Marine Growth Ventures Inc – ‘8-K’ for 3/26/07

On:  Wednesday, 3/28/07, at 5:15pm ET   ·   For:  3/26/07   ·   Accession #:  1144204-7-15068   ·   File #:  333-128077

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     24K 
 4: EX-10.11    Material Contract                                      2     15K 
 2: EX-10.2     Material Contract                                     30    116K 
 3: EX-10.3     Material Contract                                      6     23K 

8-K   —   Current Report
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8-K
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
 THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 26, 2007

MARINE GROWTH VENTURES, INC.
(Exact name of registrant as specified in its charter)

    Delaware               20-0890800                   333-128077
(State or Other Jurisdiction   (Commission File             (I.R.S. Employer    
      of Incorporation)            Number)              Identification Number)

405-A Atlantis Road, Cape Canaveral, Florida 32920
 (Address of principal executive offices) (zip code)

(321) 783-1744
(Registrant's telephone number, including area code)

Copies to:
Thomas A. Rose, Esq.
Yoel Goldfeder, Esq.
 Sichenzia Ross Friedman Ference LLP
 1065 Avenue of the Americas
New York, New York 10018
 Phone: (212) 930-9700
 Fax: (212) 930-9725

 N/A
 (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):                      

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) [                                                                      
|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)                                                                     
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))                                                       
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))                                                       

8-K
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Item 1.01  Entry into a Material Definitive Agreement.                          

Vessel Financing                                                                

      To obtain funding for the purchase the Pacific Aurora,  a Canadian flagged
vessel (the "Vessel"),  on March 27, 2007, Marine Growth Canada, Ltd. and Marine
Growth Finance & Charter,  Inc.  (collectively,  the  "Borrower"),  wholly-owned
subsidiaries of Marine Growth  Ventures,  Inc. (the  "Company"),  entered into a
Loan and Security Agreement with Greystone Business Credit II LLC ("Greystone").
Pursuant to the terms of the Loan and Security  Agreement the Borrower  issued a
Term Note to Greystone in the aggregate  principal  amount of  $1,500,000  for a
term of 2 years. The Term Note bears interest at a rate of 2.25%, plus the prime
interest rate.                                                                  

      The Borrower granted a security  interest in all of its assets,  including
the Vessel,  to Greystone as security for the financing  facility.  The Borrower
paid a commitment  fee of $22,500 and will pay a loan  servicing fee of .2% each
month based on the outstanding principal of the Term Note.                      

      In  addition,  the Company  executed a Guaranty in favor of  Greystone  to
guaranty the full payment of all obligations due under the Term Note.           

Note Amendment                                                                  

      On January 5, 2006, Marine Growth Ventures,  Inc. (the "Company") issued a
revolving note (the "Note"),  with an aggregate principal amount of $50,000 to a
stockholder,  who is also the  majority  member of the LLC that is the  majority
owner of the Company.  Funds are advanced to the Company,  as needed, to pay for
ongoing  operations.  The Note had a maturity date of June 30, 2006. It has been
agreed that the maturity date will extend to December 31, 2006 unless the lender
notifies the borrower, in writing,  thirty days prior to the maturity date. This
Note has an interest rate of 10%.                                               

      On March 31, 2006,  an amendment  was issued on this Note  increasing  the
aggregate principal amount to $100,000.                                         

      On June 20, 2006, a second  amendment  was issued on this Note  increasing
the aggregate principal amount to $150,000.                                     

      On October 6, 2006, a third  amendment was issued on this Note  increasing
the aggregate principal amount to $200,000.                                     

      On January 16, 2007, a fourth amendment was issued on this Note increasing
the  aggregate  principal  amount to $250,000 and extending the maturity date to
January 15, 2008.                                                               

      On February 20, 2007, a fifth amendment was issued on this Note increasing
the  aggregate  principal  amount to $300,000 and extending the maturity date to
February 20, 2008.                                                              

      On March 16, 2007, a sixth  amendment  was issued on this Note  increasing
the aggregate principal amount to $400,000.                                     

      On March 26, 2007, a seventh  amendment was issued on this Note increasing
the aggregate principal amount to $500,000.                                     

Item 2.01  Completion of Acquisition or Disposition of Assets.                  

      On March 15,  2007,  Marine  Growth  Canada Ltd.  entered  into a Sale and
Purchase  Agreement  with British  Columbia  Discovery  Voyages,  Inc., T. Jones
Enterprises, Inc. and Trevor Jones, pursuant to which the Company would purchase
the Pacific Aurora, a Canadian flagged vessel,  for an aggregate  purchase price
of $1,350,000.  In accordance with the Sale and Purchase Agreement, on March 15,
2007 the Company made an initial down payment of $85,000.  On March 27, 2007 the
balance of the purchase  price,  of $1,265,000,  was paid to the sellers and the
Company  acquired the Pacific  Aurora for use in its intended  cruise  timeshare
business operations.                                                            

8-K
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Item  2.03 Creation of a Direct  Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.                      

See Item 1.01 above.                                          

Item 9.01 Financial Statements and Exhibits.                                    

(d) Exhibits                                                                    

Exhibit                                                                         
Number                      Description                                         
--------------------------------------------------------------------------------
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 the exhibits to Registrants  Form 8-K
filed on March 21, 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.                       
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.
10.4        Revolving  Note by and  among  Marine  Growth  Ventures,  Inc.,  its
            subsidiaries and Frank P. Crivello (incorporated by reference to the
   exhibits to Registrants Form 10-QSB filed on May 16, 2006).
10.5        First  Amendment  to  Revolving  Note  by and  among  Marine  Growth
            Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated
            by reference to the exhibits to Registrants Form 10-QSB filed on May
16, 2006).                                              
10.6        Second  Amendment  to  Revolving  Note by and  among  Marine  Growth
            Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated
            by  reference to the  exhibits to  Registrants  Form 10-QSB filed on
August 7, 2006).                                        
10.7        Third  Amendment  to  Revolving  Note  by and  among  Marine  Growth
            Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated
            by  reference  to the  exhibits  to  Registrants  Form 8-K  filed on
October 11, 2006).                                      
10.8        Forth  Amendment  to  Revolving  Note  by and  among  Marine  Growth
            Ventures, Inc., its subsidiaries and Frank P. Crivello (incorporated
            by  reference  to the  exhibits  to  Registrants  Form 8-K  filed on
January 16, 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 the  exhibits  to  Registrants  Form 8-K  filed on
February 21, 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 the exhibits to Registrants  Form 8-K filed on March
21, 2007).                                              
10.11       Seventh  Amendment  to  Revolving  Note by and among  Marine  Growth
Ventures, Inc., its subsidiaries and Frank P. Crivello. 

8-K
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SIGNATURES

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

                      MARINE GROWTH VENTURES, INC.

Dated:  March 28, 2007               By: /s/ Katherine Ostruszka                
                                  --------------------------------
             Katherine Ostruszka
                 Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		2/20/08		2
		1/15/08		2
Filed on:		3/28/07		4
		3/27/07		2		3
For Period End:		3/26/07		1		2
		3/21/07		3					8-K
		3/16/07		2
		3/15/07		2					8-K
		2/21/07		3					8-K
		2/20/07		2					8-K
		1/16/07		2		3			8-K
		12/31/06		2					10KSB
		10/11/06		3					8-K
		10/6/06		2					8-K
		8/7/06		3					10QSB
		6/30/06		2					10QSB
		6/20/06		2
		5/16/06		3					10QSB,  NT 10-Q
		3/31/06		2					10QSB,  NT 10-Q,  SB-2/A
		1/5/06		2
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