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): ~~May~~September 106, 2011

MARINE GROWTH VENTURES, INC.

(Exact name of registrant as specified in its charter)

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

1818 N. Farwell Ave

Milwaukee, WI 53202

(Address of principal executive offices) (zip code)

414-283-2620

(Registrant's telephone number, including area code)

Copies to:

Thomas A. Rose, Esq.

Andrew M. Smith, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway

New York, New York 10006

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 45.02 ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

~~Recently,~~On itSeptember ~~came~~6, to2011, ~~management’s~~Marine ~~attention~~Growth ~~that~~Ventures, inInc. ~~connection with~~ (the ~~financial~~“Company”) ~~statements~~received ~~for~~notice ~~the~~from ~~fiscal~~Craig ~~year~~Hodgkins, ~~ended~~dated ~~December~~September 311, ~~2010~~2011, of his resignation as ~~included~~a inPresident and director of the ~~company’s~~Company ~~Annual~~and ~~Report~~each onof ~~Form~~its ~~10-K~~subsidiaries. ~~for~~A copy of the ~~Year~~notice ~~ended~~is ~~December~~filed ~~31,~~herewith ~~2010,~~as ~~filed~~an exhibit. It did not contain any reasons for the resignation. Contemporaneously with the ~~Securities~~delivery ~~and~~of ~~Exchange~~the ~~Commission~~notice ~~on March~~of 31resignation, ~~2011~~Mr. (Hodgkins entered into an agreement with the ~~“10-K”)~~Company covering his resignation, ~~professional~~a ~~fees~~copy ~~were~~of ~~understated~~which byagreement ~~$30,800~~is filed herewith as an exhibit. ~~Accordingly,~~The ~~the~~Company ~~financial~~provided ~~statements~~Mr. ~~included~~Hodgkins inwith ~~the~~a 10copy of this current report on Form 8-K ~~should~~on noor ~~longer~~prior beto ~~relied~~the ~~upon~~date of its filing.

~~Management~~Contemporaneously ~~discussed~~with the isresignation ~~matter~~of ~~with~~Mr. Hodgkins, the ~~company’s~~Board ~~independent~~appointed ~~auditor~~Mr. Frank P. Crivello, to serve as President of the Company and its subsidiaries until the next annual meeting of shareholders. Since 2004, Mr. Crivello, who ~~determined~~is 51 years old, ~~together~~has ~~with~~been ~~management~~the managing member of Crivello Group LLC, which ~~that~~structured ~~this~~or ~~disclosure~~participated in the financial engineering of ~~non-reliance~~private equity transactions involving start up or distressed operating businesses in such diverse space as oil & gas development, manufacturing, marine enterprises, gaming, and technology, and since 2008 has been the Chief Executive Officer and a Director of Dover Holding Corporation, a public company. Mr. Crivello is ~~required~~the managing member of Eastern Coast Management, LLC, a real estate management company, and the Executive Vice President of Phoenix Investors, LLC which offers professional management and advisory solutions to bepublic/private ~~filed~~companies, trusts and individual investors. Mr. Crivello is a member of Farwell Equity Partners I and Farwell Equity Partners II LLC, private investment vehicles, as well as the managing member of Santa Clara Partners, LLC, a substantial shareholder in the Company. Mr. Crivello attended Brown University and the London School of Economics for a double major in Economics and Political Science. Mr. Crivello graduated from Brown University with a Bachelor of Arts and earned Brown's highest awarded honor of Magna Cum Laude.

On May 12, 2011, the company filed an amended Annual Report on Form 10-K/A with the Securities and Exchange Commission, that contains financial statements and report of the independent auditor that correctly reflects the professional fees for the year ended December 31, 2010.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

none

99.1	Resignation of Hodgkins dated September 1, 2011.

99.2	Agreement with Hodgkins dated September 1, 2001.

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.
Date: May 13, 2011	By:	/s/ Kate Ostruszka
Date: September 12, 2011	By:	/s/ Kate Ostruszka
		Kate Ostruszka
		Chief Financial Officer

Exhibits

Exhibit No.	Description
99.1	Resignation of Hodgkins dated September 1, 2011.

99.2	Agreement with Hodgkins dated September 1, 2001.

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