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): ~~December~~May 1710, ~~2010~~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~~ 1~~.01 Entry into a Material Definitive Agreement.~~

Item 74.~~01 Regulation~~02 FDNon-Reliance ~~Disclosure.~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

~~Marine~~Recently, ~~Growth~~it ~~Ventures,~~came ~~Inc.~~to ~~(the~~management’s ~~“Company”)~~attention that, asin ~~one~~connection ofwith ~~several~~the ~~parties~~financial ~~adverse~~statements tofor ~~claims~~the ~~made~~fiscal byyear ~~Frank~~ended J.December ~~Orlando~~31, ~~(“Orlando”)~~2010, ~~for~~as ~~wages~~included ~~and~~in ~~consulting~~the ~~fees,~~company’s Annual Report on Form 10-K for the Year ended December 1731, 2010, ~~entered~~filed ~~into an agreement~~ with ~~Orlando~~the toSecurities ~~settle~~and ~~such~~Exchange ~~claims.~~Commission on InMarch ~~consideration~~31, ~~for~~2011 a(the ~~payment~~“10-K”), byprofessional ~~the~~fees ~~Company~~were ofunderstated by $2530,~~000~~800. Accordingly, ~~Orlando~~the ~~and~~financial ~~the~~statements ~~Company~~included ~~have~~in ~~executed~~the ~~and~~10-K ~~delivered~~should ~~mutual~~no ~~releases~~longer ofbe ~~claims~~relied upon.

AManagement ~~copy~~discussed ofthe is matter with the ~~Confidential~~company’s ~~Settlement~~independent ~~Agreement~~auditor, ~~Mutual~~who ~~Release~~determined, ~~and~~together ~~Covenant~~with ~~Not~~management, tothat ~~Sue~~this isdisclosure ~~attached~~of ~~hereto~~non-reliance asis ~~Exhibit~~required 10to be filed.1.

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

~~10.1 Confidential Settlement Agreement, Mutual Release, and Covenant Not to Sue executed by the Company on December 17, 2010.~~none

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: December 21, 2010	By:	/s/ Kate Ostruszka
Date: May 13, 2011	By:	/s/ Kate Ostruszka
		Kate Ostruszka
		Chief Financial Officer

~~Exhibits~~3

10.1 Confidential Settlement Agreement, Mutual Release, and Covenant Not to Sue executed by the Company on December 17, 2010.

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