UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (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, 2006

|_|   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-B is not  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-KSB
or any amendment to this Form 10-KSB. |_|

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, 2006 were $20,000.

<PAGE>

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 March 22, 2006, there is currently
no public trading market for our common stock.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of March 16, 2007 - 21,739,500
shares of common stock


                                       2
<PAGE>

                          MARINE GROWTH VENTURES, INC.
                                   FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
                                TABLE OF CONTENTS
                                     PART I

Item 1.      Description of Business                                           4

Item 2.      Description of Property                                          14

Item 3.      Legal Proceedings                                                14

Item 4.      Submission of Matters to a Vote of Security Holders              14

PART II

Item 5.      Market for Common Equity and Related Stockholder Matters         14

Item 6.      Management's Discussion and Analysis or Plan of Operations       15

Item 7.      Financial Statements                                             19

             Consolidated Balance Sheet as of  December 31, 2006             F-2

             Consolidated Statements of Operations for the Years  Ended
               December 31, 2006 and 2005                                    F-3

             Consolidated Statements of Cash Flows for the Years Ended
                December  31, 2006 and 2005                                  F-4

             Notes to Consolidated Financial Statements as of
               December 31, 2006                                           F6-15

Item 8.      Changes In and Disagreements with Accountants on Accounting
               and Financial Disclosure                                       21

Item 8A.     Controls and Procedures                                          21

Item 8B.     Other Information                                                21

PART III

Item 9.      Directors and Executive Officers of Marine Growth Ventures, Inc. 21

Item 10.     Executive Compensation                                           23

Item 11.     Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters                     24

Item 12.     Certain Relationships and Related Transactions                   25

Item 13.     Exhibits                                                         26

Item 14.     Principal Accountant Fees and Services                           26

SIGNATURES                                                                    27
INDEX  TO EXHIBITS                                                            28


                                       3
<PAGE>

                                     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,  and we are in the process of  entering  into a new  industry
involving the sale of timeshare  opportunities on cruise ships,  similar to real
estate timeshares. 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 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 will receive the
right to a seven-day  cruise  each year for up to 15 years  aboard a cruise ship
which we are looking to purchase.  However,  we intend to  continuing  providing
ship  crewing  and  management  services  in  addition  to our cruise  timeshare
operation.

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 in 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.


                                       4
<PAGE>

      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 free  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:

      o     purchasing new vessels or  second-hand  vessels (we have assisted in
            the purchase of two vessels);
      o     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);
      o     shipyard supervision of new vessels and conversion projects (we have
            assisted in three conversion projects);
      o     assist in devising  and  obtaining  optimal  insurance  coverage and
            management  of insurance  related  matters (we have  assisted in two
            insurance  programs); and
      o     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
certification, which allow it to operate safely and legally.


                                       5
<PAGE>

      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  while 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.

Financing Services

We have begun providing  financing solutions to companies involved in the marine
industry.  Due to the nature of the assets of vessel owners,  obtaining adequate
financing  in  the  marine  industry  can  often  be  challenging.  Through  our
experience we are able to work with the companies in arranging for the financing
that they need.  So far we have issued a note for up to  $2,000,000 in financing
for a  borrower  that  needed to repair a cruise  vessel  purchased  to  provide
tourist services  focusing on Taiwan.  We obtained initial funds to provide this
financing through a Revolving  Secured Note, with an aggregate  principal amount
of up to  $500,000,  loaned  to us by  Frank  Crivello.  We  then  secured  this
financing with the general assets of the borrower's  business as well as a first
preferred  ship's  mortgage  on the cruise  vessel  purchased  by the  borrower.
However  we only  advanced  $411,165.66  to the  borrower  before  the  borrower
defaulted on this  financing  arrangement..  On December  30, 2004,  the Company
declared  the  borrower  in  breach  of the  Note  for  not  providing  required
information or making the required payments under the Note. In January 2005, the
Company commenced a lawsuit against Royal Pacific (aka Riveria I) for defaulting
on its financing  agreement with the Company.  The Company  arrested the boat in
Spain and filed a claim in the United  States  District  Court for the  Southern
District of Florida to foreclose on the first preferred ship's mortgage that the
Company held. A settlement was reached and paid by Riveria I in April 2005.

      We anticipate generating financing revenue in the following ways:

      o     Loan Origination Fees - This is a fee for originating a loan. We may
            simultaneously,  or at a later date, sell the loan to a third-party,
            or sell participation interests in the loan.
      o     Loan  Placement  Fees - This is a fee for arranging  financing to be
            funded by a third party.
      o     Loan  Servicing  Fees - This is a fee for  servicing/monitoring  the
            loan provided by a third party on a monthly basis.
      o     Rate  Arbitrage  Income  -  This  is the  income  derived  from  the
            difference  between  our  borrowing  costs,  and the  interest  rate
            charged to the borrower.
      o     Credit Enhancement Fees - This is a fee for providing a guarantee or
            additional collateral to a third-party's loan.

Cruise Timeshares

      We are in the process of entering into a new innovative industry involving
the sale of  timeshare  opportunities  on cruise  ships,  similar to real estate
timeshares.  While  timesharing of vacation real estate is a growing industry we
believe,  after doing extensive  research,  that only one other company,  Cruise
Timeshare  Two,  Inc.,  currently  markets and sells  timeshares  on an existing
cruise vessel.  We have reached an agreement in principle with the principals of
Cruise  Timeshare  Two,  Inc.  to provide  us with  marketing  and sales  broker
services,  but we have not signed a formal agreement and do not intend to sign a
formal  agreement  until an  appropriate  vessel  has been  located  and we have
obtained sufficient funding.


                                       6
<PAGE>

Industry Overview

      Timesharing  of real  estate  properties  is, and has been,  a  successful
method of individual  ownership and use of vacation  properties for a designated
time  period  each  year.  An  individual   initially  purchases  the  timeshare
allocation  and  management,  operating,  maintenance  and  other  expenses  are
generally divided amongst all of the timeshare purchasers of the designated real
estate who pay a related  annual fee for such  expenses.  During the last decade
the worldwide  timeshare industry has experienced  significant growth and recent
average sales have  increased by about 7.6% per year (source:  American  Resorts
Development Association).

      Cruises are the fastest growing segment of the multi-billion dollar travel
industry,   fed  by  fresh  interest,  a  substantial  increase  of  new  ships,
considerable  advertising and increasing number of repeat customers and referral
clients.  The average rate of growth in the North American  cruise market for 23
years is over 8.1%,  which is greater than any other leisure  vacation  category
(source:  Cruise Line  International  Association).  Even  during poor  economic
conditions  and when  business  travel has been down cruise sales have  remained
relatively strong,  with approximately 85% of cruise customers reporting overall
satisfaction (source: Cruise Line International Association).

Our Solution

      The cruise  timeshare  concept is an attempt to extend the  benefits  of a
timeshare  vacation  by  uniting  the best  attributes  of quality  real  estate
timeshares and better cruises.  The cruise timeshare product offers consumers of
real  estate   timeshares  with  benefits  that  would  not  be  available  with
traditional timeshares, including:

      o     all inclusive vacations which include meals and other services at no
            additional cost;
      o     the ability to avoid adverse weather on a seasonal basis; and
      o     the ability to enjoy different  localities without the need to trade
            for use of other real estate properties.

      Furthermore,  unlike the construction  and development  necessary for real
estate  timeshare  projects,  we  will be able to  begin  our  cruise  timeshare
operations   after   acquiring  an   appropriate   cruise  vessel  and  spending
approximately four months outfitting the vessel.

      In addition,  the cruise timeshare  product offers consumers of commercial
cruise  vacations   benefits  that  would  not  be  available  with  traditional
commercial cruises, including:

      o     the projected costs of a cruise  timeshare  vacation would cost less
            than a comparable commercial cruise vacation;
      o     cruise timeshare  ownership and/or use can be loaned,  given away or
            sold by the purchasers;
      o     based  upon   predetermined   preferences,   purchasers   of  cruise
            timeshares  will be able  to  receive  their  preference  for  food,
            beverage and recreational services.

Our Strategy

      We have reached an agreement in principal with Cruise  Timeshare Two, Inc.
pursuant to which we intend to purchase  between one and two cabin style  cruise
ships per year and  Cruise  Timeshare  Two,  Inc.  will  market  and  resell the
timeshares to customers.  See "Sales and Marketing" below in this section.  This
arrangement  provides  that Cruise  Timeshare  Two,  Inc.  and us will split the
profits from the sale of timeshare  units and the use of unsold cabins  equally,
after we have  been  paid for our  administrative  expenses  in  purchasing  the
relevant  cruise  ships.  We  currently  plan on  purchasing  additional  ships,
accordingly our agreement with Cruise Timeshare Two, Inc. specifies both parties
desire  to  purchase  a ship  when the first  ship is  nearly  completely  sold.
However,  additional  purchases  are at  the  discretion  of  both  parties.  In
accordance  with our  agreement,  we will  purchase  and  operate the vessel and
Cruise Timeshare Two, Inc. will market and sell the individual time share units.
We have not yet signed a formal agreement with Cruise Timeshare Two, Inc. and do
not  intend to sign a formal  agreement  until an  appropriate  vessel  has been
located and we have obtained sufficient funding.


                                       7
<PAGE>

      In addition to our  discussions  with Cruise  Timeshare  Two, Inc. we have
created initial trip itinerary's,  have begun preliminary discussions with other
timeshare companies for bulk sales of blocks of rooms in order to obtain quicker
cash flow from operations and we are currently searching for an appropriate ship
to purchase.

      The cruise  timeshares  to be sold by us will  consist of the right to one
seven-day  cruise  for two per year for a minimum  period  of 10 years.  Due the
ability of the cruise ship to change localities depending on the weather and the
seasons  there will be no "high" or "low"  season,  as is found with real estate
time shares and the purchase  price for the  timeshare  will  therefore be based
upon the cabin  categories  which will take into  account the  different  sizes,
location on the ship and general configurations.

      We have  identified a cruiseship  suitable  for  timeshares,  which we are
considering  for purchase.  This vessel has 34 cabins which  translates  into 50
seven-day  timeshares or 1700  timeshares  available for this ship. We intend to
utilize the remaining two weeks of the year for maintenance purposes. The retail
purchase price of a cruise time share will be approximately $15,000. However, we
anticipate  offering incentive  discounts to customers who purchase units in our
cruise  timeshare early in amounts to be determined at management's  discretion.
In addition to the initial purchase costs, we anticipate that annual maintenance
fees will average between  approximately $1,000 and $1,400 per timeshare,  which
fees will vary depending upon the cabin category of the timeshare purchased.

      The cruise  timeshares will allow for the use of each cabin by two persons
during  cruises  along with the full use by such  persons  of all public  areas,
services and  entertainment  to be provided on the cruise  vessel.  If timeshare
purchasers  would  like to use the cabin for more than two people  (some  cabins
have  extra  berths)  an extra  passenger  fee  would be  charged  to cover  any
additional  expenses  related to the extra  passenger(s).  Timeshare  purchasers
would be able to reserve the right to use their allocated  yearly time period by
providing  120  days  prior  notice  or  purchasers  would  have the  option  to
accelerate  their  yearly time  periods  allocated  to future  years in order to
extend the seven day cruise or to obtain use of more than one cabin, if there is
availability on the cruise vessel.  In addition,  by using a timeshare  industry
exchange program, purchasers of cruise timeshares will have the ability to trade
a seven-day  cruise for 14 days or more at many real estate  timeshare  property
vacations.

      The travel itinerary for the cruise vessel will be within Canadian Waters.
The itineraries will be port oriented. The itineraries of the cruise vessel will
be port  oriented  with  minimal  time  spent at sea in order to allow  for port
visits of 10 to 20 hours and  sometimes  longer.  This  will  provide  timeshare
purchasers  with an  opportunity  to enjoy more shore  activities and be able to
avail themselves of any local amenities.

Sales and Marketing

      There are many  similarities  in the  demographics  of  purchasers of real
estate timeshares and commercial cruises, this creates a benefit for us in being
able to market and sell cruise  timeshares  into both of these  readily  defined
markets. Accordingly, our costs for sales and marketing of the cruise timeshares
will be minimized by being able to target such clearly  defined markets in order
to generate prospective purchasers of this product.

      Before we are prepared to provide  full  timeshare  services,  prospective
buyers will be brought to the cruise  vessel for a tour and sales  presentation.
These prospective buyers will be targeted based upon existing lists of potential
real estate timeshare  purchasers  and/or  commercial  cruise  customers.  These
existing lists or lists of timeshare and cruise  purchasers and customers  which
we have from (a) our own present  lists that have been  acquired  while  selling
real  estate and  cruise  timeshares,  (b) from  cooperating  and  participating
timeshare sales  organizations  that have acquired list in the same manner,  (c)
from timeshare  exchange  companies,  (d) from retail and other travel  entities
participating  in cruise  timeshare  sales, (e) from list companies that sell us
specific lists, such as lists of consumers that own a timeshare and have taken a
cruise,  (f) from  lead  generating  programs  such as  trade  shows  and  other
advertising  and  promotions,  and (g)  otherwise as  opportunities  arise.  Our
present marketing capabilities, which include the experience of Cruise Timeshare
Two, Inc. from the prior sale of cruise timeshares, we believe are sufficient to
produce  prospective  buyers and as soon as the cruise  vessel has been obtained
and is ready  for use the  vessel  will be moved to an  appropriate  port in the
United States for use as a sales tool.


                                       8
<PAGE>

      Once full service  operations  begin the cruise vessel will be utilized to
provide  commercial  cruises  whereby cruise  customers will be afforded with an
opportunity  to purchase a cruise  timeshare.  In  addition,  customers of other
cruise ships and vacationing  visitors at the cruise vessel's ports of call will
be given tours of the cruise vessel and will be provided with an  opportunity to
purchase a cruise timeshare. Advertising and promotions will be targeted towards
special  interest medias utilized by those in the vacation  industry,  including
direct mailings, our website and organized sales seminars.

Competition

      We believe  that there is  currently  only one  direct  competitor  in the
cruise  timeshare  industry and the principals of such competing  timeshare have
agreed to market and sell the  timeshares  to be offered  by us.  However,  real
estate  timeshares,  commercial cruises and vacation exchange companies will all
compete with our ability to sell cruise timeshares.

      Vacation exchange companies,  like Resorts  Condominium  International and
Interval International,  place points on their real estate timeshares. They then
allow  customers  who are  eligible  to trade  these  points on some  commercial
cruises so that customers can expand their vacation choices.  Commercial cruises
traditionally  have a higher  markup for  amenities  than real estate  timeshare
properties.  By contrast,  amenities  and services wil be provided to our cruise
timeshare  customers on a cost basis.  Our customers will pay directly for these
services in the form of yearly dues so there is no incentive to make  additional
profits on these  services.  We anticipate  that our cruise  timeshares  will be
associated with a vacation club which will permit cruise timeshare purchasers to
exchange their cruise for use of a real estate time shares and we expect to join
a vacation  club that will allow our  customers to trade their cruise  timeshare
weeks for use of real estate  timeshare  properties that participate in the same
programs.  While we will not be administering  any of these exchange programs or
obtain any  revenues  from such  programs,  the  access of our cruise  timeshare
customers to these  programs  adds value to cruise  timeshares  units we will be
offering for sale.

      In addition,  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.

Government Regulation

Federal Regulation

      We do not believe that we are currently  subject to 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.  State
Regulation


                                       9
<PAGE>

      Although real estate  timeshares sales personnel must normally have a real
estate  license,  since a cruise  timeshare does not involve real estate,  it is
considered  a sale of  personal  property,  for which  sales  personnel  are not
required to be licensed.  However,  we anticipate that we will generally attempt
to comply with state real estate offering  requirements,  although the materials
will not be  reviewed  by the states by  complying  with real  estate  timeshare
regulations  when no State  registration  requirements  or  applicable  statutes
exist.  This  will  require  us to  provide  a  "generic"  disclosure  statement
(offering circular) modeled after formats used in Florida, where registration is
required.  Key  consumer  protection  issues  will be  adhered to the extent not
prevented because the product is a cruise ship, although not a requirement, such
as providing a "waiting period" during which time a buyer can cancel a purchase.

      In  addition,  prior  to the  sale  of a real  estate  timeshare,  sellers
normally must file a registration containing a public offering statement in each
state in which it desires  to sell  timeshares.  However,  in most  states  this
obligation does not currently  extend to the sales of cruise  timeshares,  since
they  are  considered  sales  of  personal  property.  While  other  states  are
considering   the  enactment  of  legislation   governing  the  sale  of  cruise
timeshares,  the only state currently  requiring  registrations  for the sale of
cruise timeshares is Florida. While we have no obligation to, and will not, file
such a registration  Cruise  Timeshare Two, Inc., who will be selling the cruise
timeshare units has completed documentation necessary for a full registration of
a public offering statement in Florida,  and even though not required elsewhere,
they do and will continue to provide buyers at every location with documentation
similar to that required by Florida.

Risks Related to Our Financial Results

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 $1,323,567 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  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 Will No Longer Be Generating Revenue From Our Largest Customer To Date And We
Currently Have Only One Other Source Of Revenue.

      On June 28,  2005, a fire  destroyed  our sole  customer,  Rivera I, which
previously  accounted  for 66% of our  revenue.  On  December  15, 2006 an order
appointing  substitute  custodian was signed appointing Sophlex Ship Management,
Inc.  the  custodian of M/V Babe.  The boat was arrested on January 5, 2007.  On
January 9, 2007 Greystone Business Credit, the plaintiff in the case against the
M/V Babe,  signed a  maintenance  and  caretaking  proposal of the M/V Babe with
Sophlex Ship Management, Inc. If we are unable to continue this relationship and
find additional sources of revenue the continuing  operation of our business may
not be possible.

There Is No Guarantee That We Will Be Able To Acquire Or Finance A Cruise Vessel

         In developing  our cruise  timeshare  operations we will need to obtain
and  refurbish a cruise  vessel.  This  requires  our  management  to travel and
inspect countless  vessels until an appropriate  vessel has been identified that
can easily be  converted  into a cruise  vessel  appropriate  for our needs.  In
addition to locating an  appropriate  vessel the vessel must be in  satisfactory
repair with a reasonable  purchase price. Once a satisfactory  vessel is located
we will require  financing and the failure to obtain  financing to  successfully
obtain and refurbish a cruise vessel may  jeopardize our ability to continue our
business and operations.


                                       10
<PAGE>

There Is No Guarantee That We Will Complete An Agreement  With Cruise  Timeshare
Two, Inc.

      In developing our cruise timeshare  operations we will need to complete an
agreement with Cruise  Timeshare  Two,  Inc., the proposed  seller of our cruise
timeshares.  While we have  tentatively  negotiated  an  agreement  that  Cruise
Timeshare  Two, Inc. is willing to sign, our management is waiting until we have
obtained a vessel appropriate for our cruise timeshare operation use in order to
execute  this  agreement.  While we are  waiting to  purchase  a vessel,  Cruise
Timeshare Two, Inc. is looking for other  opportunities  in the cruise timeshare
industry  and may not be  able  to  execute  the  proposed  agreement  once  our
management  is ready to move  forward  with our plans and execute  the  proposed
agreement.  Our failure to successfully obtain this agreement may jeopardize our
ability to continue our business and operations.

Additional  Financing  Will Be Necessary  For The  Implementation  Of Our Cruise
Timeshare Operations

      We currently do not have  operations with which to finance the development
of our cruise timeshare operations.

      Furthermore  once we have  obtained  a  vessel  and  commence  our  cruise
timeshare  operations,  there can be no assurance that we will generate revenues
from  operations.  Failure to generate  such  operating  revenues  would have an
adverse  impact on our financial  position and results of operations and ability
to continue as a going concern.  Our operating and capital  requirements  during
the next  fiscal  year and  thereafter  will vary based on a number of  factors,
including  the level of sales and  marketing  activities  for our  services  and
products.  Accordingly we may be required to obtain additional private or public
financing  including debt or equity financing and there can be no assurance that
such financing will be available as needed, or, if available, on terms favorable
to us. Any additional  equity financing may be dilutive to stockholders and such
additional equity securities may have rights, preferences or privileges that are
senior to those of our existing common stock.

      Furthermore,  debt  financing,  if  available,  will  require  payment  of
interest and may involve restrictive  covenants that could impose limitations on
our operating flexibility.  Our failure to successfully obtain additional future
funding may jeopardize our ability to continue our business and operations.

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.

A Downturn In Economic Conditions Could Adversely Affect Our Business.

      The  vacation  and  leisure  industry  historically  has been  subject  to
substantial  cyclical  variations,  and its business  typically  relies upon the
expenditure of consumer discretionary income. During times of market instability
less discretionary  income is spent on extravagant  vacations or travel plans. A
significant  downturn  in the  United  States  or  global  economy  or any other
uncertainties regarding future economic prospects could affect consumer-spending
habits.  This  would  have a  material  adverse  impact  on our  operations  and
financial results,  since consumers may not be willing to invest in the purchase
of our cruise timeshares.


                                       11
<PAGE>

Risks Related To Our Business

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.

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 effect on our financial performance,  balance sheet and stock
price and  require  us to  implement  cost  reduction  initiatives  and  curtail
operations.

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.


                                       12
<PAGE>

We Have Only  Limited  Indications  Of  Acceptability  Of Our  Cruise  Timeshare
Concept And Therefore Our  Management Is Unsure  Whether It Will Be A Successful
Venture.

      In addition to revenues  from vessel  management  service  operations,  we
expect to generate  revenues  through the sale of timeshares to a cruise vessel.
The purchase price for a timeshare is initially targeted at $15,000, with annual
dues between $1,000 and $1,400 for a minimum period of 10 years.  As of December
31, 2006, we have not made any  timeshare  sales,  and we have received  limited
indications  from  individuals  in the vacation and cruise  industries as to the
commercial  acceptability of our cruise timeshare program and fees. As we expand
into the cruise  timeshare  industry,  we will be required  to make  significant
capital  expenditures,  including  the  purchase and  refurbishment  of a cruise
vessel and to add  additional  employees.  The sale of  timeshares is subject to
several risks  including but not limited to;  pricing of commercial  cruises and
real estate timeshare  properties,  the perceived value of the cruise timeshare,
our ability to acquire and maintain a vessel attractive to prospective  members,
as well as national and international economic conditions.  Therefore, we cannot
predict whether we will be successful in selling our cruise  timeshare  concept.
If we are unable to sell  timeshares in sufficient  quantities,  our  operations
will be negatively impacted.

Inclement Weather Could Adversely Affect Our Business.

      Our targeted cruise itineraries are subject to weather-related risks, such
as hurricanes and tropical storms.  Weather related incidents could cause damage
to our  cruise  vessel or could  curtail  travel in  accordance  with  scheduled
itineraries. Unfavorable weather could result in a significant loss of operating
income.

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.

Terrorist Acts Could Adversely Affect Our Business.

      Terrorist acts worldwide could adversely  affect our business.  The travel
and  hospitality   industry  experienced  a  significant  negative  impact  from
terrorist acts in the past. Since our departure points may need to be accessible
by air travel,  terrorist acts or perceived  threats of these acts in the future
could affect the  willingness  of travelers to travel on our cruise  vessel.  If
travel is  significantly  reduced,  we could  experience a  significant  loss of
operating income.

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.


                                       13
<PAGE>

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 36 months,  which  began on
August 15,  2004 and  expires  on August 31,  2007,  with  options to renew.  We
currently pay rent and related costs of $1,797.94 per month,  which amount is to
be increased 3% on each anniversary of the lease.

      We also lease a second office located in Corpus  Christi,  Texas. We lease
approximately 372 square feet of office space based upon a verbal month to month
lease and we currently pay rent and related costs of $331 per month.

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

Item  3. Legal Proceedings

      We are not currently a party to any legal proceedings.

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

Market for Securities

      There is currently no public trading market for 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 restrictions in our
articles of incorporation  or bylaws that restrict us from declaring  dividends.
However,  if we enter into an agreement for debt  financing in the future we may
be restricted from declaring dividends.

Equity Compensation Plan Information

      The  following  table  shows  information  with  respect  to  each  equity
compensation  plan under which our common stock is authorized for issuance as of
the fiscal year ended December 31, 2006.


                                       14
<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                     Number of securities      Weighted average       Number of securities
Plan category                         to be issued upon       exercise price of     remaining available for
                                         exercise of         outstanding options,    future issuance under
                                     outstanding options,    warrants and rights      equity compensation
                                     warrants and rights                                plans (excluding
                                                                                    securities reflected in
                                                                                           column (a)
<S>                                         <C>                      <C>                      <C>
                                             (a)                     (b)                      (c)
Equity compensation plans                    -0-                     -0-                      -0-
approved by security holders

Equity compensation plans not                -0-                     -0-                      -0-
approved by security holders

Total                                        -0-                     -0-                      -0-
</TABLE>


Item 6 - Management's Discussion and Analysis

Forward-Looking Statements

      This  Quarterly  Report of Form  10-KSB,  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, 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 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 will receive the
right to a seven-day cruise each year for up to 15 years aboard a cruise ship to
be purchased or managed by the Company.


                                       15
<PAGE>

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

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 $607,882 and a negative  cash flow from  operations  of $196,780 for the
twelve months ended December 31, 2006.

Twelve Months Ended December 31, 2006 and 2005:

Revenue:  Revenue was  $20,000 for the twelve  months  ended  December  31, 2006
compared to $118,000  earned in the twelve months ended December 31, 2005.  This
decrease  was a result of the fire on the Riveria I on June 28,  2005.  We aided
the customer with their insurance claim due to the fire in exchange for a fee of
$2,000 per month.  This fee was not contingent  upon the customer  receiving any
insurance  proceeds,  nor  were any of the  fees  outstanding  prior to the fire
contingent upon the customer receiving any insurance proceeds.  On September 27,
2006 insurance proceeds of $205,957 were received from the insurance company. Of
this proceeds $6,047 went towards the outstanding  receivable Riveria I had with
Sophlex,.  On October 5, the remaining proceeds were distributed to the required
parties  including  $183,630  to the owner of the  Riveria  I,  $14,136  to crew
members for pay and for the loss of personal  belongings when the ship was lost,
and $2,144 to Sophlex  ($2,000 for the October  management fee and $144 for bank
fees). This claim is now complete and the Company will no longer receive the fee
of $2,000 per month.

Payroll and Related  Expenses:  Payroll and related  expenses  were $351,046 and
$353,298 for the twelve months ended  December 31, 2006 and 2005,  respectively.
Payroll and related  expenses  decreased  by $2,252 in the twelve  months  ended
December  31, 2006 as  compared to the twelve  months  ended  December  31, 2005
primarily  as a result  on an  increase  of $ 8,972  in  insurance  costs  and a
decrease in payroll and related taxes of $11,224.

Professional  Fees:  Professional fees were $202,841 and $210,095 for the twelve
months ended December 31, 2006 and 2005,  respectively.  This decrease of $7,254
was due to the advanced state of the SB2 work and audited financial statements.

General and Administrative: General and administrative expenses were $62,132 and
$80,177 for the twelve  months ended  December 31, 2006 and 2005,  respectively.
General and  administrative  expenses  decreased by $18,045 in the twelve months
ended  December  31, 2006 as compared to the twelve  months  ended  December 31,
2005, primarily as a result of an decrease $8,015 in travel, $2,153 in taxes and
licenses, $4,678 in office expenses, and $4,198 in postage and delivery.

Operating  Expenses:  Operating  expenses  were $0 for the twelve  months  ended
December 31, 2006 compared to $46,511 for the twelve  months ended  December 31,
2005.  This decrease was due to the loss of our sole customer's ship the Riveria
I on June 28, 2005.

Impairment  of  Goodwill:  Goodwill of $12,500,  that had been  recognized  as a
result of the acquisition of Sophlex in September 2004 was impaired in June 2005
due to the fire on Rivera I and was expensed accordingly.

Other  Income:  Other  income was $0 and  $12,887  for the twelve  months  ended
December  31,  2006 and 2005,  respectively.  This change was  primarily  due to
interest income totaling $11,894 on the note and settlement with Riveria I.


                                       16
<PAGE>

Other  (Expenses):  Other  expenses  totaled  $11,855 and $14,342 for the twelve
months ended  December 31, 2006 and 2005,  respectively.  For the twelve  months
ended  December,  2006, bank fees were $322,  finance  charges were $1,561,  and
interest expense was $9,972. For the twelve months ended December 31, 2005, bank
fees were $1,281,  finance charges were $927, interest expense was $11,203,  and
debt forgiveness was $931.

Net Loss:  Net loss before income taxes was $607,882 and $586,996 for the twelve
months ended December 31, 2006 and 2005, respectively. The continued net loss is
attributed  to the loss of revenue  incurred due to the fire on the Rivera I and
the expenses incurred in bringing the Company public.

Liquidity and Capital Resources

      For the twelve months ended December 31, 2006, we had a negative cash flow
from operations of $196,780 compared to a negative cash flow of $439,176 for the
twelve months ended December 31, 2005, a decrease of $242,396.  Since inception,
we have been dependent upon proceeds of loans from our  stockholders and receipt
of capital investment to fund our continuing activities.

      The Company's sole customer's ship,  Riveria I, was destroyed by a fire on
June 28,  2005.  The  Rivera I pursued an  insurance  claim from the loss of its
ship.  The Company  aided the customer  with this  insurance  claim for a fee of
$2,000 per month.  This fee was not contingent  upon the customer  receiving any
insurance  proceeds,  nor  were any of the  fees  outstanding  prior to the fire
contingent  upon the customer  receiving any insurance  proceeds.  This claim is
complete and no further income is being received from this customer.

      As of December 31, 2005, we had a note  receivable  of $3,143.  This was a
note receivable from an entity controlled by our chief operating officer and was
repaid in March 2006.

      On January 5, 2006,  the Company was issued a revolving note (the "Note"),
with an aggregate  principal  amount of $50,000 from 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 bears an interest
rate of 10%.  Several  amendments  were made in 2006 to this note increasing the
aggregate amount of the note. 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 the
revolving note  increasing  the aggregate  principal  amount to $200,000.  As of
December 31, 2006, the  outstanding  balance on this note was $194,250,  and the
interest  expense of $9,972  incurred during the year end is included in accrued
interest  payable as of December  31, 2006.  Three  additional  amendments  were
issued on January 16, 2007,  February 20, 2007 and March 16, 2007 increasing the
aggregate principal amount to $250,000,  $300,000 and $400,00 respectively,  and
extending the maturity  dated to February 20, 2008.  The balance on this note is
$369,950 as of March 16, 2007.

      On December 15, 2006 an order appointing  substitute  custodian was signed
appointing Sophlex Ship Management, Inc. the custodian of M/V Babe. The boat was
arrested on January 5, 2007. On January 9, 2007 Greystone  Business Credit,  the
plaintiff in the case against the M/V Babe,  signed a maintenance and caretaking
proposal of the M/V Babe with  Sophlex Ship  Management,  Inc. and the amount of
$20,819 will be charged to Greystone per month in 2007.

      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  will continue to be a source of liquidity to fund our  operations.
Accordingly, we will need to seek funding in the near future. In accordance with
this, on March 2, 2007, the Company applied for a credit line of $4,100,000 from
Greystone  Business Credit II, LLC for the purchase of marine vessels.  The term
of this  financing is for three year. No funds have been  received.  The Company
and the  lender  have  been  completing  due  diligence  including  third  party
professional reports.


                                       17
<PAGE>

      Our  independent  registered  public  accounting  firm has  issued a going
concern paragraph in their opinion on our consolidated  financial statements for
the year  ended  December  31,  2006 that is  included  that  states  there is a
substantial doubt about our ability to continue as a going concern.  Our ability
to continue as a going  concern is  dependent  on our ability to access  capital
through debt and equity funding as well as market and sell our various products.

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

Concentrations of Credit Risk

      One customer  accounted for the total revenue for the years ended December
31, 2006 and 2005.  On June 28, 2005,  the Riviera I was lost due to a fire.  We
aided the customer with their  insurance claim due to the fire in exchange for a
fee of $2,000 per month. This fee was not contingent upon the customer receiving
any insurance  proceeds,  nor were any of the fees outstanding prior to the fire
contingent upon the customer receiving any insurance proceeds. This claim is now
complete.

      On December 15, 2006 an order appointing  substitute  custodian was signed
appointing Sophlex Ship Management, Inc. the custodian of M/V Babe. The boat was
arrested on January 5, 2007. On January 9, 2007 Greystone  Business Credit,  the
plaintiff in the case against the M/V Babe,  signed a maintenance and caretaking
proposal of the M/V Babe with Sophlex Ship  Management,  Inc.  This is currently
the sole customer of Sophlex Ship Management, Inc. and the amount of $20,819 per
month will be charged to Greystone Business Credit.

Revenue Recognition

      The Company recognizes ship management 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  collectibility 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 fees become 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.


                                       18
<PAGE>

Item  7. Financial Statements


                          Marine Growth Ventures, Inc.
                                And Subsidiaries
                        Consolidated Financial Statements
   As of December 31, 2006 and for the Years Ended December 31, 2006 and 2005




                                       19
<PAGE>

                  Marine Growth Ventures, Inc. and Subsidiaries

Table of Contents                                                           Page

Report of Independent Registered Public Accounting
Firm                                                                         F-1

Consolidated Balance Sheet as of  December 31,  2006                         F-2

Consolidated Statements of Operations for the Years ended
  December 31, 2006 and 2005                                                 F-3

Consolidated Statements of Stockholders' Deficiency for the
  Years ended December 31, 2006 and 2005                                     F-4

Consolidated Statements of Cash Flows for the Years ended
  December 31, 2006 and 2005                                                 F-5

Notes to Consolidated Financial Statements as of December 31, 2006         F6-15


                                       20
<PAGE>

            Report of Independent Registered Public Accounting Firm

To the Board of Directors of:
Marine Growth Ventures, Inc. and Subsidiaries

We have audited the  accompanying  consolidated  balance  sheet of Marine Growth
Ventures, Inc. and Subsidiaries (the "Company"), as of December 31, 2006 and the
related  statements of operations,  stockholders'  deficiency and cash flows for
the years  ended  December  31,  2006 and  2005.  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  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
consolidated 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 consolidated  financial statements,  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, 2006 and the  consolidated
results of their  operations  and their cash flows for the years ended  December
31, 2006 and 2005, in conformity with accounting  principles  generally accepted
in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial statements,  the Company's working capital deficiency of
$564,088,  stockholders'  deficiency  of $749,878,  net loss of $607,882 and net
cash used in operations of $196,780 raise substantial doubt about its ability to
continue as a going  concern.  Management's  plan in regards to these matters is
also described in Note 1. These consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 16, 2007


                                       F-1


<PAGE>


                  Marine Growth Ventures, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                             As of December 31, 2006

                                            ASSETS

CURRENT ASSETS

Cash                                                                $     3,947
Advance to Employee                                                      20,000
Prepaid Insurance                                                           732
                                                                    -----------
     Total Current Assets                                                24,679
                                                                    -----------

FIXED ASSETS, NET                                                         1,279
                                                                    -----------

OTHER ASSETS
Accounting Retainer                                                       5,000
Other Deposits                                                            2,181
                                                                    -----------
     Total Other Assets                                                   7,181
                                                                    -----------

TOTAL ASSETS                                                        $    33,139
                                                                    ===========

            LIABILITIES & STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accrued Payroll                                                     $   367,964
Accounts Payable                                                        102,171
Accrued Interest Payable                                                  9,972
Accrued Expenses                                                        105,000
Other Payables                                                            3,660
                                                                    -----------
     Total Current Liabilities                                          588,767
                                                                    -----------

LONG TERM LIABILITIES
Note Payable - Stockholder                                              194,250
                                                                    -----------
      Total Long Term Liabilities                                       194,250
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

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, 21,739,500 issued and
outstanding                                                              21,740
Additional Paid-In Capital                                              551,949

Accumulated Deficit                                                  (1,323,567)
                                                                    -----------
     Total Stockholders' Deficiency                                    (749,878)
                                                                    -----------

TOTAL LIABILITIES & STOCKHOLDERS'
DEFICIENCY                                                          $    33,139
                                                                    ===========

           See Accompanying Notes To Consolidated Financial Statements

                                       F-2

<PAGE>

                  Marine Growth Ventures, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2006 and 2005



                                                      2006            2005
                                                  ------------     ------------

REVENUE
  Ship Management Fees
    and Consulting Income                         $     20,000     $    118,000
                                                  ------------     ------------

       Total Revenue                                    20,000          118,000
                                                  ------------     ------------


EXPENSES

  Payroll and Related Expenses                         351,046          353,298
  Professional Fees                                    202,841          210,095
  General and Administrative                            62,132           80,177
  Selling                                                    8              960
  Operating                                                 --           46,511
  Impairment of Goodwill                                    --           12,500
                                                  ------------     ------------
       Total Expenses                                  616,027          703,541
                                                  ------------     ------------


LOSS FROM OPERATIONS                                  (596,027)        (585,541)
                                                  ------------     ------------


OTHER  INCOME(EXPENSE)
  ther Income                                               --           12,887
  ther (Expense)                                       (11,855)         (14,342)
                                                  ------------     ------------
       Total Other (Expense)                           (11,855)          (1,455)
                                                  ------------     ------------

NET LOSS                                          $   (607,882)    $   (586,996)
                                                  ============     ============

Basic and diluted loss per common share           $      (0.03)    $      (0.03)
Weighted average number of common shares           ============     ============
outstanding - basic & diluted                       21,739,500       20,859,111
                                                   ============     ============


           See Accompanying Notes To Consolidated Financial Statements

                                       F-3

<PAGE>

                  Marine Growth Ventures, Inc. and Subsidiaries
               Consolidated Statement of Stockholders' Deficiency
                 For the Years Ended December 31, 2006 and 2005


<TABLE>
<CAPTION>
                                   Common Stock          Subscription     Additional      Accumulated
                               Shares        Amount       Receivable    Paid-In Capital     Deficit         Total
                             -----------   -----------   -----------    ---------------   -----------    -----------
<S>                           <C>           <C>           <C>             <C>              <C>            <C>
Balance  December 31, 2004    20,100,000        20,100        (1,250)           234,439      (128,689)       124,600

Common stock issued
  for cash in July 2005        1,639,500         1,640            --            313,760            --        315,400
  Collection of
  subscription receivable
  in August 2005                      --            --         1,250                 --            --          1,250

Net loss                              --            --            --                 --      (586,996)      (586,996)
                             -----------   -----------   -----------    ---------------   -----------    -----------
Balance  December 31, 2005    21,739,500   $    21,740   $        --    $       548,199   $  (715,685)   $  (145,746)


Donated rent & services               --            --            --              3,750            --          3,750

Net loss                              --            --            --                 --      (607,882)      (607,882)
                             -----------   -----------   -----------    ---------------   -----------    -----------
Balance December 31, 2006     21,739,500   $    21,740   $        --    $       551,949   $(1,323,567)   $  (749,878)
                             ===========   ===========   ===========    ===============   ===========    ===========
</TABLE>



           See Accompanying Notes To Consolidated Financial Statements

                                       F-4


<PAGE>

                  Marine Growth Ventures, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2006 and 2005

<TABLE>
<CAPTION>
                                                              2006          2005
                                                            ---------    ---------

<S>                                                         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                  $(607,882)   $(586,996)
    Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation                                                570          423
      Donated Rent & Services                                   3,750           --
      Impairment of Goodwill                                       --       12,500
    Changes in Operating Assets & Liabilities:
       Advance to Employee                                    (20,000)          --
       Accounts Receivable                                         --       16,500
       Legal Bond                                              37,500      (42,500)
       Prepaid Insurance                                         (732)          --
       Accrued Payroll                                        293,944       48,919
       Accounts Payable                                        44,768       38,403
       Accrued Interest Payable                                 9,972       (1,126)
       Accrued Expenses                                        39,670       82,430
       Deferred Income                                         (2,000)       2,000
       Other  Payable                                           3,660       (9,729)
                                                            ---------    ---------
     Net Cash used in Operating Activities                   (196,780)    (439,176)
                                                            ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of Fixed Assets                                    --       (1,078)
       Advances Made on Loans Receivable                           --       (3,143)
       Proceeds From Repayment of Loans Receivable              3,143        6,000
       Advances Made on Notes Receivable                           --      (53,406)
       Proceeds From Repayment of Notes Receivable                 --      317,136
                                                            ---------    ---------
     Net Cash Provided By Investing Activities                  3,143      265,509
                                                            ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Decrease In Cash Overdraft                                  --       (5,868)
       Proceeds From Note Payable - Stockholder               194,250      211,184
       Repayment Of  Note Payable - Stockholder                    --     (344,965)
       Proceeds From Common Stock Subscription Receivable          --        1,250
       Proceeds From Common Stock Issued                           --      315,400
                                                            ---------    ---------
      Net Cash Provided By Financing Activities               194,250      177,001
                                                            ---------    ---------

NET INCREASE IN CASH                                              613        3,334

CASH BEGINNING OF PERIOD                                        3,334           --
                                                            ---------    ---------

CASH END OF PERIOD                                          $   3,947    $   3,334
                                                            =========    =========
</TABLE>


           See Accompanying Notes To Consolidated Financial Statements

                                       F-5

<PAGE>


                  Marine Growth Ventures, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                        As of December 31, 2006 and 2005

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  of  acquisition  both
      companies were private entities.

      The Company is also  currently  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  will receive the right to a seven-day  cruise each year for up
      to 15  years  aboard a  cruise  ship to be  purchased  or  managed  by the
      Company.

      In addition,  the Company is pursuing other  opportunities in the shipping
      industry.

      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
      (See Note 13).  During the year ended December 31, 2006, the Company had a
      working capital  deficiency of $564,088,  and a stockholder  deficiency of
      $749,878.  As of December 31, 2006, the Company had a net loss of $607,882
      and a negative cash flow from  operations of $196,780.  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  consolidated  financial  statements  include  the
            accounts  of  Marine  Growth  Ventures,  Inc.  and its  wholly-owned
            subsidiaries,  Marine  Aggregates,  Inc.  (formally  known as Marine
            Growth Finance, Inc.), Sophlex Ship Management,  Inc., Marine Growth
            Freight, Inc., Marine Growth Finance & Charter, Inc. (formally known
            as Marine Growth Charter,  Inc.) and Gulf Casino  Cruises,  Inc. All
            material intercompany accounts and transactions have been eliminated
            in  consolidation.  Marine  Growth Real Estate,  Inc.,  (an inactive
            subsidiary) was dissolved on May 11, 2005.

                                       F-6

<PAGE>


      (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.

      (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).

      (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.

      (E) Fair Value of Financial Instruments

            The  carrying  amounts  of  the  Company's  financial   instruments,
            including cash, accrued payroll,  accounts payable, accrued expenses
            and note payable -  stockholder  at December  31, 2006,  approximate
            their fair value because of their relatively short-term nature.

      (F) Use of Estimates

            The preparation of 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-Live 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. There were no long-lived assets at December 31, 2006.


                                      F-7
<PAGE>

      (H) Deposits

            Deposits as of December 31, 2006  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, 2006 were  comprised of accrued
            legal fees.

      (J) Net Loss Per Share

            The 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) Goodwill

            Goodwill that had been  recognized as a result of the acquisition of
            Sophlex in September  2004 was impaired in June 2005 due to the fire
            on Rivera I (See Note 12) and was expensed accordingly.

      (L) 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, 2006 and 2005.

      (M) Reclassifications

            Certain  reclassifications have been made to the previously reported
            amounts to  conform  to the  Company's  current  year  presentation.
            Effective  December  31,  2005,  the Company  elected to  reclassify
            depreciation  totaling  $423 from  other  expenses  to  general  and
            administrative expense to conform with this year's income statement.
            The effects of this reclassification  increases loss from operations
            from $585,118 to $585,541 for the year end December 31, 2005.

      (N) Recent Accounting Pronouncements

            In June 2006,  the Financial  Accounting  Standards  Board  ("FASB")
            issued  FIN 48,  "Accounting  for  Uncertainty  in Income  Taxes--an
            interpretation of FASB Statement No. 109," which seeks to reduce the
            diversity in practice  associated  with the accounting and reporting
            for  uncertainty  in  income  tax  positions.   This  Interpretation
            prescribes  a  comprehensive   model  for  the  financial  statement
            recognition,  measurement,  presentation and disclosure of uncertain
            tax positions taken or expected to be taken in an income tax return.

                                       F-8


<PAGE>

            FIN 48 presents a two-step  process for  evaluating a tax  position.
            The first step is to  determine  whether it is  more-likely-than-not
            that a tax position will be sustained upon examination, based on the
            technical merits of the position.  The second step is to measure the
            benefit  to  be   recorded   from  tax   positions   that  meet  the
            more-likely-than-not   recognition  threshold,  by  determining  the
            largest amount of tax benefit that is greater than 50 percent likely
            of being realized upon ultimate  settlement,  and  recognizing  that
            amount in the financial  statements.  FIN 48 is effective for fiscal
            years beginning after December 15, 2006. The Company does not expect
            the adoption of FIN 48 to have a material impact on its consolidated
            results of operations, financial position, and cash flows.

            In September  2006, the Securities  and Exchange  Commission  issued
            Staff Accounting Bulletin ("SAB") No. 108,  "Considering the Effects
            of  Prior  Year  Misstatements  when  Quantifying  Misstatements  in
            Current Year Financial Statements".  SAB No. 108 was issued in order
            to  eliminate  the  diversity  in  practice  surrounding  how public
            companies quantify financial  statement  misstatements.  SAB No. 108
            requires that registrants quantify errors using both a balance sheet
            (iron curtain) approach and an income statement  (rollover) approach
            then evaluate  whether either approach results in a misstated amount
            that, when all relevant  quantitative  and  qualitative  factors are
            considered,  is material.  SAB No. 108 is effective for fiscal years
            ending after November 15, 2006. The Company has adopted the bulletin
            during  2006.  The  adoption  did not have a material  effect on its
            consolidated results of its operations,  financial position, or cash
            flows.

            FASB  Statement of Financial  Accounting  Standards  (SFAS) No. 157,
            Fair Value  Measurements,  issued in September  2006,  establishes a
            formal framework for measuring fair value under GAAP. It defines and
            codifies the many  definitions  of fair value included among various
            other  authoritative  literature,  clarifies and, in some instances,
            expands on the guidance for  implementing  fair value  measurements,
            and  increases  the  level of  disclosure  required  for fair  value
            measurements.  Although  SFAS No.  157  applies  to and  amends  the
            provisions of existing FASB and AICPA  pronouncements,  it does not,
            of  itself,  require  any new fair value  measurements,  nor does it
            establish  valuation  standards.  SFAS No. 157  applies to all other
            accounting   pronouncements   requiring  or  permitting  fair  value
            measurements,  except for; SFAS No. 123 (R), share-based payment and
            related pronouncements,  the practicability exceptions to fair value
            determinations    allowed    by    various    other    authoritative
            pronouncements,  and AICPA Statements of Position 97-2 and 98-9 that
            deal with software revenue recognition.  This statement is effective
            for financial  statements  issued for fiscal years  beginning  after
            November 15, 2007,  and interim  periods  within those fiscal years.
            The Company  does not expect the  adoption of SFAS No. 157 to have a
            material impact on its consolidated results of operations, financial
            position, and cash flows.

Note 3- Related Party Transactions

      On May 5, 2004, the Company  issued a Revolving  Secured Note (the "Note")
      with an aggregate  principal  amount up to $500,000 to the majority member
      of the LLC that is the  majority  owner  of the  Company.  The  Note  bore
      interest at 10% per annum and was due on May 31, 2005.  Prior to maturity,
      both parties agreed that the Note would be repaid from funds received from
      a private placement. In accordance with the terms of the Note, $224,950 of
      principal  and interest was  converted  into  17,996,000  shares of Common
      Stock on November 25, 2004. As of December 31, 2004, the principal balance
      of the Note was $133,781. Additional proceeds of $210,187 were received on
      the Note during the six months ended June 30, 2005.  During the six months
      ended June 30, 2005,  $250,000 was paid on this note ($240,100 towards the
      principal  balance and $9,900 towards  interest.) The remaining  principal
      balance of $103,868 and interest of $3,267, were repaid in July 2005, when
      the Private Placement closed.

                                       F-9


<PAGE>

      On February 8, 2005, prior to the Company filing its SB2, a loan of $3,143
      with no specific  repayment terms was made to an entity  controlled by the
      Chief Operating Officer of the Company.  This loan was repaid on March 24,
      2006, prior to the SB2 filing of the Company.

      On May 24, 2005,  the Chairman of the Board of the Company  loaned $10,000
      to the  Company,  with no  formal  terms of  repayment.  This  amount  was
      converted to common shares as part of the Confidential Offering Memorandum
      on July 15, 2005 (See Note 8.)

      On January 5, 2006, 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  finance  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 bears an interest rate of 10%. Several amendments
      have been made in 2006 to this note increasing the aggregate amount of the
      note. 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
      the revolving note increasing the aggregate  principal amount to $200,000.
      As of  December  31,  2006,  the  outstanding  balance  on this  note  was
      $194,250,  and the interest  expense of $9,972 incurred during the year is
      included  in accrued  interest  payable as of  December  31,  2006.  Three
      additional  amendments were issued on January 16, 2007, February 20, 2007,
      and March 16, 2007 increasing the aggregate  principal amount to $250,000,
      $300,000,  and $400,000  respectively,  and extending the maturity date to
      February  20,  2008.  The balance on this note is $369,950 as of March 16,
      2007. (See Note 13.)

      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  $3,000  rent
      expense and a  corresponding  related  party  liability for the year ended
      December  31,  2006.  On December  31,  2006,  this debt was  forgiven and
      converted into additional paid in capital (See Note 8).

      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 $750
      during the twelve  months  ending  December  31, 2006 and was  recorded as
      payroll and a  corresponding  related party  liability  was  recorded.  On
      December 31, 2006,  this debt was forgiven and converted  into  additional
      paid in capital (See Note 8).

Note 4 - Concentration of Credit Risk

      One customer  accounted  for the total revenue for the twelve months ended
      December 31, 2006 and 2005 (See Note 12). The Company's  customer incurred
      expenses,  which  were paid on  behalf of the  customer  by  Sophlex  Ship
      Management, Inc., and subsequently reimbursed by the customer.

                                      F-10


<PAGE>

Note 5 - Fixed Assets

      Fixed assets as of December 31, 2006 consisted of:

                  Office Furniture                   $       1,286
                  Computer Equipment                         1,078
                  Less: Accumulated Depreciation            (1,085)
                                                     -------------

                  Fixed Assets, net                  $       1,279
                                                     =============

      Depreciation  expense for the twelve  months  ended  December 31, 2006 and
      2005 amounted to $570 and $423, respectively.

Note 6 - Notes Receivable-Related Party

      On February 8, 2005,  prior to the Company's  filing of its SB2, a loan of
      $3,143 with no specific  repayment terms was made to an entity  controlled
      by the Chief  Operating  Officer of the  Company.  This loan was repaid on
      March 24, 2006 (See Note 3), prior to the Company filings its SB2.

Note 7 - Legal Bond

      In 2004, the Company entered into a promissory note (the "Note") with King
      Crown  International  Co. Ltd in which the Company agreed to finance up to
      $2,000,000 for King Crown's  refurbishing of the ship,  Royal Pacific (aka
      Riveria I),  which it purchased to provide  tourist  services  focusing on
      Taiwan.  The Note had a  maturity  date of  September  15,  2006,  with an
      interest  rate of 15%.  Pursuant  to the  terms of the Note,  the  Company
      agreed to pay amounts  owed to third  parties by the  borrower  for repair
      services and management  services in connection with a cruise vessel owned
      by the borrower and the Company  secured this note with the general assets
      of the borrower's business as well as a first preferred ship's mortgage on
      the borrower's  cruise vessel Riveria I. On December 30, 2004, the Company
      declared  the  borrower in breach of the Note for not  providing  required
      information  or making the required  payments  under the Note.  In January
      2005, the Company  commenced a lawsuit  against Royal Pacific (aka Riveria
      I) for defaulting on its financing agreement with the Company. The Company
      arrested the boat in Spain and filed a claim in the United States District
      Court for the  Southern  District  of  Florida to  foreclose  on the first
      preferred  ship's mortgage that the Company held. A settlement was reached
      and paid by  Riveria  I in  April  2005.  The  Company  received  $328,984
      (including   interest  of  $11,848)  related  to  the  $263,730  of  notes
      receivable  outstanding at December 31, 2004 and additional  advances made
      in 2005 in the  amount  of  $53,406.  In  February  2005,  as part of this
      lawsuit,  the Company was required to post a bond in the amount of $37,500
      in order to  "arrest"  the ship which  subsequently  sank due to a fire on
      June 28, 2005 (See Note 12).  The bond  posted to  "arrest"  the Riviera I
      ship was held in a bank account  controlled  by the Court in the Company's
      name. After the settlement with Rivera I in April 2005, this bond remained
      in a Court bank  account  pending the  resolution  of disputed  attorney's
      fees.  The  Company  believed  its  payments of  approximately  $35,000 in
      attorney's  fees was  payment  in full and no  additional  fees were owed,
      however,  a verbal  settlement  was reached in  February  2006 in order to
      retrieve  these  funds.  Additional  legal fees of $17,100 were accrued in
      2005 and bank fees of $117 were  expensed in February 2006 to reflect this
      settlement with the release of the bond.

                                      F-11


<PAGE>

Note 8 - Stockholder Equity

      On May 12,  2005,  there was a unanimous  written  consent of the board of
      directors, which authorized a forward stock split of 4-for-1 and increased
      the authorized  capital of the Company.  Furthermore,  the total number of
      shares  that  the  corporation  is  authorized  to  have   outstanding  is
      105,000,000 shares, of which 100,000,000 shares shall be common stock with
      a par value of $0.001 and 5,000,000 shares shall be preferred stock with a
      par  value  of  $0.001.   All  share  and  per  share  amounts  have  been
      retroactively restated to give effect to the 4-for-1 stock split.

      On May 16, 2005,  the Company issued a  Confidential  Offering  Memorandum
      ("Offering"). The Offering was available to a limited number of accredited
      investors.  The  offering  period  commenced on May 16, 2005 and closed on
      July 15, 2005.  The  Offering was for a minimum of 1,000,000  shares and a
      maximum of  2,000,000  shares.  The  minimum  subscription  was for $1,000
      (5,000  shares),  although  the  Company  reserved  the  right  to  accept
      subscriptions for less than $1,000.  The shares were offered at a price of
      $0.20 per share.  The Company  raised  $315,400  (net of direct  placement
      costs of  $12,500)  from  the sale of  1,639,500  common  shares.  The net
      proceeds were used for the repayment of an  outstanding  debt  obligation,
      professional expenses and working capital and general corporate expenses.

      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  $3,000  rent
      expense and a  corresponding  related  party  liability for the year ended
      December  31,  2006.  On December  31,  2006,  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 $750
      during the twelve  months  ending  December  31, 2006 and was  recorded as
      payroll and a  corresponding  related party  liability  was  recorded.  On
      December 31, 2006,  this debt was forgiven and converted  into  additional
      paid in capital.

Note 9 - Income Tax
                                                                   Year Ended
                                                                  December 31,
                                                                      2006
                                                                  ------------

      Taxes at U.S. Federal Statutory Rate                        $ (204,707)
      Valuation Allowance                                            204,707
                                                                  ----------
      Tax expense (benefit)                                       $       --
                                                                  ==========

      Deferred income taxes are provided for the estimated  income tax effect of
      temporary  differences  between  financial  and tax  bases in  assets  and
      liabilities.  Deferred  tax assets are  provided  for  certain  tax credit
      carryforwards.  A valuation  allowance  to reduce  deferred  tax assets is
      established  when it is more likely than not that some  portion of all the
      deferred  tax assets will not be  realized.  The tax effects of  temporary
      differences that give rise to significant  portions of deferred tax assets
      as of December 31, 2006 are as presented below:

                                                                   Year ended
                                                                  December 31,
                                                                      2006
                                                                  ------------
      Deferred income tax assets:
        Net operating losses                                      $   607,882

                                      F-12


<PAGE>

      Tax credits-Travel & Entertainment 50%                           (5,798)
                                                                  -----------

      Net operating losses carryforwards tax purposes             $   602,084
         Deferred tax asset                                       $   204,707

      Valuation allowance                                            (204,707)
                                                                  -----------

      Net deferred tax assets                                     $        --
                                                                  ===========

      As  of  December  31,  2006,   the  Company  has  a  net  operating   loss
      carryforwards  for  federal  income  tax  purposes  in  the  aggregate  of
      $1,323,566  which expire at various dates through 2026.  The Company has a
      possible  deferred  tax  benefit  arising  from  its  net  operating  loss
      carryfowards  of  $447,920,  which  has been  offset  by a 100%  valuation
      allowance.  The valuation  allowance increased by $204,707 to $447,920 for
      the year ended December 31, 2006.

Note 10 - Employment Agreements

      On July 1, 2004, the Company entered into an employment agreement with the
      Company's President.  By its terms, the employment agreement is for a term
      of three years  commencing  September 1, 2004, but his employment is on an
      "at will" basis,  under which the terms of his  employment  will  continue
      unless terminated by either party.  Termination by the Company may be with
      or without cause, at any time. However, in the event that the President is
      terminated  by the  Company  without  cause,  he is  entitled  to  receive
      severance  pay in the form of his base salary at the time of  termination.
      Gross  salary  under the  agreement  is set at an annual rate of $100,000;
      provided,  however,  that he will be  entitled to  increases  in such base
      salary for any calendar  quarter in which the  Company's  Earnings  Before
      Interest, Depreciation, Taxes, and Amortization ("EBIDTA") exceeds certain
      predetermined milestones.

      On July 1, 2004, the Company  entered into an agreement with the Company's
      Chief Operating Officer.  By its terms, the employment  agreement is for a
      term of three years commencing September 1, 2004, but his employment is on
      an "at will" basis,  under which the terms of his employment will continue
      unless terminated by either party . Termination by the Company may be with
      or  without  cause,  at any time.  However,  in the  event  that the Chief
      Operating  Officer is  terminated  by the  Company  without  cause,  he is
      entitled  to receive  severance  pay in the form of his base salary at the
      time of  termination.  His salary under the  agreement is set at an annual
      rate of $100,000; provided, however, that he will be entitled to increases
      in such base salary for any calendar quarter in which the Company's EBIDTA
      exceeds certain predetermined milestones.

Note 11 - Operating Leases

      The Company leases its main office,  located in Cape  Canaveral,  Florida.
      The lease has a term of 36  months,  which  began on August  15,  2004 and
      expires on August 31, 2007, with options to renew.  The Company  currently
      pays rent and related costs of $1,925 per month with a 3% increase on each
      anniversary of the lease.

      The Company leases a secondary  office located in Corpus  Christi,  Texas.
      This lease is a verbal month to month lease which was assumed on September
      1, 2004 with the Sophlex acquisition.  The Company currently pays rent and
      related costs of $331 per month.

      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).

                                      F-13

<PAGE>


      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, 2006 are as follows:

            Year Ending December 31,                         Amount

                   2007                                     $15,400

      Rent  expense  charged to  operations  was $25,118 and $21,635 in 2006 and
      2005, respectively.

Note 12 - Riveria I

      The Company's sole customer's ship,  Riveria I, was destroyed by a fire on
      June 28, 2005. The Company's sole customer was pursuing an insurance claim
      from the loss of its  ship.  The  Company  aided  the  customer  with this
      insurance claim for a fee of $2,000 per month.  The fee was not contingent
      upon the customer  receiving any insurance  proceeds,  nor were any of the
      fees outstanding prior to the fire contingent upon the customer  receiving
      any  insurance  proceeds.  On  September  27, 2006  insurance  proceeds of
      $205,957 were received from the insurance company. Of this proceeds $6,046
      went  towards  the  outstanding  receivable  Riveria  I had with  Sophlex,
      leaving a balance of $199,910 as of September 30, 2006, which was included
      in Other Payables.  On October 5, the remaining  proceeds were distributed
      to the required parties including  $183,630 to the owner of the Riveria I,
      $14,136 to crew  members for pay and for the loss of  personal  belongings
      when the ship was lost,  and $2,144 to  Sophlex  ($2,000  for the  October
      management  fee and $144 for bank fees).  This claim is  complete  and the
      Company is no longer receiving the fee of $2,000 per month.

Note 13 - Subsequent Events

      On December 15, 2006 an order appointing  substitute  custodian was signed
      appointing  Sophlex Ship  Management,  Inc. the custodian of M/V Babe. The
      boat was  arrested  on  January 5,  2007.  On  January  9, 2007  Greystone
      Business Credit,  the plaintiff in the case against the M/V Babe, signed a
      maintenance  and  caretaking  proposal of the M/V Babe with  Sophlex  Ship
      Management, Inc. and the amount of $20,819 will be charged to Greystone on
      a monthly basis in 2007.

      On January 16, 2007, a fourth  amendment was issued on the revolving  note
      increasing  the aggregate  principal  amount to $250,000 and extending the
      maturity date to January 15, 2008 (See Note 3).

      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. (See Note 3).

      On March 2, 2007, the Company applied for a $4,100,000 line of credit with
      Greystone Business Credit II, LLC, for the purchase of marine vessels. The
      term of this  financing is for three  years.  The Company has not executed
      closing  documents on this letter of intent.  No funds have been received.
      The Company and the lender have been  completing  due diligence  including
      third party professional reports.

      On March 6, 2007, the Company formed a new wholly owned subsidiary, Marine
      Growth Canada Ltd. This Company was formed to purchase a vessel in Canada.

                                      F-14

<PAGE>


      On March 15, 2007, Marine Growth Canada Ltd., a wholly-owned subsidiary of
      the  Company  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 will 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  the  Company  made an
      initial down payment of $85,000,  with the remaining  purchase price to be
      paid at the closing of the sale.

      On March 16,  2007,  a six  amendment  was  issued on the  revolving  note
      increasing  the aggregate  principal  amount to $400,000 and extending the
      maturity date to February 20, 2008.  As of March 16, 2007,  the balance on
      this note is $369,950 (See Note 3).

                                      F-15

<PAGE>


Item  8. Changes In and Disagreements with Accountants on Accounting  Procedures
      and Financial Disclosures

None

Item  8a. Controls and Procedures

      Under the  direction of our Chief  Executive  Officer and Chief  Financial
Officer,  we  evaluated  our  disclosure  controls and  procedures  and internal
control over financial reportings and concluded that (i) our disclosure controls
and  procedures  were  effective  as of December  31, 2006 and (ii) no change in
internal  controls over financial  reporting  occurred  during the quarter ended
December 31, 2006,  that has  materially  affected,  or is reasonably  likely to
materially affect, our internal control over financial reporting.

Item  8b. Other Information

None

                                    PART III

Item  9.  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                  39         Chairman of the Board
Craig Hodgkins               45         President and Director
Capt. Timothy Levensaler     48         Chief Operating Officer and Director
Katherine Ostruszka          36         Chief Financial Officer and Controller
Frank J. Orlando             34         Executive Vice President and Director
Paul Schwabe                 50         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.


                                       21
<PAGE>

      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.


                                       22
<PAGE>

Item  10. 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


<TABLE>
<CAPTION>
Name & Principal Position  Year    Salary ($) Bonus($)   Stock    Option    Non-Equity     Change in      All Other     Total ($)
                                                         Awards   Awards    Incentive      Pension        Compensation
                                                         ($)      ($)       Plan           Value and      ($)
                                                                            Compensation   Non-Qualified
                                                                            ($)            Deferred
                                                                                           Compensation
                                                                                           Earnings ($)

<S>                        <C>      <C>             <C>       <C>       <C>            <C>            <C>        <C>     <C>
Craig Hodgkins President   2005     100,000         0         0         0              0              0              0   100,000
                           2006     100,000         0         0         0              0              0              0   100,000

Timothy Levensaler Chief   2005     100,000         0         0         0              0              0              0   100,000
Operating Officer          2006     100,000         0         0         0              0              0          6,000   106,000
</TABLE>


Employment Agreements with Executive Officers

Craig Hodgkins

      On July 1,  2004,  we  entered  into an  agreement  with  Craig  Hodgkins,
effective  September  1, 2004,  to employ Mr.  Hodgkins  as our  President.  Mr.
Hodgkins'  employment agreement is for a term of three years, but his employment
is on an "at will" basis,  under which the terms of his employment will continue
unless terminated by either Mr. Hodgkins or by us. Termination by us may be with
or  without  cause,  at any time.  However,  in the event that Mr.  Hodgkins  is
terminated by us without cause Mr. Hodgkins is entitled to receive severance pay
in the form of his base salary at the time of termination.  Mr.  Hodgkins' gross
salary  under the  agreement  is set at an annual  rate of  $100,000;  provided,
however,  that Mr.  Hodgkins  will be entitled to increases of up to $150,000 in
such base salary for any calendar  quarter in which our EBIDTA  exceeds  certain
predetermined milestones.

Capt. Timothy Levensaler

      On July  1,  2004,  we  entered  into  an  agreement  with  Capt.  Timothy
Levensaler, effective September 1, 2004, to employ Capt. Levensaler as our Chief
Operating  Officer.  Capt.  Levensaler's  employment  agreement is for a term of
three years, but his employment is on an "at will" basis,  under which the terms
of his employment will continue unless terminated by either Capt.  Levensaler or
by us. Termination by us may be with or without cause, at any time.  However, in
the event  that  Capt.  Levensaler  is  terminated  by us  without  cause  Capt.
Levensaler  is entitled to receive  severance pay in the form of his base salary
at the time of termination.  Capt. Levensaler's gross salary under the agreement
is set at an annual rate of $100,000;  provided,  however, that Capt. Levensaler
will be  entitled  to  increases  of up to  $150,000 in such base salary for any
calendar quarter in which our EBIDTA exceeds certain predetermined milestones.

      We have not entered into  employment  agreements  with our other executive
officers.


                                       23
<PAGE>

Outstanding Equity Awards at Fiscal Year-End Table.

<TABLE>
<CAPTION>
                          Option Awards                                        Stock Awards
<S>       <C>           <C>             <C>           <C>         <C>         <C>         <C>      <C>         <C>
Name      Number        Number          Equity        Option      Option      Number      Market   Equity      Equity
          of            of              Incentive     Exercise    Expiration  of Shares   Value    Incentive   Incentive
          Securities    Securities      Plan          Price       Date        or Units    of       Plan        Plan
          Underlying    Underlying      Awards:       ($)                     of Stock    Shares   Awards:     Awards:
          Unexercised   Unexercised     Number                                That        or       Number      Market
          Options       Options         of                                    Have        Units    of          or Payout
          (#)           (#)             Securities                            Not         of       Unearned    Value
          Exercisable   Unexercisable   Underlying                            Vested      Stock    Shares,     of
                                        Unexercised                           (#)         That     Units or    Unearned
                                        Unearned                                          Have     Other       Shares,
                                        Options                                           Not      Rights      Units or
                                        (#)                                               Vested   That        Other
                                                                                          ($)      Have        Rights
                                                                                                   Not         Have
                                                                                                   Vested      Not
                                                                                                   (#)         Vested
                                                                                                               ($)
</TABLE>


Not applicable at this time

      As  of  December  31,  2006,  the  Company  has  no  outstanding  options,
restricted stocks or similar awards.

Director Compensation

<TABLE>
<CAPTION>
       Name           Fees     Stock     Option      Non-Equity      Change in       All Other       Total
        (a)          Earned    Awards    Awards    Incentive Plan  Pension Value    Compensation      ($)
                     or Paid     ($)      ($)      Compensation         and             ($)           (h)
                     in Cash     (c)      (d)           ($)        Nonqualified         (g)
                      ($)                               (e)          Deferred
                      (b)                                          Compensation
                                                                     Earnings
                                                                       (f)
<S>                        <C>       <C>       <C>              <C>            <C>      <C>        <C>
  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        100,000*   100,000
 Frank J. Orlando          0         0         0                0              0         60,000*    60,000
   Paul Schwabe            0         0         0                0              0              0          0
</TABLE>


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


      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,  2006,  none of the  Company's  directors  currently
receive any compensation for their service on the Board of Directors

Item  11. Security Ownership of Certain Beneficial Owners and Management

      The  following  table sets forth certain  information,  as of December 31,
2006 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.


                                       24
<PAGE>

<TABLE>
<CAPTION>
Name of                                               Number of Shares Beneficially  Percent of Total
Beneficial Owner (1)                                                Owned (2)

<S>                                                                 <C>                  <C>
David Marks                                                         18,025,000           82.91%
Craig Hodgkins                                                       1,005,000            4.62%
Capt. Timothy Levensaler                                             1,015,000            4.67%
Frank J. Orlando                                                       112,500               *
Katherine Ostruszka                                                      2,500               *
Paul Schwabe                                                             2,500               *
Farwell Equity Partners II, LLC                                     18,000,000(3)        82.80%
All Executive Officers and Directors as a Group                     20,162,500           92.75%
</TABLE>

(6 persons)

      *     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  12. Certain Relationships and Related Transactions

      On January  5, 2006 the  Company  entered  into a  Revolving  Note with an
aggregate  principal amount of $50,000 to Frank Crivello.  Funds are advanced to
us as needed to pay for  ongoing  operations.  This note has 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 us in writing 30 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. As of September 30, 2006, the balance on
this note is $137,450.

On October 6, 2006, a third  amendment  was issued on this note  increasing  the
aggregate principal amount to $200,000.  As of December 31, 2006, the balance on
this note is $194,250.

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 and will be due on February 20, 2008. As
of March 16, 2007, the balance on this note is $369,950.


                                       25
<PAGE>

Item  13. Exhibits

Number  Description

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

Item    14. Principal Accountant Fees and Services

      Fees for professional  services provided by Weinberg & Company,  P.A., the
Company's  independent  registered  public accounting firm, for the fiscal years
ended December 31, 2006 and 2005 in each of the following categories were:

                                               Fiscal Year Ended December 31,
                                                    2006            2005
                                                ------------   ------------
Audit Fees                                      $    111,374   $     57,190
Audit-Related Fees                                     8,061         13,830
                                                ------------   ------------
Total                                           $    119,435   $     71,020
                                                ============   ============

      Audit Fees:  The aggregate  fees billed by Weinberg & Company,  P.A.,  for
professional  services  rendered for the audit of the Company's annual financial
statements for the fiscal years ended December 31, 2006 and 2005, and the review
of the financial statements included in the Company's Forms 10QSB for the fiscal
years ended 2006 and 2005 were approximately $32,498 and $19,691.

      Audit-Related Fees: The aggregate fees billed by Weinberg & Company, P.A.,
for  assurance  and  related  services  that  are  reasonably   related  to  the
performance of the audit or review of the Company's financial statements for the
fiscal years ended  December 31, 2006 and 2005 and that are not disclosed in the
paragraph  captioned "Audit Fees" above, were $8,061 and $13,830,  respectively.
The services  performed by Weinberg & Company,  P.A., in connect with these fees
consisted primarily of review of the Company's SB-2 filings.

      All Other Fees: There were no other fees paid to Weinberg & Company, P.A.


                                       26
<PAGE>

                                   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:   March 22, 2007               By: /s/ Craig Hodgkins
                                          --------------------------------
                                          Craig Hodgkins
                                          President and Director
                                          (Principal Executive Officer)

Date:     March 22, 2007              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

<TABLE>
<CAPTION>
                  SIGNATURE                         TITLE                                 DATE

<S>                                     <C>                                             <C>
/s/ David Marks
-------------------------               Chairman of the Board                           March 22, 2007
David Marks

/s/ Craig Hodgkins
-------------------------               President and Director                          March 22, 2007
Craig Hodgkins

/s/ Katherine Ostruszka                 Chief Financial Officer and Controller
-------------------------               (Principal   Accounting Officer and Principal
Katherine Ostruszka                     Financial Officer)                              March 22, 2007

/s/ Capt. Timothy Levensaler
-------------------------               Chief Operating Officer and Director            March 22, 2007
Capt. Timothy Levensaler

/s/ Frank J. Orlando
-------------------------
Frank J. Orlando                        Executive Vice President and Director           March 22, 2007

/s/ Paul Schwabe
-------------------------
Paul Schwabe                            Secretary and Director                          March 22, 2007
</TABLE>


                                       27
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                              Description

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


                                       28