**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, 2007**
 o
                  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
                  Employerof
                  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
o
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B 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. x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).       Yes  o  No  x
 
 The
        Issuer's revenues for the year ending December 31, 2007 were $158,236.
 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 December 31, 2007, the aggregate market
        value of voting stock held by non-affiliates was $1,182,750, based on the
        closing prices as quoted on the OTC Bulletin Board under the symbol “MGRW”, of
        $0.75.
 
 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 13, 2008 – 21,739,500 shares
        of common stock.
  
  **MARINE
        GROWTH VENTURES, INC.**
 **FORM
        10-KSB**
 **FOR
        THE FISCAL YEAR ENDED DECEMBER 31, 2007**
 **TABLE
        OF CONTENTS**
 
 PART
                  IItem
                  1.
              Description
                  of Business
              3Item
                  2.
              Description
                  of Property
              14Item
                  3.
              Legal
                  Proceedings
              14Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              14PART
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters
              15Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operations
              16Item
                  7.
              Financial
                  Statements
              21Consolidated
                  Balance Sheet as of December 31, 2007
              25Consolidated
                  Statements of Operations for the Years Ended December 31, 2007
                  and 2006
              26Consolidated
                  Statements of Stockholders’ Deficiency for the Years Ended December 31,
                  2007 and 2006
              27Consolidated
                  Statements of Cash Flows for the Years Ended December 31, 2007
                  and 2006
              28Notes
                  to Consolidated Financial Statements as of December 31,
                  2007
              29Item
                  8.
              Changes
                  In and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              39Item
                  8A.
              Controls
                  and Procedures
              39Item
                  8B.
              Other
                  Information
              40PART
                  IIIItem
                  9.
              Directors
                  and Executive Officers of Marine Growth Ventures, Inc.
              41Item
                  10.
              Executive
                  Compensation
              42Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              44Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              45Item
                  13.
              Exhibits
              46Item
                  14.
              Principal
                  Accountant Fees and Services
              48SIGNATURES
              49INDEX
                  TO EXHIBITS
              50
  2
  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 purchased
        by
        the Company.
 
 In
        addition, we are also pursing other opportunities in the shipping industry.
 
 *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 each country in which the ship is under its Flag.
  3
  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.
   In
        order
        to be able to provide crewmembers, we maintain relationships with employment
        agencies in the Philippines, 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 fee 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:
 
 ·
              purchasing
                  new vessels or second-hand vessels (we have assisted in the purchase
                  of
                  two vessels);
 ·
              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);
 ·
              shipyard
                  supervision of new vessels and conversion projects (we have assisted
                  in
                  three conversion projects);
 ·
              assist
                  in devising and obtaining optimal insurance coverage and management
                  of
                  insurance related matters (we have assisted in two insurance programs);
                  and
 ·
              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
        certifications, which allow it to operate safely and legally.
  4
  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 until 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:
 
 ·
              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.
 ·
              Loan
                  Placement Fees - This is a fee for arranging financing to be funded
                  by a
                  third party.
 ·
              Loan
                  Servicing Fees - This is a fee for servicing/monitoring the loan
                  provided
                  by a third party on a monthly
                  basis.
 ·
              Rate
                  Arbitrage Income - This is the income derived from the difference
                  between
                  our borrowing costs, and the interest rate charged to the
                  borrower.
 ·
              Credit
                  Enhancement Fees - This is a fee for providing a guarantee or additional
                  collateral to a third-party's loan.
 
 5
 
 *Cruise
        Timeshares*
 
 We
        have
        purchased a ship named the “PACIFIC AURORA” for our timeshare at sea program.
        The “PACIFIC AURORA’ is a 188 foot Canadian flagged cruise ship. We have reached
        and signed an agreement with Destiny Cruise Ventures to provide us with
        marketing and sales broker services to sell timeshare periods on our vessel.
        In
        addition we have signed an Affiliation Agreement with Resorts Condominium
        International (RCI) which allows our customers to expand their vacation choices
        by exchanging points. We were also pleased to announce our ship was assigned
        “Gold Crown” status by RCI after the ship was inspected by them.
 
 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:
 
 ·
              all
                  inclusive vacations which include meals and other services at no
                  additional cost;
 ·
              the
                  ability to avoid adverse weather on a seasonal basis;
                  and
 ·
              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:
 
 ·
              the
                  projected costs of a cruise timeshare vacation would cost less
                  than a
                  comparable commercial cruise
                  vacation;
 ·
              cruise
                  timeshare ownership and/or use can be loaned, given away or sold
                  by the
                  purchasers;
 ·
              based
                  upon predetermined preferences, purchasers of cruise timeshares
                  will be
                  able to receive their preference for food, beverage and recreational
                  services.
 
 Our
        Strategy
 
 We
        will
        sell timeshare intervals aboard our company owned vessel.
  6
  In
        addition to our agreement with Destiny Cruise Ventures, we have created initial
        trip itineraries, 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 have been approved by the State of Florida to sell
        timeshares. Florida is the only State that has legislation in place governing
        the sale of timeshares.
 
 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
        purchased a cruiseship suitable for timeshares.  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 $18,000. 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 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.
 
 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 assembled from (a) our
        own
        lists that have been acquired while selling real estate and cruise timeshares,
        (b) cooperating and participating timeshare sales organizations that have
        acquired list in the same manner, (c) timeshare exchange companies, (d) retail
        and other travel entities participating in cruise timeshare sales, (e) list
        companies that sell us specific lists, such as lists of consumers that own
        a
        timeshare and have taken a cruise, (f) lead generating programs such as trade
        shows and other advertising and promotions, and (g) otherwise as opportunities
        arise. We believe o ur
        present marketing capabilities, which includes the experience of Destiny
        Cruise
        Ventures are sufficient to produce prospective buyers .
  7
  Once
        full
        service operations begin, the cruise vessel will be utilized to provide
        commercial cruises where 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 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 no direct competitor in the cruise timeshare industry
        and
        we are the first timeshare cruise ship to be approved by the State of Florida.
        However, real estate timeshares, commercial cruises and vacation exchange
        companies will all compete with us for customers.
 
 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 for 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 will 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. Our cruise timeshares will be associated with
        a
        vacation club which will permit real estate time share owners to exchange
        their
        weekly real estate time share for use of a cruise timeshare 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 U.S. 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*
  Although
        real estate timeshare sales personnel must normally have a real estate license,
        a cruise timeshares does not involve real estate, and are 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.
  8
  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.
        MGC  has
        completed documentation necessary for a full registration of a public
        offering statement in Florida, which has been approved by Florida and even
        though not required elsewhere, we will continue to provide buyers at every
        location with documentation similar to that required by Florida.
 
 Risks
        Related to Our Business
 
 *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 $2,811,861 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 cruise vessel 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
          have substantial doubt about our ability to continue as a going
          concern.*
  As
          we
          note in our consolidated balance sheets as of December 31, 2007 and our
          related
          consolidated statements of operations, stockholders’ equity, and cash flows for
          the year ended December 31, 2007, we have experienced, and expect to continue
          to
          experience, recurring net losses, negative cash flows from operations,
          limited
          amount of funds on our balance sheet. Accordingly, we have substantial
          doubt
          about our ability to continue as a going concern. We have prepared our
          financial
          statements on a going concern basis, which contemplates the realization
          of
          assets and the satisfaction of liabilities and commitments in the normal
          course
          of business. The consolidated financial statements do not include any
          adjustments that might be necessary should we be unable to continue in
          existence.
 
 *Concentration
        of Credit.*
 
 Separate,
        singular customers accounted for the total revenue for the twelve months
        ended
        December 31, 2007 and 2006.  On August 28, 2007, Fractional Marine, Inc., a
        wholly-owned subsidiary of Marine Growth Ventures, Inc., entered into a Bareboat
        Sub-Charter with an individual pursuant to which that individual will charter
        hire the M/V Babe for $6,000 per month until February 1, 2008 upon which
        time
        the individual has a purchase option.
 
 Additionally,
        the Company was the court appointed substitute custodian for the 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. The
        final
        custodial payment was made in July, 2007 and no further fees will be charged
        to
        Greystone on a monthly basis in 2007.
 
 *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.
  9
  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.
 
 *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
 
 *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.
 
 *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 $18,000, with annual
        dues between $1,000 and $1,400 for a minimum period of 10 years. As of December
        31, 2007, 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,
        whether our pricing structures for timeshares will be profitable or whether
        we
        will be able to sell timeshares in sufficient quantities. If our pricing
        is
        inadequate to general a profit or we are unable to sell timeshares in sufficient
        quantities, our operations will be negatively impacted.
  10
  *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.
  Risks
        Related To Our Stock
 
 *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.
  11
  *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. This may cause our stock price to decline and result
        in a
        loss of a portion or all of your investment.
 
 *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 affect on our financial performance, balance sheet and stock price
        and
        require us to implement cost reduction initiatives and curtail or cease
        operations. This
        may
        cause our stock price to decline and result in a loss of a portion or all
        of
        your investment.
 
 *The
        cruise vessel timeshare business concept may be commercially viable which
        could
        result in a decline of our stock price and a loss of your
        investment.*
  The
        cruise vessel timeshare business concept is still in the development stage.
        Further marketing efforts will be required to determine whether it will be
        profitable for the Company. We may not succeed in developing the concept
        into a
        profitable business for the Company. If we are not successful in developing
        a
        profitable business for the Company with the cruise timeshare concept, our
        ability to generate revenues will be severely limited. This could have a
        material adverse affect on our business and operating results and cause our
        stock price to decline, resulting in a loss of a portion or all of your
        investment.
  *Our
        common stock has experienced in the past, and is expected to experience in
        the
        future, significant price and volume volatility, which substantially increases
        the risk that you may not be able to sell your shares at or above the price
        that
        you pay for the shares.*
 
 Certain
        factors, some of which are beyond our control, that may cause our share price
        to
        fluctuate significantly include, but are not limited to, the
        following:
  ·
              variations
                  in our quarterly operating results;·
              our
                  ability to successfully market and sell cruise vessel
                  timeshares;·
              changes
                  in market valuations of similar companies;·
              announcement
                  by us or our competitors of significant contracts, acquisitions,
                  strategicpartnerships,
                  joint ventures or capital commitments;·
              additions
                  or departures of key personnel; and·
              fluctuations
                  in stock market price and volume.
  12
  Additionally,
        in recent years the stock market in general, and the Over-the-Counter Bulletin
        Board and technology stocks in particular, have experienced extreme price
        and
        volume fluctuations. In some cases these fluctuations are unrelated or
        disproportionate to the operating performance of the underlying company.
        These
        market and industry factors may materially and adversely affect our stock
        price
        regardless of our operating performance. The historical trading of our common
        stock is not necessarily an indicator of how it will trade in the future
        and our
        trading price as of the date of this prospectus is not necessarily an indicator
        of what the trading price of our common stock might be in the future. In
        the
        past, class action litigation has often been brought against companies following
        periods of volatility in the market price of those companies’ common stock. If
        we become involved in this type of litigation in the future it could result
        in
        substantial costs and diversion of management attention and resources, which
        could have a further negative affect on your investment in our
        stock.
  *Our
        issuance of common stock at a price below prevailing trading prices at the
        time
        of issuance may cause our stock price to decline* *.*
 
 Currently
        outstanding options, convertible notes and warrants, as well as other
        convertible securities that we may issue in the future, may result in shares
        being issued for consideration that is less than the trading price of our
        common
        stock at the time the shares are issued. We may also issue shares in the
        future
        at a discount to the trading price of our common stock. Any such below market
        issuances, or the potential for such issuances, could cause our stock price
        to
        decline.
 
 *Shares
        of our common stock may be subject to price illiquidity and volatility because
        our shares may continue to be thinly traded and may never become eligible
        for
        trading on Nasdaq or a national securities exchange.*
  Although
        a trading market for our common stock exists, the trading volume has not
        been
        significant and an active trading market for our common stock may never develop.
        There currently is no analyst coverage of our business. As of March 13, 2008,
        21,739,500 common shares were issued and outstanding. Furthermore, the average
        three month trading volume for our common shares has been approximately 572,500
        (or approximately 2.6% of the total outstanding. The trading volume of our
        shares will continue to be limited due to resale restrictions under applicable
        securities laws and the fact that approximately 92.75% of our outstanding
        shares are held by our officers and directors. As a result of the limited
        trading market for our common stock and the lack of analyst coverage, the
        market
        price for our shares may continue to fluctuate significantly and will likely
        be
        more volatile than the stock market as a whole. There may be a limited demand
        for shares of our common stock due to the reluctance or inability of certain
        investors to buy stocks quoted for trading on the OTC Bulletin Board, lack
        of
        analyst coverage of our common stock and limited trading market for our common
        stock. As a result, even if prices appear favorable, there may not be sufficient
        demand to complete a stockholder’s sell order. Without an active public trading
        market or broader public ownership, shares of our common stock are likely
        to be
        less liquid than the stock of public companies with broad public ownership
        and
        an active trading market, and any of our stockholders who attempt to sell
        their
        shares in any significant volumes may not be able to do so at all, or without
        depressing the publicly quoted bid prices for our shares.
  While
        we
        may, at some point, be able to meet the requirements necessary for our common
        stock to be listed on the Nasdaq stock market or on another national securities
        exchange, we cannot assure you that we will ever achieve such a listing.
        Listing
        on one of the Nasdaq markets or one of the national securities exchanges
        is
        subject to a variety of requirements, including minimum trading price and
        minimum public “float” requirements. There are also continuing eligibility
        requirements for companies listed on national securities exchanges. If we
        are
        unable to satisfy the initial or continuing eligibility requirements of any
        such
        market, then our stock may not be listed or could be delisted. This could
        result
        in a lower trading price for our common stock and may limit your ability
        to sell
        your shares, which could result in you losing some or all of your
        investment.
  13
  *The
        so-called “penny stock rule” makes it cumbersome for brokers and dealers to
        trade in our common stock, making the market for our common stock less liquid
        which could cause the price of our stock to decline.*
  Trading
        of our common stock on the OTC Bulletin Board is subject to certain
        provisions of the Securities Exchange Act of 1934, commonly referred to as
        the
“penny stock” rule. A penny stock is generally defined to be any equity security
        that has a market price less than $5.00 per share, subject to certain
        exceptions. Because our common stock has historically traded below $5.00
        per
        share, it is deemed to be a penny stock, and consequently trading in our
        stock
        is subject to additional sales practice requirements on
        broker-dealers.
  These
        require a broker-dealer to:
  ·
              make
                  a special suitability determination for purchasers of our
                  shares;·
              receive
                  the purchaser’s written consent to the transaction prior to the purchase;
                  and·
              deliver
                  to a prospective purchaser of our stock, prior to the first transaction,
                  a
                  risk disclosuredocument
                  relating to the penny stock market.
  Consequently,
        the penny stock rules restrict the ability of broker-dealers to trade and/or
        maintain a market in our common stock. Also, prospective investors may not
        want
        to get involved with the additional administrative requirements which may
        have a
        material adverse effect on the trading of our shares.
 
 *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.
 
 **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 24 months, which began on September 1, 2007
        and
        expires on August 31, 2009, which includes options to renew. We currently
        pay
        rent and related costs of $2,382.94 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
        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.
 
 14
  **PART
        II**
 
 **Item
                5.**
              **Market
                  for Common Equity and Related Stockholder
                  Matters**
 
 Our
        common stock has been trading publicly on the OTC Bulletin Board under the
        symbol "MGRW" since July, 2007. The table below sets forth the range of
        quarterly high and low closing sales prices for our common stock on the OTC
        Bulletin Board during the calendar quarters indicated. The quotations reflect
        inter-dealer prices, without retail mark-ups, markdowns, or conversion, and
        may
        not represent actual transactions.
 
 COMMON
        STOCK
 
 2007Third
                  Quarter
              
              
              0.90
              
              
              0.30Fourth
                  Quarter
              
              
              0.90
              
              
              0.40
 
 The
        transfer agent for our common stock is:
 Interwest
        Transfer
 1981
        East
        4800 South, Suite 100
 Salt
        Lake
        City, UT 84117
 
 **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 provisions in our articles of
        incorporation or bylaws that restrict us from declaring dividends. However,
        agreements we may enter into in connection with debt financing in the future
        may
        restrict our ability to declare dividends, without lenders consent.
  **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, 2007.
  ***EQUITY
        COMPENSATION PLAN INFORMATION***
  **Plan category**
              
              **Number of securities**
                **to be issued upon**
                **exercise of**
                **outstanding options,**
                **warrants and rights**
              
              **Weighted average**
                **exercise price of**
                **outstanding**
                **options,**
                **warrants and rights**
              
              **Number of securities****remaining available****for future issuance****under equity**
                **compensation plans**
                **(excluding securities**
                **reflected in column (a)****(a)**
              
              **(b)**
              
              **(c)****Equity
                  compensation plans approved by security holders**
              
              
              -0-
              
              
              -0-
              
              
              -0-**Equity
                  compensation plans not approved by security
                  holders**
              
              
              -0-
              
              
              -0-
              
              
              -0-**Total**
              
              
              -0-
              
              
              -0-
              
              
              -0-
  15
  **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, and 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 to develop cruise vessels for a new
        industry referred to as cruise timeshares, which combines the traditional
        real
        estate timeshares concept with commercial cruise vacations. Purchasers of
        cruise
        timeshares will receive the right to a seven-day cruise each year for up
        to a
        period of 15 years aboard a cruise ship purchased by the Company.
 
 **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
        $1,488,295 and a negative cash flow from operations of $655,544 for the twelve
        months ended December 31, 2007.
 
 *Twelve
        Months Ended December 31, 2007 and 2006:*
 
 Revenue: Revenue
        was $158,236 for the twelve months ended December 31, 2007 compared to $20,000
        earned in the twelve months ended December 31, 2006. This increase was a
        result
        of Sophlex Ship Management, Inc., being appointed as the substitute custodian
        of
        M/V Babe. This 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. The final custodial payment was made in July, 2007 and no
        further fees will be charged to Greystone on a monthly basis in 2007. On
        August
        28, 2007, Fractional Marine, Inc., a wholly owned subsidiary of Marine Growth
        Ventures, Inc., entered into a Bareboat Sub-Charter with an individual pursuant
        to which that individual charter hired the M/V Babe for $6,000 per month
        until
        February 1, 2008 at which time the individual has a purchase option. As of
        February 21, 2008, the individual has not paid the monthly lease payment
        for
        January and February 2008, the security deposit, or secured financing for
        the
        purchase of the ship.  The individual is in default of the bareboat
        sub-charter. The individual, however, is in talks with the Company to extend
        the
        agreement.  The Company has prepared the required documentation to
        foreclose on the collateral for the security deposit, if an agreement is
        not
        reached.  For the nine months ended September 30, 2006, the Company’s sole
        customer was pursuing an insurance claim for the loss of its ship in 2005.
        The
        Company aided this customer with this insurance claim for a fee of $2,000
        per
        month. The fee was not contingent upon the customer receiving any proceeds,
        nor
        were any of fees outstanding prior to the fire contingent upon the customer
        receiving any insurance proceeds. This claim was completed in October, 2006
        and
        the Company is no longer receiving the fee of $2,000 per
        month.
  16
  Payroll
        and Related Expenses: Payroll
        and related expenses were $360,764 for the twelve months ended December 31,
        2007
        compared to $351,046 for the twelve months ended December 31, 2006, representing
        an increase of $9,718.
 
 Professional
        Fees: Professional
        fees were $356,478 for the twelve months ended December 31, 2007 compared
        to
        $202,841 for the twelve months ended December 31, 2006. Professional fees
        increased by $153,637 in the twelve months ended December 31, 2007. These
        fees
        increased due to the creation and documentation of the legal materials necessary
        for the cruise share timeshares.
 
 General
        and Administrative Expenses: General
        and administrative expenses were $104,690 and $61,562 for the twelve months
        ended December 31, 2007 and 2006, respectively. General and administrative
        expenses increased by $43,128 in the twelve months ended December 31, 2007
        as
        compared to the twelve months ended December 31, 2006. This increase is
        primarily as a result of an increase in travel with the purchase of the Pacific
        Aurora in the amount of $10,436, an increase in telephone costs of $3,432,
        an
        increase in rent of $2,189, an increase in investor relations fees of $15,000
        and an increase in expenses related to corporate filings with the SEC and
        others
        of $8,897.
 
 Operating
        Expenses: Operating expenses were $452,442 for the twelve months ended December 31,
        2007
        compared to $570 for the twelve months ended December 31, 2006. This increase
        was primarily due the acquisition of the M/V Pacific Aurora and the custodial
        agreement of the M/V Babe. For the twelve months ended December 31, 2007,
        the
        majority of the expenses were as follows: ship insurance was $62,376,
        contractors were $19,430, parts and supplies were $156,856, security was
        $5,884,
        and crew related expenses were $180,420.
  Other
        Expenses: Other
        Expenses were $225,856 and $11,855 for the twelve months ended December 31,
        2007
        and 2006, respectively. Other expenses increased by $214,002 for the twelve
        months ended December 31, 2007. This increase was due to the acquisition
        of the
        M/V Pacific Aurora. For the twelve months ended December 31, 2007, bank fees
        were $2,062, finance charges were $3,181, interest expense was $180,655,
        gst/sales tax was $183, loan services fees were $26,198, amortization was
        $12,469 and organizational costs were $1,109. For the twelve months ended
        December 31, 2006, bank fees were $322, finance charges were $1,561, and
        interest expense was $9,972.
 
 Net
        Loss : Net loss
        before income taxes was $1,488,295 and $607,882 for the twelve months ended
        December 31, 2007 and 2006, respectively. The increase in net loss is attributed
        to expenses related to the purchase of the M/V Pacific Aurora.
 
 **Liquidity
        and Capital Resources**
 
 For
        the
        twelve months ended December 31, 2007, we had a negative cash flow from
        operations of $655,544 compared to a negative cash flow of $196,780 as of
        December 31, 2006, an increase in the negative cash flow of $458,764. Since
        inception, we have been dependent upon proceeds of loans from our stockholders
        and receipt of capital investment to fund our continuing activities.
  17
  For
        the
        twelve months ended December 31, 2007, we had a net loss of $1,488,295 compared
        to a net loss of $607,882 for the twelve months ended December 31, 2006,
        an
        increase in the net loss of $880,413.
 
 Separate,
        singular customers accounted for the total revenue for the twelve months
        ended
        December 31, 2007 and 2006.  On August 28, 2007, Fractional Marine, Inc., a
        wholly-owned subsidiary of Marine Growth Ventures, Inc., entered into a Bareboat
        Sub-Charter with an individual pursuant to which that individual will charter
        hire the M/V Babe for $6,000 per month until February 1, 2008 upon which
        time
        the individual has a purchase option. As of March 31, 2008, the individual
        has
        not paid the monthly lease payment for January and February 2008, the security
        deposit, or secured financing for the purchase of the ship.  The individual
        is in default of the bareboat sub-charter. The individual, however, is in
        talks
        with the Company to extend the agreement.  The Company has prepared the
        required documentation to foreclose on the collateral for the security deposit,
        if an agreement is not reached.
 
 Additionally,
        the Company was the court appointed substitute custodian for the 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. The
        final
        custodial payment was made in July, 2007 and no further fees will be charged
        to
        Greystone on a monthly basis in 2007.
 
 For
        the
        three months ended June 30, 2006, the Company’s sole customer was pursuing an
        insurance claim for the loss of its ship in 2005. The Company aided this
        customer with this insurance claim for a fee of $2,000 per month. The fee
        was
        not contingent upon the customer receiving any proceeds, nor were any of
        fees
        outstanding prior to the fire contingent upon the customer receiving any
        insurance proceeds. This claim was completed in October, 2006 and the Company
        is
        no longer receiving the fee of $2,000 per month.
 
 As
        of
        December 31, 2005, the Company 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 prior to the Company filing its SB2.
 
 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. Several amendments have been made in 2007 to
        this
        note increasing the aggregate principal amount. On January 16, 2007, a fourth
        amendment was issued on the revolving note increasing the aggregate principal
        amount to $250,000. On February 20, 2007, a fifth amendment was issued on
        the
        revolving note increasing the aggregate amount to $300,000 and extending
        the
        maturity date to February 20, 2008. On March 16, 2007, a sixth amendment
        was
        issued on the revolving note increasing the aggregate amount to $400,000.
        On
        March 26, 2007, a seventh amendment was issued on the revolving note increasing
        the aggregate amount to $500,000. On May 16, 2007, an eighth amendment was
        issued on the revolving note increasing the aggregate amount to $600,000.
        On
        July 3, 2007 a ninth amendment was issued on the revolving note increasing
        the
        aggregate principal amount to $700,000. On September 19, 2007, a tenth amendment
        was issued on the revolving note, increasing the aggregate principal amount
        to
        $800,000. On March 19, 2008, an eleventh amendment was issued on the revolving
        note extending the maturity date to February 20, 2009. The interest expense
        in
        2007 on this note was $54,895. The balance on this note is $833,976 ($769,050
        in
        principal and $64,926 in accrued interest) as of December 31, 2007.
  18
  On
        August
        1, 2007, the Company issued a revolving note (the “Note”), with an aggregate
        principal amount of $100,000 to an entity that is controlled by the Chairman
        of
        the Board of Directors .
        Funds
        are advanced to the Company, as needed, to finance ongoing operations. The
        Note
        had a maturity date of July 31, 2008. It has been agreed that the maturity
        date
        will extend to December 31, 2008 unless the lender notifies the borrower,
        in
        writing, thirty days prior to the maturity date. This Note bears an interest
        rate of 10%. On September 6, 2007 an amendment was issued on the revolving
        note
        increasing the aggregate amount to $200,000. On November 27, 2007 an amendment
        was issued on the revolving note increasing the aggregate amount to $300,000.
        On
        January 4, 2008 an amendment was issued on the revolving note increasing
        the
        aggregate amount to $400,000. The interest expense in 2007 was $6,757. The
        balance on this note was $282,257 ($275,500 in principal and $6,757 in accrued
        interest) as of December 31, 2007. The principal balance on this note is
        $491,000 as of March 26, 2008.
 
 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
        may be a continuing source of liquidity to fund our operations, however,
        it is
        not a guarantee. Accordingly, we will need to seek funding in the near future.
 
 To
        obtain
        funding for the purchase the Pacific Aurora, a Canadian flagged vessel, on
        March
        27, 2007, Marine Growth Canada, Ltd. and Marine Growth Finance & Charter,
        Inc., wholly-owned subsidiaries of Marine Growth Ventures, Inc., entered
        into a
        Loan and Security Agreement with Greystone Business Credit II LLC. Pursuant
        to
        the terms of the Loan and Security Agreement, Marine Growth Canada, Ltd.
        and
        Marine Growth Finance & Charter, Inc. issued a Term Note to Greystone
        Business Credit II, LLC in the aggregate principal amount of $1,500,000 for
        a
        term of two years. The Term Note bears interest at a rate of 2.25%, plus
        the
        prime interest rate.
 
 Marine
        Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc. granted a
        security interest in all of its assets, including the Pacific Aurora, to
        Greystone Business Credit II, LLC as security for the financing facility.
        Marine
        Growth Canada, Ltd., and Marine Growth Finance & Charter, Inc. paid a
        commitment fee of $22,500 and will pay a loan servicing fee of .2% each month
        based on the outstanding principal of the Term Note.
 
 In
        addition, the Company executed a Guaranty in favor of Greystone Business
        II, LLC
        to guaranty the full payment of all obligations due under the Term Note.
        In
        conjunction with this, a stockholder, who is also the majority member of
        the LLC
        that is the majority owner of the
        Company, pledged 300,00 shares of his common stock of an unrelated public
        company.
 
 Our
        ability to continue as a going concern is dependent on our ability to obtain
        additional funds through debt and equity funding as well as from sales of
        various services. The
        Company expects to begin timeshare sales in the 2nd quarter of 2008, which
        is
        expected to produce positive income and cash flow for the company. With these
        sales the Company anticipates that it will become less reliant on short-term
        financing.
 
 **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.
  19
  **Critical
        Accounting Policies**
 
 *Going
        Concern:*
 
 Our
        ability to continue as a going concern is dependent on our ability to obtain
        additional funds through debt and equity funding as well as from sales of
        various services. The
        Company expects to begin timeshare sales in the 2nd quarter of 2008, which
        is
        expected to produce positive income and cash flow for the company. With these
        sales the Company anticipates that it will become less reliant on short-term
        financing.
 
 *Concentrations
        of Credit Risk*
 
 Separate,
        singular customers accounted for the total revenue for the twelve months
        ended
        December 31, 2007 and 2006.  On August 28, 2007, Fractional Marine, Inc., a
        wholly-owned subsidiary of Marine Growth Ventures, Inc., entered into a Bareboat
        Sub-Charter with an individual pursuant to which that individual will charter
        hire the M/V Babe for $6,000 per month until February 1, 2008 upon which
        time
        the individual has a purchase option. As of February 21, 2008, the individual
        has not paid the monthly lease payment for January and February 2008, the
        security deposit, or secured financing for the purchase of the ship.  The
        individual is in default of the bareboat sub-charter. The individual, however,
        is in talks with the Company to extend the agreement.  The Company has
        prepared the required documentation to foreclose on the collateral for the
        security deposit, if an agreement is not reached.
 
 Additionally,
        the Company was the court appointed substitute custodian for the 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. The
        final
        custodial payment was made in July, 2007 and no further fees will be charged
        to
        Greystone on a monthly basis in 2007.
  *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. The Company recognizes charter revenue on the
        first
        of the month when the fee is billed.
 
 20
  Item
                7.
              Financial
                  Statements
 
 **Marine
        Growth Ventures, Inc.**
 **And
        Subsidiaries**
 **Consolidated
        Financial Statements**
 **For
        the Years Ended December 31, 2007 and 2006**
  21
  **Marine
        Growth Ventures, Inc. and Subsidiaries**
 
 **Table
                  of Contents**
              
              **Page**Report
                  of Independent Registered Public Accounting Firm-Demetrius & Company,
                  L.L.C.
              
              **1**Report
                  of Independent Registered Public Accounting Firm-Weinberg & Company,
                  PA
              
              **2**Consolidated
                  Balance Sheet as of December 31, 2007
              
              **3**Consolidated
                  Statements of Operations for the Years endedDecember
                  31, 2007 and 2006
              
              **4**Consolidated
                  Statements of Stockholders’ Deficiency for theYears
                  ended December 31, 2007 and 2006
              
              **5**Consolidated
                  Statements of Cash Flows for the Years endedDecember
                  31, 2007 and 2006
              
              **6**Notes
                  to Consolidated Financial Statements as of December 31,
                  2007
              
              **7-16**
  22
  **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, 2007 and the related
        statements of operations, stockholders' deficiency and cash flows for the
        years
        ended December 31, 2007. 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, 2007 and the consolidated results of
        their
        operations and their cash flows for the years ended December 31, 2007 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 $2,817,591,
        stockholders’ deficiency of $2,267,476, net loss of $1,488,295 and net cash used
        in operations of $655,544 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.
 
 
 Demetrius
        & Company, L.L.C.
 
 Wayne,
        New Jersey
 March
        24,
        2008
 Financials
          Page 1
 23
  **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 statements of operations, changes in
        stockholders’ deficiency and cash flows of Marine Growth Ventures, Inc. and
        Subsidiaries (the “Company”) for the year ended December 31, 2006. 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 audit.
 
 We
        conducted our audit in accordance with standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the consolidated financial statements. An audit also includes
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall financial statement presentation.
        We believe that our audit provides a reasonable basis for our
        opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly
        in all material respects, the consolidated results of operations and cash
        flows
        of Marine Growth Ventures, Inc. and Subsidiaries for the year ended December
        31,
        2006, 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 has a working capital deficiency,
        stockholders’ deficiency, net loss from operations and a negative cash flow from
        operations which raises substantial doubt about the Company’s ability to
        continue as a going concern. 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
  Financials
        Page 2
 24
  **Marine
        Growth Ventures, Inc and Subsidiaries**
 **Consolidated
        Balance Sheet**
 **As
        of December 31, 2007**
 
 **December 31, 2007****ASSETS****CURRENT
                ASSETS**Other
                  Receivables
              
              $
              501Prepaid
                  Expenses
              
              
              719Loan
                  Reserve
              
              
              67,916Total
                  Current Assets
              
              
              69,136**FIXED
                  ASSETS, NET**
              
              
              1,504,301**PRE
                  PAID FINANCING COSTS**
              
              
              20,781**OTHER
                  ASSETS**Accounting
                  Retainer
              
              
              5,000Other
                  Deposits
              
              
              2,181Receivables
              
              
              186,000Total
                  Other Assets
              
              
              193,181**TOTAL
                  ASSETS**
              
              **$**
              **1,787,399****LIABILITIES
                  AND STOCKHOLDER'S EQUITY****CURRENT
                  LIABILITIES**Accrued
                  Payroll
              
              $
              581,414Accounts
                  Payable
              
              
              376,290Cash
                  Overdraft
              
              
              17,343Accrued
                  Interest Payable
              
              
              135,905Accrued
                  Expenses
              
              
              261,226Deferred
                  Expenses
              
              
              19,166Other
                  Payable – Security Deposit
              
              
              180,000Note
                  Payable – Greystone
              
              
              270,833Note
                  Payable – Other
              
              
              275,500Note
                  Payable – Stockholder
              
              
              769,050Total
                  Current Liabilities
              
              
              2,886,727**LONG
                  TERM LIABILITIES**Greystone
                  Note Payable
              
              
              1,168,150Total
                  Long Term Liabilities
              
              
              1,168,150**TOTAL
                  LIABILITIES**
              
              
              4,054,877**STOCKHOLDERS'
                  DEFICIENCY**Preferred
                    Stock, $0.001 par value, 5,000,000 shares authorized, none issued
                    or
                    outstandingCommon
                    Stock, $0.001 par value, 100,000,000 shares authorized, 21,739,500
                    issued
                    and outstanding
              
              
              21,740Additional
                  Paid-In Capital
              
              
              555,699Accumulated
                  Deficit
              
              
              (2,811,862
              )Accumulated
                  Other Comprehensive (Loss)
              
              
              (33,053
              )Total
                  Stockholders' Deficiency
              
              
              (2,267,476
              )**TOTAL
                    LIABILITIES & STOCKHOLDERS'****DEFICIENCY**
              
              **$**
              **1,787,399**
 
 See
        Accompanying Notes to Consolidated Financial Statements
  Financials
        Page 3
 25
 
 **Marine
                  Growth Ventures, Inc and Subsidiaries****Consoldiated
                  Statement of Operations****For
                  the Years Ended December 31, 2007 and
                  2006**
  **2007**
              
              **2006****REVENUE**Ship
                  Management Fees and Consulting Income
              
              $
              134,236
              
              $
              20,000Ship
                  Leasing
              
              
              24,000
              
              
              -Total
                  Revenue
              
              
              158,236
              
              
              20,000Cost
                  of Sales
              
              
              143,947
              
              
              -NET
                  REVENUE
              
              
              14,289
              
              
              -**EXPENSES**Payroll
                  and Related Expenses
              
              
              360,764
              
              
              351,046Professional
                  Fees
              
              
              356,478
              
              
              202,841General
                  and Administrative Expenses
              
              
              104,690
              
              
              61,562Selling
                  Expenses
              
              
              2,354
              
              
              8Operating
                  Expenses
              
              
              452,442
              
              
              570Total
                  Expenses
              
              
              1,276,728
              
              
              616,027**LOSS
                  FROM OPERATIONS**
              
              
              (1,262,439
              )
              
              (596,027
              )**OTHER
                  INCOME(EXPENSE)**Other
                  Income
              
              
              1
              
              
              -Interest
                  (Expense)
              
              
              (180,655
              )
              
              -Loan
                  Service Fee (Expense)
              
              
              (26,198
              )
              
              -Amortization
                  (Expense)
              
              
              (12,469
              )
              
              -Sales
                  Tax (Expense)
              
              
              (183
              )
              
              -Other
                  (Expense)
              
              
              (6,352
              )
              
              (11,855
              )Total
                  Other (Expense)
              
              
              (225,856
              )
              
              (11,855
              )**NET
                  LOSS**
              
              $
              (1,488,295
              )
              $
              (607,882
              )**Basic
                  and diluted loss per common share**
              
              $
              (0.07
              )
              $
              (0.03
              )**Weighted
                      average number of common shares outstanding - basic and
                      diluted**
              
              
              21,739,500
              
              
              21,739,500
  See
        Accompanying Notes To Consolidated Financial Statements
  Financials
        Page 4
 26
 
 **Marine
        Growth Ventures, Inc. and Subsidiaries**
 **Consolidated
        Statement of Stockholders’ Deficiency**
 **For
        the Years Ended December 31, 2007 and 2006**
 **Common Stock****Shares**
                
                
                **Common Stock****Amount**
                
                
                **Additional****Paid-In Capital**
                
                
                **Accumulated****Deficit**
                
                
                **Accumulated****Other****Comprehensive****Income/(Loss)**
                
                
                **Total**Balance
                    December 31, 2005
                
                
                21,739,500
                
                $
                21,740
                
                $
                548,199
                
                $
                (715,685
                )
                $
                -
                
                $
                (145,746
                )Donated
                    rent & services
                
                
                -
                
                
                -
                
                
                3,750
                
                
                -
                
                
                -
                
                
                3,750Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (607,882
                )
                
                -
                
                
                (607,882
                )**Balance
                    December 31, 2006**
                
                
                21,739,500
                
                
                21,740
                
                
                551,949
                
                
                (1,323,567
                )
                
                -
                
                
                (749,878
                )Donated
                    rent & services
                
                
                -
                
                
                -
                
                
                3,750
                
                
                -
                
                
                -
                
                
                3,750Accumulated
                        Other Comprehensive Income/(Loss)
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (33,053
                )
                
                (33,053
                )Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,488,295
                )
                
                -
                
                
                (1,488,295
                )**Balance
                    December 31, 2007**
                
                
                21,739,500
                
                $
                21,740
                
                $
                555,699
                
                $
                (2,811,862
                )
                $
                (33,053
                )
                $
                (2,267,476
                )
  See
        Accompanying Notes To Consolidated Financial Statements
  Financials
        Page 5
 27
 
 **Marine
        Growth Ventures, Inc and Subsidiaries**
 **Consolidated
        Statement of Cash Flows**
 **For
        the Years Ended December 31, 2007 and 2006**
 
 **2007**
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (1,488,295
              )
              $
              (607,882
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activitiesDepreciation
                  & Amortization
              
              
              12,912
              
              
              570Donated
                  Rent & Services
              
              
              3,750
              
              
              3,750Changes
                  in Operation Assets & Liabilities:Accounts
                  Receivable
              
              
              (6,000
              )
              
              -Sales
                  Tax Receivable
              
              
              501
              
              
              -Legal
                  Bond
              
              
              -
              
              
              37,500Prepaid
                  Insurance
              
              
              13
              
              
              (732
              )Bank
                  Overdraft
              
              
              17,343
              
              
              -Accrued
                  Payroll
              
              
              233,450
              
              
              273,944Accounts
                  Payable
              
              
              274,119
              
              
              44,768Accrued
                  Interest Payable
              
              
              125,933
              
              
              9,972Other
                  Accounts Payable
              
              
              (3,660
              )
              
              3,660Accrued
                  Expenses
              
              
              155,224
              
              
              39,670Deferred
                  Expenses
              
              
              19,166
              
              
              -Deferred
                  Income
              
              
              -
              
              
              (2,000
              )Net
                  Cash Used by Operating Activities
              
              
              (655,544
              )
              
              (196,780
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Legal
                  Fees on Ship Purchase
              
              
              (69,891
              )
              
              -Purchase
                  of Fixed Assets
              
              
              (749
              )
              
              -Purchase
                  of Ship Furnishings
              
              
              (20,990
              )
              
              -Advances
                  Made on Loans Receivable
              
              
              -
              
              
              3,143Net
                  Cash Provided by Investing Activities
              
              
              (91,630
              )
              
              3,143**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Loan
                  costs
              
              
              (13,000
              )
              
              -Payment
                  on Note Payable – Ship Purchase
              
              
              (61,017
              )
              
              -Proceeds
                  From Note Payable-Stockholder (net)
              
              
              574,800
              
              
              194,250Proceeds
                  From Note Payable – Related Party
              
              
              275,500
              
              
              -Net
                  Cash Provided by Financing Activities
              
              
              776,283
              
              
              194,250Currency
                  Conversion Gain/Loss
              
              
              (33,053
              )
              
              -**NET
                  INCREASE (DECREASE) IN CASH:**
              
              
              (3,947
              )
              
              613**BEGINNING
                  CASH**
              
              
              3,947
              
              
              3,334**ENDING
                  CASH**
              
              $
              -
              
              $
              3,947**SUPPLEMENTAL
                  DISCLOSURES OF CASH ITEMS**Interest
                  Paid
              
              $
              39,100
              
              $
              -**SUPPLEMENTAL
                  DISCLOSURES OF NON-CASH INVESTING & FINANCING
                  ACTIVITES**Purchase
                  of Fixed Assets
              
              $
              (1,350,000
              )
              $
              -Loan
                  Costs
              
              
              (20,250
              )
              
              -Loan
                  Reserve
              
              
              (67,916
              )
              
              -Legal
                  Fees
              
              
              (61,834
              )
              
              -Note
                  Payable – Ship Purchase
              
              
              1,500,000
              
              
              -
  See
        Accompanying Notes To Consolidated Financial Statements
  Financials
        Page 6
 28
  **Marine
        Growth Ventures, Inc. and Subsidiaries**
 **Notes
        to Consolidated Financial Statements**
 **As
        of December 31, 2007 and 2006**
 
 **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 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
        purchased 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.
        During the twelve months ended December 31, 2007, the Company had a net loss
        of
        $1,488,295 and a negative cash flow from operations of $655,544 and as December
        31, 2007, the Company had a working capital deficiency of $2,817,591 and
        a
        stockholders’ deficiency of $2,267,476. 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 Growth Finance
        & Charter, Inc., Inc., Sophlex Ship Management, Inc., Marine Growth Freight,
        Inc., Marine Aggregates, Inc., Gulf Casino Cruises, Inc., Ship Timeshare
        Management, Inc., Marine Growth Canada, Ltd., Fractional Marine, Inc.,
        Cruiseship Share Owners Association, Inc. and Pacific Aurora Cruise Association,
        Inc. All material inter-company accounts and transactions have been eliminated
        in consolidation
  Financials
        Page 7
 29
  (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).
 
 Depreciation
        on vessels owned by the company is taken when the vessel is crewed and placed
        in
        service. Depreciation will be taken over the estimated economic useful life
        of
        the asset (20 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. The Company recognizes charter revenue on the
        first
        of the month when the fee is billed.
 
 (E)
              Fair
                  Value of Financial Instruments
 
 The
        carrying amounts of the Company’s financial instruments, including cash, accrued
        payroll, accounts payable, accrued expenses, note payable - Greystone and
        note payable - stockholder at December 31, 2007, approximate their fair value
        because of their relatively short-term nature.
 
 (F)
              Use
                  of Estimates
 
 The
        preparation of condensed 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-Lived
                  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, 2007.
  Financials
        Page 8
 30
  (H)
              Deposits
 
 Deposits
        as of December 31, 2007 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, 2007 were comprised of accrued legal fees.
 
 (J)
              Loss
                  Per Share
 
 Net
        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.
 
 (K)
              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, 2007 and 2006.
 
 (L)
              Recent
                  Accounting Pronouncements
 
 In
        July
        2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Interpretation No. 48, *Accounting for Uncertainty in Income Taxes* (“FIN
        48”). FIN 48 establishes a single model to address accounting for
        uncertainty in tax positions. FIN 48 clarifies the accounting for income
        taxes
        by prescribing a minimum recognition threshold a tax position is required
        to
        meet before being recognized in the financial statements. Fin 48 also provides
        guidance on derecognition measurement classification, interest and penalties,
        accounting in interim periods, disclosures and transition. FIN 48 is effective
        for fiscal years beginning after December 15, 2006. The Company adopted FIN
        48
        as of January 1, 2007 as required. Based on our current assessment, and subject
        to any change that may result from additional technical guidance being issued,
        the adoption of FIN 48 had no material affect on the financial statements.
 
 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 American Institute of
        Certified Public Accountants (“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.
 Financials
          Page 9
 31





In
      September 2006, the staff of the Securities and Exchange Commission issued
      Staff
      Accounting Bulletin (“SAB”) No. 108 which provides interpretive guidance on how
      the effects of the carryover or reversal of prior year misstatements should
      be
      considered in quantifying a current year misstatement. SAB 108 becomes effective
      in fiscal 2007. The adoption of this pronouncement is not expected to have
      an
      impact on the Company's financial position, results of operation or cash
      flows





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities including an amendment of FASB
      Statement No. 115” (“SFAS 159”). SFAS 159 allows all entities a one-time
      election to measure many financial instruments and certain other items at fair
      value that are not currently required to be measured at fair value (the “fair
      value option”). SFAS 159 is effective for fiscal years beginning after
      November 15, 2007. The Company does not know the full effect if any of this
      statement.





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations
      (revised - 2007)” (“SFAS 141(R)”). SFAS 141(R) is a revision to previously
      existing guidance on accounting for business combinations. The statement retains
      the fundamental concept of the purchase method of accounting, and introduces
      new
      requirements for the recognition and measurement of assets acquired, liabilities
      assumed and noncontrolling interests. The statement is effective for fiscal
      years beginning after December 15, 2008. The Company does not expect
      adoption of this standard to have a material impact on its consolidated results
      of operations and financial condition.





(M) Reclassifications





Certain
      reclassifications have been made to the previously reported amounts to conform
      to the Company's current year presentation with respect to the Consolidated
      Statement of Operations and the Consolidated Statement of Cash Flows. There
      were
      no effects of this reclassification on the loss from operations or the net
      cash
      used by operating activities.




**Note
      3-** **Related
      Party Transactions**





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, prior
      to the Company filing its SB2.





On
      January 5, 2006, the Company issued a revolving note “A” (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. Several
      amendments have been made in 2007 to this note increasing the aggregate
      principal amount. On January 16, 2007, a fourth amendment was issued on the
      revolving note increasing the aggregate principal amount to $250,000. On
      February 20, 2007, a fifth amendment was issued on the revolving note increasing
      the aggregate amount to $300,000 and extending the maturity date to February
      20,
      2008. On March 16, 2007, a sixth amendment was issued on the revolving note
      increasing the aggregate amount to $400,000. On March 26, 2007, a seventh
      amendment was issued on the revolving note increasing the aggregate amount
      to
      $500,000. On May 16, 2007, an eighth amendment was issued on the revolving
      note
      increasing the aggregate amount to $600,000. On July 3, 2007 a ninth amendment
      was issued on the revolving note increasing the aggregate principal amount
      to
      $700,000. On September 19, 2007, a tenth amendment was issued on the revolving
      note, increasing the aggregate principal amount to $800,000. On March 19, 2008,
      an eleventh amendment was issued on the revolving note extending the maturity
      date to February 20, 2009. The interest expense in 2007 on this note was
      $54,895. The balance on this note is $833,976 ($769,050 in principal and $64,926
      in accrued interest) as of December 31, 2007.




Financials
      Page 10


32








On
      August
      1, 2007, the Company issued a revolving note “B” (the “Note”), with an aggregate
      principal amount of $100,000 to an entity that is controlled by the Chairman
      of
      the Board of Directors .
      Funds
      are advanced to the Company, as needed, to finance ongoing operations. The
      Note
      had a maturity date of July 31, 2008. It has been agreed that the maturity
      date
      will extend to December 31, 2008 unless the lender notifies the borrower, in
      writing, thirty days prior to the maturity date. This Note bears an interest
      rate of 10%. On September 6, 2007 an amendment was issued on the revolving
      note
      increasing the aggregate amount to $200,000. On November 27, 2007 an amendment
      was issued on the revolving note increasing the aggregate amount to $300,000.
      On
      January 4, 2008 an amendment was issued on the revolving note increasing the
      aggregate amount to $400,000. On February 11, 2008, an amendment was issued
      on
      the revolving note increasing the aggregate amount to $500,000. The interest
      expense in 2007 was $6,757. The balance on this note was $282,257 ($275,500
      in
      principal and $6,757 in accrued interest) as of December 31, 2007, with a
      remaining availability of $24,500.





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 $3000 rent expense and a corresponding related
      party liability for the twelve months ended December 31, 2007. On December
      31,
      2007, 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, 2007 and
      was recorded as payroll and a corresponding related party liability was
      recorded. On December 31, 2007, this debt was forgiven and converted into
      additional paid in capital.





The
      company is using a company owned by a stockholder, who is also the majority
      member of the LLC that is the majority owner of the
      Company for consulting services. As of December 31, 2007 the Company has been
      charged $77,500 of consulting fees from this company.




Financials
        Page 11


33




**Note
      4 -** **Concentration
      of Credit Risk** ****





Separate,
      singular customers accounted for the total revenue for the twelve months ended
      December 31, 2007 and 2006.  On August 28, 2007, Fractional Marine, Inc., a
      wholly-owned subsidiary of Marine Growth Ventures, Inc., entered into a Bareboat
      Sub-Charter with an individual
      pursuant to which that individual will charter hire the M/V Babe for $6,000
      per
      month until February 1, 2008 upon which time the individual has a purchase
      option. As of February 21, 2008, the individual has not paid the monthly lease
      payment for January and February 2008, the security deposit, or secured
      financing for the purchase of the ship.  The individual is in default of
      the bareboat sub-charter. The individual, however, is in talks with the Company
      to extend the agreement.  The Company has prepared the required
      documentation to foreclose on the collateral for the security deposit, if an
      agreement is not reached.





Additionally,
      the Company was the court appointed substitute custodian for the 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. The
      final
      custodial payment was made in July, 2007 and no further fees will be charged
      to
      Greystone on a monthly basis in 2007.





**Note
      5 –** **M/V
      Pacific Aurora**





On
      March
      15, 2007, Marine Growth Canada Ltd., a wholly-owned subsidiary of MGV 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
      purchased 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 completed the sale on March 27, 2007 and Marine Growth Ventures
      acquired the Pacific Aurora for use in its intended cruise timeshare business
      operations. In conjunction with the purchase of the ship, the Company
      capitalized $131,725 worth of professional fees bringing the total value of
      the
      ship to $1,481,725.





**Note
      6 –** **Fixed
      Assets**





Fixed
      assets as of December 31, 2007 and 2006 consisted of:




December 31, 2007
            
            December 31, 2006Office
                Furniture
            
            $
            1,286
            
            $
            1,286Computer
                Equipment
            
            
            1,827
            
            
            1,078Ship
            
            
            1,481,725
            
            
            -Ship
                Furnishings
            
            
            20,990
            
            
            -Less:
                Accumulated Depreciation
            
            
            (1,527
            )
            
            (1,085
            )Fixed
                Assets, net
            
            $
            1,504,301
            
            $
            1,279





Depreciation
      expense for the twelve months ended December 31, 2007 and 2006 amounted to
      $443
      and $570, respectively. The ship was not yet operational as of December 31,
      2007.





**Note
      7 –** **Riveria
      I**





For
      the
      three months ended March 31, 2006 the Company had a sole customer. The Company’s
      sole customer’s ship, Riveria I, was destroyed by a fire on June 28, 2005. The
      Company’s 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. This claim was completed in
      October, 2006 and the Company is no longer receiving the fee of $2,000 per
      month.




Financials
      Page 12


34




**Note
      8 –** **M/V
      Babe**





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 contract ended in July,
      2007.





On
      July
      30, 2007, Fractional Marine, Inc., a wholly owned subsidiary of Marine Growth
      Ventures, Inc. entered into a Bareboat Charter with Greystone Maritime Holdings,
      LLC pursuant to which the Company would hire a ship owned by Greystone Maritime,
      the M/V Babe for a period of 365 days, for a monthly cost of $21,354.17, with
      the intent that the Company would sell the ship to a third party. The Company
      has an option to sell the Vessel to a third party or to purchase the Vessel
      itself or thru an affiliate. If the ship is sold to a third party, the purchase
      price of the ship will be $2,500,000 payable to Greystone Maritime. If the
      amount received for the ship is greater than $2,500,000 the Company will keep
      the additional funds, if the sales price for the ship is less than $2,500,000,
      the Company will be responsible for the shortfall which can be paid in
      twenty-four equal installments with interest to be calculated at the prime
      rate
      established by the Wall Street Journal during the month that the Company
      exercises its option to purchase, plus 2%. If the Company elects to purchase
      the
      Vessel, the sales price shall be $2,500,000 less the received charter hire
      month
      payments of $21,354.17. The purchase price shall be payable over a sixty month
      period. The interest rate shall be 10.25%.





On
      August
      28, 2007, Fractional Marine, Inc., a wholly owned subsidiary of Marine Growth
      Ventures, Inc., entered into a Bareboat Sub-Charter with an individual pursuant
      to which that individual will charter hire the M/V Babe for $6,000 per month
      until February 1, 2008 upon which time the individual has a purchase option.
      As
      part of this agreement, the individual was to place a $180,000 security deposit
      for the boat. The deposit would be non-refundable if the individual did not
      purchase the boat. The individual had until Feb 1 st ,
      2008 to
      secure separate financing for the security deposit and the purchase of the
      M/V
      Babe.  In conjunction with this agreement, the individual was required to
      secure collateral for the $180,000 through a third party.  As of March 31,
      2008, the individual has not paid the monthly lease payment for January and
      February 2008, the security deposit, or secured financing for the purchase
      of
      the ship.  The individual is in default of the bareboat sub-charter. The
      individual, however, is in talks with the Company to extend the agreement.
       The Company has prepared the required documentation to foreclose on the
      collateral for the security deposit, if an agreement is not
      reached.





**Note
      9 –** **Greystone
      Business Credit II, LLC**





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





Marine
      Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc. granted a
      security interest in all of its assets, including the Pacific Aurora, to
      Greystone Business Credit II, LLC as security for the financing facility. Marine
      Growth Canada, Ltd., and Marine Growth Finance & Charter, Inc. paid a
      commitment fee of $22,500 and will pay a loan servicing fee of .2% each month
      based on the outstanding principal of the Term Note.




Financials
      Page 13


35


In
      addition, the Company executed a Guaranty in favor of Greystone Business II,
      LLC
      to guaranty the full payment of all obligations due under the Term Note.
      Interest expense of $118,993 and loan services fees of $26,198 were recorded
      for
      the period ended December 31, 2007. . In conjunction with this, a stockholder,
      who is also the majority member of the LLC that is the majority owner of the
      Company, pledged 300,00 shares of his common stock of an unrelated public
      company.





**Note
      10 –** **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, 2007. On December 31,
      2007, 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, 2007 and
      was recorded as payroll and a corresponding related party liability was
      recorded. On December 31, 2007, this debt was forgiven and converted into
      additional paid in capital.





**Note
      11 –** **Income
      Tax**





Income
      from continuing operations before income taxes included the
      following:





Year Ended
            
            Year EndedDecember 31, 2007
            
            December 31, 2006U.S
                Income (Loss)
            
            $
            (969,156
            )
            $
            (607,882
            )Foreign
                Income (Loss)
            
            
            (519,139
            )
            
            -Total
            
            $
            (1,488,295
            )
            $
            (607,882
            )




Financials
      Page 14


36


The
      provision for income taxes was estimated as follows:





Year ended
              December 31, 2007
            
            Year Ended
              December 31, 2006U.S
                Income (Loss)
            
            $
            (969,156
            )
            $
            (607,882
            )U.S
                Tax Credits
            
            
            -
            
            
            -Temporary
                tax differences
            
            
            134,333
            
            
            5,798Total
                U.S. Income (Loss)
            
            
            (823,535
            )
            
            (602,084
            )Foreign
                Income (Loss)
            
            
            (519,139
            )
            
            -Total
            
            $
            (1,342,674
            )
            $
            (602,084
            )





Deferred
      Income Tax Assets:




U.S.
                Federal
            
            $
            280,001
            
            $
            204,707Foreign
            
            
            177,130
            
            
            -Total Deferred
            
            
            457,131
            
            
            204,707Valuation
                Allowance
            
            
            (457,131
            )
            
            204,707Total
                Deferred Income Taxes
            
            $
            -
            
            $
            -




As
      of
      December 31, 2007, the Company has a net operating loss carryforwards for U.S
      federal income tax purposes in the aggregate of $2,169,679, which expire at
      various dates through 2027. Provisions are made for estimated U.S. and foreign
      income taxes, less available tax credits and deductions.




**Note
      12 –** **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. For the twelve months ended December 31, 2007, the
      Company accrued $100,000 of payroll for this individual. As of December 31,
      2007, the Company has a total payroll accrual of $225,000 for this
      individual.





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. For the twelve months ended
      December 31, 2007, the Company has accrued $100,000 of payroll for this
      individual. As of December 31, 2007, the Company has a total payroll accrual
      of
      $115,500 for this individual.




Financials
      Page 15


37




**Note
      13 –** **Operating
      Leases**





The
      Company leases its main office, located in Cape Canaveral, Florida. The lease
      has a term of 24
      months, which began on September 1, 2007 and expires on August 31, 2009, with
      options to renew. The Company currently pays rent and related costs of $2,382
      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).





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,
      2007 are as follows:





Year
                Ending December 31,
            
            Amount2008
            
            $
            28,7412009
            
            $
            19,369





Rent
      expense charged to operations was $27,307 and $25,118 in 2007 and 2006,
      respectively.





**Note
      14 –** **Subsequent
      Events**





On
      August
      1, 2007, the Company issued a revolving note “B”(See Note 3 - Related Party
      Transactions). Since
      January 1, 2008 two additional amendments have been issued to this note on
      January 4, 2008 and February 11, 2008, each in the amount of $100,000 increasing
      the total aggregate amount to $500,000. The balance on this note is $468,500
      as
      of March 13, 2008.





On
      January 5, 2006, the Company issued a revolving note “A” (See Note 3 - Related
      Party Transactions). On March 19, 2008, an eleventh amendment was issued on
      this
      note extending the maturity date to February 20, 2009.





Financials
      Page 16


38




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





On
      May 3,
      2007, Marine Growth Ventures, Inc. (the “Company”) terminated the services of
      Weinberg & Company, PC (“Weinberg”) as its independent registered public
      accountants. The decision to terminate the services of Weinberg was recommended
      and approved by the Company’s Board of Directors.





During
      the two fiscal years ended December 31, 2005 and 2006, and through May 3, 2007,
      (i) there were no disagreements between the Company and Weinberg on any matter
      of accounting principles or practices, financial statement disclosure or
      auditing scope or procedure which, if not resolved to the satisfaction of
      Weinberg would have caused Weinberg to make reference to the matter in its
      reports on the Company’s financial statements, and (ii) except for Weinberg’s
      report on the Company's December 31, 2006 and 2005 financial statements, which
      included an explanatory paragraph wherein they expressed substantial doubt
      about
      the Company's ability to continue as a going concern, Weinberg’s reports on the
      Company’s financial statements did not contain an adverse opinion or disclaimer
      of opinion, or was modified as to audit scope or accounting principles. During
      the two fiscal years ended December 31, 2006 and 2005 and through May 3, 2007,
      there were no reportable events as the term described in Item 304(a)(1)(iv)
      of
      Regulation S-B.





On
      May 3,
      2007, the Company engaged the firm of Demetrius & Company, L.L.C.
      (“Demetrius”) to serve as its independent registered public accountants. The
      decision to hire Demetrius was recommended and approved by the Company’s Board
      of Directors.





**Item
      8a.** **Controls
      and Procedures**





*Conclusion
      Regarding the Effectiveness of Disclosure 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, 2007 and (ii) no change in internal
      controls over financial reporting occurred during the quarter ended December
      31,
      2007, that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.





*Changes
      in Internal Controls over Financial Reporting –* There
      were no changes in our internal control over financial reporting that occurred
      during the period covered by this annual report that have materially affected,
      or are, reasonably likely to materially affect, the company’s internal controls
      over financial reporting.





**Management’s
      Report on Internal Control Over Financial Reporting**




The
      management of Marine Growth Ventures, Inc. (the “Company”) is responsible for
      (1) the preparation of the accompanying financial statements; (2) establishing
      and maintaining internal controls over financial reporting; and (3) the
      assessment of the effectiveness of internal control over financial reporting.
      The Securities and Exchange Commission defines effective internal control over
      financial reporting as a process designed under the supervision of the company’s
      principal executive officer and principal financial officer, and implemented
      in
      conjunction with management and other personnel, to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of
      financial statements in accordance with generally accepted accounting
      principles.




All
      internal control systems, no matter how well designed, have inherent limitations
      and provide only reasonable assurance that the objectives of the control system
      are met. Therefore, no evaluation of controls can provide absolute assurance
      that all control issues and misstatements due to error or fraud, if any, within
      the company have been detected. Additionally, any system of controls is subject
      to the risk that controls may become inadequate due to changes in conditions
      or
      that compliance with policies or procedures may deteriorate. Also, projections
      of any evaluation of effectiveness to future periods are subject to the risk
      that controls may become inadequate because of changes in conditions or that
      compliance with the policies or procedures may deteriorate.


39





As
      of
      December 31, 2007, management of the company conducted an assessment of the
      effectiveness of the company’s internal control over financial reporting. Based
      on this assessment, management has concluded that the company’s internal control
      over financial reporting was effective as of December 31, 2007.




This
      annual report does not include an attestation report of the Company’s registered
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission





**Item
      8b.** **Other
      Information**





None


40





**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
            
            40
            
            Chairman
                of the BoardCraig
                Hodgkins
            
            46
            
            President
                and DirectorCapt.
                Timothy Levensaler
            
            49
            
            Chief
                Operating Officer and DirectorKatherine
                Ostruszka
            
            37
            
            Chief
                Financial Officer and ControllerFrank
                J. Orlando
            
            35
            
            Executive
                Vice President and DirectorPaul
                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.





**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.





41




**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.




**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**


Name
                  & Principal Position
              
              Year
              
              Salary
                  ($)
              
              Bonus
                ($)
              
              Stock
                Awards
                ($)
              
              Option
                  Awards ($)
              
              Non-Equity
                  Incentive Plan Compensation ($)
              
              Change
                  in Pension Value and Non-Qualified Deferred Compensation Earnings
                  ($)
              
              All
                  Other Compensation ($)
              
              Total
                  ($)Craig
                  Hodgkins
                President
              
              
              2007
                2006
              
              
              100,000
                  100,000
              
              
              0
                0
              
              
              0
                0
              
              
              0
                0
              
              
              0
                0
              
              
              0
                0
              
              
              0
                0
              
              
              100,000
                  100,000Timothy
                  Levensaler
                Chief
                  Operating Officer
              
              
              2007
                2006
              
              
              100,000
                  100,000
              
              
              0
                0
              
              
              0
                0
              
              
              0
                0
              
              
              0
                0
              
              
              0
                0
              
              
              0
                6,000
              
              
              100,000
                  106,000


42




**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. As of December 31, 2007, the Company has a payroll accrual for
      December 2007 and 2006 totaling $115,500 for this individual





**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. As of
      December 31, 2007, the Company has a payroll accrual for December 2007 and
      2006
      totaling $225,000 for this individual.





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




**Outstanding
      Equity Awards at Fiscal Year-End Table.**


Option
                    Awards
                
                Stock
                    AwardsName
                
                
                Number
                  of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  (#)
                  Exercisable
                
                
                Number
                  of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  (#)
                  Unexercisable
                
                
                Equity
                  Incentive
                  Plan
                  Awards:
                  Number
                  of
                  Securities
                    Underlying
                  Unexercised
                  Unearned
                  Options
                  (#)
                
                
                Option
                  Exercise
                  Price
                  ($)
                
                
                Option
                  Expiration
                  Date
                
                
                Number
                  of
                    Shares
                  or
                    Units
                  of
                    Stock
                  That
                    Have
                  Not
                  Vested
                  (#)
                
                
                Market
                  Value
                    of
                  Shares
                    or
                  Units
                    of
                  Stock
                  That
                    Have
                  Not
                  Vested
                  ($)
                
                
                Equity
                  Incentive
                  Plan
                    Awards:
                  Number
                  of
                  Unearned
                  Shares,
                  Units
                    or
                  Other
                    Rights
                  That
                    Have
                  Not
                  Vested
                  (#)
                
                
                Equity
                    Incentive
                  Plan
                    Awards:
                  Market
                    or Payout
                  Value
                  of
                  Unearned
                  Shares,
                  Units
                    or
                  Other
                  Rights
                  That
                    Have
                  Not
                  Vested
                  ($)Not
                    applicable at this time





As
      of
      December 31, 2007, the Company has no outstanding options, restricted stocks
      or
      similar awards.


43




**Director
      Compensation**




Name
              (a)
            
            Fees
              Earned
              or
                Paid
              in
                Cash
              ($)
              (b)
            
            Stock
              Awards
              ($)
              (c)
            
            Option
              Awards
              ($)
              (d)
            
            Non-Equity
                Incentive Plan Compensation
              ($)
              (e)
            
            Change
                in Pension
              Value
                and Nonqualified Deferred Compensation Earnings
              (f)
            
            All
                Other Compensation
              ($)
              (g)
            
            Total
              ($)
              (h)David
                M. Marks
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Craig
                Hodgkins
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            100,000
            *
            
            100,000Timothy
                Levensaler
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            100,000
            *
            
            100,000Frank
                J. Orlando
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            60,000
            *
            
            60,000Paul
                Schwabe
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0





*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, 2007, 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, 2007 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.





**Name
                of**
              **Beneficial
                Owner (1)**
            
            **Number of Shares Beneficially**
              **Owned (2)**
            
            **Percent
                of**
              **Total**David
                Marks
            
            
            18,025,000
            (3)
            
            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 (6 persons)
            
            
            20,162,500
            
            
            92.75
            %


*
      Less
      than 1%




44




(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 ofFarwell
                EquityPartners
                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**





Revolving
      Note





On
      January 5, 2006 the Company entered into a Revolving Note (“Note 1”) with an
      aggregate principal amount of $50,000 to Frank Crivello. Funds are advanced
      to
      us as needed to pay for ongoing operations. Note 1 had a maturity date of June
      30, 2006. The maturity date of Note 1 was extended to December 31, 2006. Note
      1
      has an interest rate of 10%. On
      March
      31, 2006, an amendment to Note 1 increased the aggregate principal amount to
      $100,000.





On
      June
      20, 2006, a second amendment to Note 1 increased the aggregate principal amount
      to $150,000.





On
      October 6, 2006, a third amendment to Note 1 increased the aggregate principal
      amount to $200,000.





On
      January 16, 2007, a fourth amendment to Note 1 increased the aggregate principal
      amount to $250,000 and
      extended the maturity date to January 15, 2008 **.**





On
      February 20, 2007, a fifth amendment to Note 1 increased the aggregate principal
      amount to $300,000 and extended the maturity date to February 20, 2008.





On
      March
      16, 2007, a sixth amendment to Note 1 increased the aggregate principal amount
      to $400,000.





On
      March
      26, 2007, a seventh amendment to Note 1 increased the aggregate principal amount
      to $500,000.





On
      May
      16, 2007, an eighth amendment to Note 1 increased the aggregate principal amount
      to $600,000.





On
      July
      3, 2007, a ninth amendment to Note 1 increased the aggregate principal amount
      to
      $700,000.





On
      September 19, 2007, a tenth amendment to Note 1 increased the aggregate
      principal amount to $800,000.





On
      March
      19, 2008, an eleventh amendment to Note 1 extended the maturity date to February
      20, 2009. The
      principal balance of Note 1was $769,050 as of December 31, 2007.





Revolving
      Note





On
      August
      1, 2007, the Company issued a second Revolving Note (the “Note 2”), with an
      aggregate principal amount of $100,000 to an entity that is controlled by the
      Chairman of the Board of Directors .
      Funds
      are advanced to the Company, as needed, to finance ongoing operations. Note
      2
      had a maturity date of July 31, 2008. The maturity date will be extended to
      December 31, 2008 unless the lender notifies the borrower, in writing, thirty
      days prior to the original July maturity date. This Note bears an interest
      rate
      of 10%.





On
      September 6, 2007 an amendment to Note 2 increased the aggregate amount to
      $200,000.





On
      November 27, 2007 an amendment to Note 2 increased the aggregate amount to
      $300,000.


45





On
      January 4, 2008 an amendment to Note 2 increased the aggregate amount to
      $400,000.





On
      February 11, 2008 an amendment to Note 2 increased the aggregate amount to
      $500,000. The principal balance on Note 2 was $275,500 as of December 31, 2007,
      and $468,500 as of March 13, 2008.





Consulting
      Services





The
      company is using a company owned by a stockholder, who is also the majority
      member of the LLC that is the majority owner of the
      Company for consulting services. As of December 31, 2007 the Company has been
      charged$77,500 of consulting fees from this company




Director
      Independence




The
      Board
      of Directors has analyzed the independence of each director and has determined
      that the following directors are independent as defined under the National
      Association of Securities Dealers Automated Quotations System (“NASDAQ”) rules
      and has no direct or indirect material relationships with the Company:




None




In
      particular, the Board of Directors has determined that each of the above-listed
      directors has no relationships that would cause him not to be independent under
      the criteria of the NASDAQ rules on corporate governance.





**Item
      13.** **Exhibits**


Number
            Description10.1
            Sale
                and Purchase Agreement, by and between British Columbia Discovery
                Voyages,
                Inc., T. Jones Enterprises, Inc. and Trevor Jones, as sellers, and
                Marine
                Growth Ventures, Inc., as buyer. (incorporated by reference to Exhibit
                10.1 of Form 8-K filed March 28, 2007)10.2
            Loan
                and Security Agreement between Greystone Business Credit II LLC,
                Marine
                Growth Canada, Ltd. and Marine Growth Finance & Charter, Inc., dated
                as of March 27, 2007 (incorporated by reference to Exhibit 10.2 of
                Form
                8-K filed March 28, 2007)10.3
            Guaranty
                in favor of Greystone Business Credit II LLC, by and among Marine
                Growth
                Ventures, Inc., Marine Growth Canada, Ltd. and Marine Growth Finance
&
                Charter, Inc., dated as of March 27, 2007 (incorporated by reference
                to
                Exhibit 10.3 of Form 8-K filed March 28, 2007)10.4
            Revolving
                Note by and among Marine Growth Ventures, Inc., its subsidiaries
                and Frank
                P. Crivello (incorporated by reference to Exhibit 10.4 of Form 8-K
                filed
                March 28, 2007)10.5
            First
                Amendment to Revolving Note by and among Marine Growth
              Ventures,
                Inc., its subsidiaries and Frank P. Crivello (incorporated by reference
                to
                Exhibit 10.5 of Form 8-K filed March 28, 2007)10.6
            Second
                Amendment to Revolving Note by and among Marine Growth
              Ventures,
                Inc., its subsidiaries and Frank P. Crivello (incorporated by reference
                to
                Exhibit 10.6 of Form 8-K filed March 28, 2007)


10.7
            Third
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello (incorporated by reference to
                Exhibit
                10.7 of Form 8-K filed March 21,
                2007)




46




10.8
            Forth
                Amendment to Revolving Note by and among Marine GrowthVentures,
                Inc., its subsidiaries and Frank P. Crivello (incorporated by reference
                to
                Exhibit 10.8 of Form 8-K filed March 28, 2007)10.9
            Fifth
                Amendment to Revolving Note by and among Marine GrowthVentures,
                Inc., its subsidiaries and Frank P. Crivello (incorporated by reference
                to
                Exhibit 10.9 of Form 8-K filed March 28, 2007)10.10
            Sixth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.(incorporated
                by reference to Exhibit 10.10 of Form 8-K filed March 28,
                2007)10.11
            Seventh
                Amendment to Revolving Note by and among Marine GrowthVentures,
                Inc., its subsidiaries and Frank P. Crivello (incorporated by reference
                to
                Exhibit 10.11 of Form 8-K filed March 28, 2007)10.12
            Share
                Ship Agreement, date April 11, 2007, by and between Euro Oceans,
                Ltd.,
                Marine Growth Ventures, Inc., Marine Growth Canada, Ltd., Sophlex
                Ship
                Management, Inc. and Ship Timeshare Management, Inc. (incorporated
                by
                reference to Exhibit 10.1 of Form 8-K filed April 17,
                2007)10.13
            Eighth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello (incorporated by reference to
                Exhibit
                10.1 of Form 8-K filed May 17, 2007)10.14
            Ninth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello (incorporated by reference to
                Exhibit
                10.10 of Form 8-K filed July 5, 2007)10.15
            Bareboat
                Charter by and between Fractional Marine, Inc. and Greystone Maritime
                Holdings LLC, dated July 30, 2007 (incorporated by reference to Exhibit
                10.1 of Form 8-K filed August 7, 2007)10.16
            Revolving
                Note by and among Marine Growth Ventures, Inc., its subsidiaries
                and
                Irrevocable Children’s Trust, dated August 1, 2007 (incorporated by
                reference to Exhibit 10.2 of Form 8-K filed August 7,
                2007)10.17
            First
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Irrevocable Children’s Trust, dated September 6, 2007
                (incorporated by reference to Exhibit 10.2 of Form 8-K filed September
                10,
                2007)10.18
            Tenth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello (incorporated by reference to
                Exhibit
                10.11 of Form 8-K filed September 25, 2007)10.19
            Second
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Irrevocable Children’s Trust, dated November 27, 2007
                (incorporated by reference to Exhibit 10.3 of Form 8-K filed November
                28,
                2007)10.20
            Third
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Irrevocable Children’s Trust, dated January 4, 2008
                (incorporated by reference to Exhibit 10.4 of Form 8-K filed January
                8,
                2008)




47





10.21
            Forth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Irrevocable Children’s Trust, dated February 11, 2008
                (incorporated by reference to Exhibit 10.5 of Form 8-K filed February
                14,
                2008)31.1
            Certification
                of CEO Pursuant to 13a-14(a) under the Exchange Act31.2
            Certification
                of the CFO Pursuant to 13a-14(a) under the Exchange Act32.1
            Certification
                of the CEO pursuant to 18 U.S.C Section 135032.2
            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 Demetrius & Company, LLC the Company’s
      independent registered public accounting firm, for the fiscal years ended
      December 31, 2007 and 2006 in each of the following categories
      were:





Fiscal Year Ended December 31,2007
            
            2006Audit
                Fees
            
            $
            34,000
            
            $
            0Total
            
            $
            34,000
            
            $
            0




Audit
      Fees: The aggregate fees billed by Demetrius & Company, LLC, for
      professional services rendered for the audit of the Company’s annual financial
      statements for the fiscal year ended December 31, 2007, and the review of the
      financial statements included in the Company’s Forms 10QSB for the fiscal year
      ended 2007 was approximately $34,000.





All
      Other
      Fees: There were no other fees paid to Demetrius & Company,
      LLC.





Fees
      for
      professional services provided by Weinberg & Company, P.A., the Company’s
      former independent registered public accounting firm, for the fiscal years
      ended
      December 31, 2007 and 2006 in each of the following categories
      were:





Fiscal Year Ended December 31,2007
            
            2006Audit
                Fees
            
            $
            0
            
            $
            111,374Audit –
                Related Fees
            
            
            2,317
            
            
            8,061Total
            
            $
            2,317
            
            $
            119,435





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 the review of
      the
      financial statements included in the Company’s Forms 10QSB for the fiscal years
      ended 2006 was approximately $111,374 for the twelve months ended December
      31,
      2006.





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, 2007 and 2006 and that are not disclosed in the paragraph captioned
      “Audit Fees” above, were $2,317 and $8,061 respectively. The services performed
      by Weinberg & Company, P.A., in connection with these fees consisted
      primarily of services rendered in connection with the Company’s termination of
      this firm’s usage in for the twelve months ending December 31,
      2007.





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


48





**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:
                April 11, 2008
            
            By:
            /s/
                Craig HodgkinsCraig
                HodgkinsPresident
                and Director(Principal
                Executive Officer)Date:
                April 11, 2008
            
            By:
            /s/
                Katherine OstruszkaKatherine
                OstruszkaChief
                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




SIGNATURE
            
            TITLE
            
            DATE*/s/
                David Marks
            
            Chairman
                of the Board
            
            April
                11, 2008David
                Marks*
                /s/ Craig Hodgkins
            
            President
                and Director
            
            April
                11, 2008Craig
                Hodgkins*
                /s/ Katherine Ostruszka
            
            Chief
                Financial Officer and ControllerKatherine
                Ostruszka
            
            (Principal
                Accounting Officer and Principal
              Financial
                Officer)
            
            April
                11, 2008*
                /s/ Capt Timothy Levensaler
            
            Chief
                Operating Officer and Director
            
            April
                11, 2008Capt.
                Timothy Levensaler*
                /s/ Frank J. Orlando
            
            Executive
                Vice President and Director
            
            April
                11, 2008Frank
                J. Orlando*
                /s/ Paul Schwabe
            
            Secretary
                and Director
            
            April
                11, 2008Paul
                Schwabe




49




**EXHIBIT
      INDEX**





Exhibit Number
            
            Description31.1
            
            
            Certification
                of CEO Pursuant to 13a-14(a) under the Exchange Act31.2
            
            
            Certification
                of the CFO Pursuant to 13a-14(a) under the Exchange Act32.1
            
            
            Certification
                of the CEO pursuant to 18 U.S.C Section 135032.2
            
            
            Certification
                of the CFO pursuant to 18 U.S.C. Section 1350




50