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Mail Stop 3561

September 29, 2005

Craig Hodgkins
Marine Growth Ventures, Inc.
405-A Atlantis Road
Cape Canaveral, Florida 32920

      	Re:	Marine Growth Ventures, Inc.
      		Registration Statement on Form SB-2
      		File No. 333-128077
      		Filed September 2, 2005

Dear Mr. Hopkins:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  The page numbers mentioned in our comments refer to
those
used in the courtesy copies of the registration statement.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

* * * * *
1. We note that you have "entered into a term sheet" for the sale
of
$2.2 million principal amount of secured convertible notes and $5
million Standby Equity Distribution Agreement."  Please disclose
the
material terms of the proposed sale of secured convertible notes
and
the Standby Equity Distribution Agreement.  For example, describe
the
classes of securities underlying the notes and issuable pursuant
to
the Standby Equity Distribution Agreement.  Disclose the formulas
for
determining the number of shares issuable; indicate whether these
formulas are based on market prices.  Disclose the updated status
of
this financing and state whether the company expects the financing
to
be complete by the time of the resale.
Please file the Standby Equity Distribution Agreement and the
notes,
if available.  Provide us with copies of the "term sheet" for the
secured convertible notes and the Standby Equity Distribution
Agreement.  In your response letter, identify the investors
involved
with the sale of the secured convertible notes and the Standby
Equity
Distribution Agreement.  Indicate whether any of the selling
shareholders are related to these investors.  Confirm that the
current registration statement is not intended to cover the
issuance
of shares underlying the secured convertible notes and issuable
pursuant to the Standby Distribution Agreement.
2. Please avoid defining terms that are clear from context (e.g.,
"Common Stock" "we," "Marine Growth") or unnecessarily
capitalizing
the initial letters of easily-understood terms (e.g.,
"Prospectus").
Please do not use all-capitalized text in your prospectus. Please
revise throughout the prospectus.
3. In general, the prospectus`s discussion of your business should
focus on only current operations that have generated revenues or
proposed operations that are reasonably likely to occur in the
near
future.  To that end, your disclosure should clearly identify and
discuss each step that must be taken before the services can be
offered and any appreciable amount of revenues is generated.  The
specific timing and funding requirements for each step must be
disclosed clearly.  For each type of business operations that the
company intends to conduct, you must indicate the current status
of
the operations.  Please revise accordingly.
4. State whether any of the subsidiaries currently conducts
operations.  Based on your disclosure, it appears that only
Sophlex
Ship Management, Inc. conducted any operations, with its sole
contract no longer expected to generate any revenues.  If none of
your subsidiaries are currently conducting meaningful business
operations, please disclose this fact clearly.
Prospectus Summary, page 6
5. Indicate with specificity when the company intends to take the
steps necessary for quotations on the OTC Bulletin Board, such as
contacting market-makers.
6. Please briefly explain why the company is registering the
shares
for resale and, as a result, subjecting itself to the Exchange Act
reporting obligations.  For example, is the company registering
the
resale due to a registration rights agreement with the selling
shareholders?  Is the company registering the resale in order to
enter into the standby equity distribution agreement and secured
convertible notes agreement?  Or are there other business purposes
for this resale?

Risk Factors, page 7
7. Please revise your subheadings so that they better describe the
risks discussed.  Currently, some of your subheadings simply state
facts about the company or are so generic that they could apply to
any company.  Examples include "Limited indications of
acceptability
of our cruise timeshare concept" and "We are dependent upon key
personnel and consultants."  The revised subheadings should
clearly
convey the risk and the result of the risk as it specifically
applies
to the company.
8. Many of your risk factors are generic disclosure that could
apply
to any company.  Please revise so the risk factors explain the
risks
as they specifically apply to your company.  Additional clarity
and
more detailed factual disclosure should also be provided where
appropriate.  The following are some examples of disclosure that
require revision:

* There is no guarantee that we will be able to acquire or finance
a
cruise vessel, page 7 - identify and discuss, in a meaningful way,
the reasons why you may not "successfully obtain and refurbish" a
cruise vessel;

* There is no guarantee that we will complete an agreement with
Cruise Timeshare Two, Inc., page 7 - disclose the current status
of
your efforts to complete an agreement with Cruise Timeshare Two,
Inc
and discuss the reasons why you may not be able to "successfully
obtain this agreement;"

* Additional financing will be necessary..., page 7 - quantify, if
known, the amount of additional financing that management
currently
expects the company will need in the near future and the
"financing"
you will need to raise in the future to fund your operations, as
discussed on page 8;
* If we fail to maintain effective internal controls..., page 8 -
revise so that the discussion addresses the company`s specific
situation (for example, has the company encountered deficiencies
in
its internal controls?  Does the fact that it is a relatively new
company increase the risk that it has deficiencies in its internal
controls?);

* A downturn in economic conditions..., page 8 - describe in
greater
detail the nature of the "cyclical variation" in the vacation and
leisure industry and explain more clearly how this variation can
affect your company`s financial performance;

* We have a limited operating history..., page 8 - explain more
clearly why there can be "no assurance" that your proposed
operations
will be implemented successfully and why you "will not be able to
effectively implement [your] business plan;" identify and describe
"all risks inherent in a new business," "delays," and "other
problems" that may affect your company`s business;

* We may be unable to manage our growth..., page 8 - explain more
clearly why you "may not be able to expand [your] product and
service
offerings, [your] client base and markets, or implement the other
features of [your] business strategy at the rate or to the extent
presently planned;" and

* We are controlled by current officers..., page 10 - explain more
clearly the risks to investors.
9. In your response letter, please tell us whether the company
expects its common stock to be considered a "penny stock."  If so,
explain in the risk factor section how the penny stock
restrictions
will limit shareholders` ability to resell the common stock.

We have a history of operating losses..., page 7
10. Please quantify the operating losses incurred since inception.
In addition, the discussion is overly generic; please describe the
"products" and "proposed products" that you intend to "discover
and
develop" and for which you intend to obtain "regulatory approval"
and
enter into "agreements."
11. Please disclose clearly that your auditor has issued a going-
concern opinion.

There is no guarantee that we will complete an agreement with
Cruise
Timeshare Two, Inc., page 7
12. Please file the agreement with Cruise Timeshare Two, Inc., if
available.  If not, please tell us when you expect the agreement
to
be complete.

Limited indications of acceptability..., page 9
13. Please clarify what you mean by the statement that you
"received
limited indications as to the commercial acceptability of [your]
cruise timeshare program and fees."
There is currently no public market for our common stock..., page
10
14. Because the OTC Bulletin Board is a dealer system, please
revise
to clarify that the company will seek to have market-makers
provide
quotations for the common stock and it is possible that no market-
maker may want to provide such quotations.  Please discuss the
relatively limited liquidity in the OTC Bulletin Board market as
compared to other public trading markets.

Management`s Discussion and Analysis..., page 11

Background, page 11
15. You state here that you conduct your operations primarily
through
your wholly-owned subsidiary, Sophlex Ship Management.  Reconcile
this statement with the statement on page 6 that you operate
through
five wholly-owned subsidiaries.  Your revised disclosure should
give
readers a better sense of each subsidiary`s activities and the
relative importance of each subsidiary to the company`s overall
business.  Revise the Business and prospectus summary sections
accordingly.
16. Your Background discussion should provide a clearer overview
of
your company`s business.  To that end, please describe more
clearly
the business activities that the company is currently conducting.
Explain what kinds of "opportunities" the company is pursuing in
cruise timeshares, as well as the "other opportunities in the
shipping industry."  We note, for example, a reference to
"consulting" fees on page 12

Liquidity and Capital Resources, page 12
17. Please clarify what you mean by "overdraft of $5,868" and
describe the factual circumstances surrounding this overdraft.
18. Please identify the "outstanding debt obligation" that was
repaid
with the proceeds of your May 2005 private offering.

Plan of Operation and Financing Needs, page 12
19. State when the company expects to acquire a cruise vessel.
Disclose any steps that must be taken, or conditions that must be
satisfied, before the company can acquire this vessel (e.g.,
entering
into the Standby Equity Distribution Agreement).  Indicate, if
known,
when the company intends to acquire any additional vessels.  Also
state whether the company has identified the vessel it wishes to
acquire.
20. We note that management estimates that the vessel will cost
between $4 million and $6 million.  Explain how management
determined
this price range.  Disclose the anticipated cost of refurbishing
the
vessel.
21. Please discuss the costs of being a public company after the
completion of this offering.  Disclose the anticipated costs, the
expected sources of funds, and effect on the company`s overall
liquidity.
22. Please indicate whether management expects loans from its
stockholders to continue to be a source of liquidity in the
future.
Please file any written loan agreements as exhibits.
23. Please list in a clear manner all expected sources of
liquidity.
It appears from your disclosure that the only expected sources of
liquidity are the Standby Equity Distribution Agreement and sale
of
secured convertible notes.  If so, please state so clearly.
Discuss
in an useful manner management`s current expectations with respect
to
future cash flow from operations.  It appears that, with the
burning
of the Rivera I, the company has no known source of operating
revenues.  Discuss how management`s business plans (e.g., plans to
purchase a cruise ship) will change or be curtailed if the
expected
liquidity proves to be insufficient (e.g., explain how management
would react if the Standby Equity Distribution Agreement is not
completed).  This discussion should not be limited to only a
statement that the company may "seek additional financing in the
future."  Indicate the likelihood that the company will be able to
draw down any meaningful funding from the Standby Equity
Distribution
Agreement.

Results of Operations, page 13

Year Ended December 31, 2004 and Period from November 6, 2003...,
page 13
24. Please quantify the amount of the increase in revenues derived
from the acquisition of Sophlex Ship Management, Inc. and the
amount
of increase derived from the "consulting fees" from "related
parties."  Your revised disclosure should identify the factors
contributing to a particular financial result and quantify the
effect
of each identified factor.  Known trends and uncertainties, such
as
the impact of the loss of the Rivera I, should be discussed in
detail.  Apply similar revisions throughout the MD&A section, as
applicable.
25. Disclose the nature of the "consulting fees" received during
this
period.  Identify the "related parties" and describe the
consulting
services provided.  Any relevant written agreements should be
filed
as exhibits.

Critical Accounting Policies, page 14
26. Please identify the customer that accounted for 66% of the
revenue.  Identify the two related parties who are the company`s
customers.  Indicate in the appropriate section whether these
customers are expected to generate similar levels of revenues in
the
future.  Any written agreements with significant customers or
related
parties should be filed as exhibits.
Business, page 14
27. In your response letter, please tell us the address of your
website.  Consider disclosing this information in your
registration
statement.  See Item 101(c)(3) of Regulation S-B.
28. Please disclose the consideration paid for your acquisition of
Sophlex Ship Management, Inc.  The notes to the financial
statements
indicate that $12,500, in the form of 1,000,000 common shares,
were
paid.  In your response letter, explain how the parties determined
the amount of consideration.

Overview of Business, page 14
29. We note that the Rivera I burned down and no revenues are
expected from this contract.  Indicate whether Sophlex Ship
Management, Inc., has contracts with any operating ships.  If not,
then disclose this fact clearly and prominently in the Risk
Factors
and prospectus summary sections.  In addition, state the number of
ships for which you have provided management services in the past.
If the Rivera I was the only ship for which you provided services,
clearly disclose this fact.
30. Please indicate whether and when management is planning to
eventually shift the company`s focus from the ship crewing and
management service business to the cruise timeshare business.
31. Please explain the significance of being an "International
Safety
Management Code-certified company holding a Document of Compliance
issued by the American Bureau of Shipping."
32. Refer to page 15.  Clarify the nature of the "other entities"
to
whom you provide crews upon request.  Your revised disclosure
should
give a clearer idea of the nature of your typical customers.
33. Provide support for the characterization of your crews as
"well-
trained" and "highly-motivated."  Otherwise, revise the
characterizations as your beliefs.  This comment also applies to
your
characterization of the cruise timeshare industry as "innovative."
34. Please state whether the company pays any form of
consideration
to the employment agencies from whom the company obtains its
crews.
Explain