Company reported $241,577 in additional paid in capital and $100 in common stock on the financials. The stock was valued based on the five day average trading value of the stock on the date of the exchange.

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 $3000 rent expense and a corresponding related party liability for the twelve months ended December 31, 2008. On December 31, 2008, this debt was forgiven and converted into additional paid in capital.

The Company utilizes employees of an entity controlled by the Chairman of the Board of Directors. In exchange for the use of these employees, an employee of the Company completes work for 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 exceeded the value of the work of the Company’s employee by $15,750 during the twelve months ending December 31, 2008 and was recorded as payroll and a corresponding related party liability was recorded. On December 31, 2007, this debt was forgiven and converted into additional paid in capital.

The company used a related party for consulting services. As of December 31, 2008 and 2007 the Company was charged $0 and $77,500, respectively.

Note 4 –

Vessels Held For Sale

The Company currently has two vessels held for sale. On the vessel the “Babe”, the Company recorded an impairment charge of $864,926 in connection with the fair market value and the estimated disposal costs. The current fair market value is $1,425,000. The Company has reclassified the “Pacific Aurora” as held for sale. The Company believes that the fair market value of the vessel exceed its carrying amount.

F-11

Note 5 –

Fixed Assets

Fixed assets as of December 31, 2008 and 2007 consisted of:

	December 31, 2008			December 31, 2007
Office Furniture	$	1,286		$	1,286
Computer Equipment		1,827			1,078
Vessel		-			1,481,725
Vessel Furnishings		-			20,990
Less: Accumulated Depreciation		(2,294	)		(1,527	)
Fixed Assets, net	$	819		$	1,504,301

Depreciation expense for the twelve months ended December 31, 2008 and 2007 amounted to $360 and $443, respectively.

The vessel the “Pacific Aurora” was reclassified as held for sale.

Note 6 –

Greystone Business Credit II, LLC

Note 7 –

Income Tax

Differences between the tax provision computed using the statutory federal income tax rate and the effective income tax rate on operations is as follows:

		2008			2007
U.S. Federal Statutory Rate	$	(519,032	)	$	(280,001	)
Foreign Statutory Rate		(236,209	)		(177,130	)

Total		(755,242	)		(457,131	)

Tax Benefit not provided due to valuation allowance		755,242			457,131
	$	0		$	0

F-12

As of December 31, 2008, the Company has a net operating loss carryforward for U.S Federal Income tax purposes in the aggregate of $3,938,400, which expire at various dates through 2028.

Components of the Company’s U.S. deferred tax assets are as follows:

	2008			2007
U.S deferred tax assets:

U.S. tax benefits related to net operating loss carry forwards	$	1,600,293		$	905,051

Valuation allowance for U.S. deferred tax assets		(1,600,293	)		(905,051	)
Net U.S. deferred tax assets	$	0		$	0

Note 8 –

Operating Leases

The Company leases its main office, located in Cape Canaveral, Florida. The lease has a term of 24 months, which began on September 1, 2007 and expires on August 31, 2009, with options to renew. The Company currently pays rent and related costs of $2,382 per month with a 3% increase on each anniversary of the lease.

The Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled by the Chairman of the Board of Directors. This space has been utilized since inception. The fair market value of this rent is $250 per month (See Note 3).

Minimum future required lease payments under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2008 are as follows:

Year Ending December 31,	Amount

2009	$	19,369

Rent expense charged to operations was $30,167 and $27,307 in 2008 and 2007, respectively.

Note 9 –

Subsequent Events

On March 6, 2009, Greystone Business Credit II, LLC filed against Marine Growth Canada, Ltd., Marine Growth Finance & Charter, Inc., Marine Growth Ventures, Inc., Fractional Marine, Inc., and all other interested in the ship “Pacific Aurora” in the Federal Court in Vancouver, BC Canada for admiralty action. Greystone seeks judgment in the amount of $2,851,919 against Marine Growth Canada, Ltd., Marine Growth Finance and Marine Growth Ventures. Additionally, Greystone seeks judgment against Fraction Marine in the amount of $215,193. This suit is currently pending.

F-13

Dated: April 15 , 2009				By:		/s/ Katherine A Ostruszka
						Katherine A Ostruszka Chief Financial Officer & Controller (Principal Financial and Accounting Officer)

Dated: April 15, 2009				By:		/s/ Craig Hodgkins
						Craig Hodgkins President & Director (Principal E xecutive O fficer)

Date: April 15, 2009	By:		/s/ Craig Hodgkins
			Craig Hodgkins President and Director (Principal Executive Officer)