**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB/A**


**** (Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934




**For
      the quarterly period ended March 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)







**N/A**


(Former
      name, former address and former fiscal year, if changed since last
      report)





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




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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of May 15, 2007 - 21,739,500 shares of
      common stock


Transitional
      Small Business Disclosure Format (check one): Yes o No x





**MARINE
      GROWTH VENTURES, INC.**


**FORM
      10-QSB/A**


**QUARTERLY
      PERIOD ENDED MARCH 31, 2007**


**TABLE
      OF CONTENTS**


PART
                  1
              FINANCIAL
                  STATEMENTS
              3Item
                  1.
              Financial
                  Statements
              3Condensed
                  Consolidated Balance Sheet as of March 31, 2007 (Unaudited &
                  Restated)and
                  December 31, 2006 (Audited)
              4Condensed
                  Consolidated Statements of Operations for the Three Months
                  EndedMarch
                  31, 2007 (Restated) and 2006 (Unaudited)
              5Consolidated
                  Statements of Cash Flows for the Three Months EndedMarch
                  31, 2007 and 2006 (Unaudited)
              6Notes
                  to Condensed Consolidated Financial Statements as of March 31,
                  2007(Unaudited)
              7Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Conditionand
                  Results of Operations
              12Item
                  3.
              Controls
                  and Procedures
              15PART
                  II
              OTHER
                  INFORMATION
              16Item
                  1.
              Legal
                  Proceedings
              16Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              16Item
                  3.
              Defaults
                  Upon Senior Securities
              16Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              16Item
                  5.
              Other
                  Information
              16Item
                  6.
              Exhibits
              16SIGNATURES
              17INDEX
                  TO EXHIBITS
              18CERTIFICATIONS
              19Certification
                  of CEO Pursuant to 13a-14(a) under the Exchange Act
              19Certification
                  of CFO Pursuant to 13a-14(a) under the Exchange Act
              20Certification
                  of the CEO Pursuant to 18 U.S.C. Section 1350
              21Certification
                  of the CFO Pursuant to 18 U.S.C. Section 1350
              22


2


**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1 - FINANCIAL STATEMENTS**





3


**Marine
                  Growth Ventures, Inc and Subsidiaries****Consolidated
                  Balance Sheet****As
                  of March 31, 2007 (Unaudited) and December 31, 2006
                  (Audited)**
  **ASSETS**
  **March
                  31, 2007**
                **Restated**
              
              **December
                  31, 2006****CURRENT
                  ASSETS**Cash
              
              $
              5,606
              
              $
              3,947Advance
                  to Employee
              
              
              40,000
              
              
              20,000Deferred
                  Rent
              
              
              1,888
              
              
              -Prepaid
                  Insurance
              
              
              3,973
              
              
              732Total
                  Current Assets
              
              
              51,467
              
              
              24,679**FIXED
                  ASSETS, NET**
              
              
              1,482,912
              
              
              1,279**INTANGBILE
                  ASSETS, NET**
              
              
              33,250
              
              
              -**OTHER
                  ASSETS**Accounting
                  Retainer
              
              
              5,000
              
              
              5,000Loan
                  Reserve
              
              
              67,916
              
              
              -Other
                  Deposits
              
              
              2,181
              
              
              2,181Total
                  Other Assets
              
              
              75,097
              
              
              7,181**TOTAL
                  ASSETS**
              
              **$**
              **1,642,726**
              
              **$**
              **33,139****LIABILITIES
                  AND STOCKHOLDER'S EQUITY****CURRENT
                  LIABILITIES**Accrued
                  Payroll
              
              $
              448,702
              
              $
              367,964Accounts
                  Payable
              
              
              88,821
              
              
              102,171Accrued
                  Interest Payable
              
              
              16,327
              
              
              9,972Accrued
                  Expenses
              
              
              141,514
              
              
              105,000Other
                  Payables
              
              
              3,660
              
              
              3,660Note
                  Payable - Stockholder
              
              
              457,950
              
              
              194,250Total
                  Current Liabilities
              
              
              1,156,974
              
              
              783,017**LONG
                  TERM LIABILITIES**Greystone
                  Note Payable
              
              
              1,500,000
              
              
              -Total
                  Long Term Liabilities
              
              
              1,500,000
              
              
              -**TOTAL
                  LIABILITIES**
              
              
              2,656,974
              
              
              783,017**STOCKHOLDERS'
                  DEFICIENCY**Preferred
                  Stock, $0.001 par value, 5,000,000shares
                  authorized, none issued or outstandingCommon
                  Stock, $0.00 par value, 100,000,000shares
                  authorized, 20,739,500 issued and outstanding
              
              
              21,740
              
              
              21,740Additional
                  Paid-In Capital
              
              
              552,886
              
              
              551,949Accumulated
                  Deficit
              
              
              (1,556,539
              )
              
              (1,323,567
              )Accumulated
                  Other Comprehensive Income (Loss)
              
              
              (32,335
              )Total
                  Stockholders' Deficiency
              
              
              (1,014,249
              )
              
              (749,878
              )**TOTAL
                  LIABILITIES & STOCKHOLDERS'****DEFICIENCY**
              
              **$**
              **1,642,726**
              
              **$**
              **33,139**





See
      Accompanying Notes to Condensed Consolidated Financial
      Statements


4




**Marine
                  Growth Ventures, Inc and Subsidiaries****Consoldiated
                  Statement of Operations****(Unaudited)****Three
                  Months Ended****March
                  31,****2007
                  (Restated)**
              
              **2006****REVENUE**Ship
                  Management Fees and Consulting Income
              
              $
              33,898
              
              $
              6,000Total
                  Revenue
              
              
              33,898
              
              
              6,000**EXPENSES**Payroll
                  and Related Expenses
              
              
              88.552
              
              
              88,376Professional
                  Fees
              
              
              56,234
              
              
              77,802General
                  and Administrative Expenses
              
              
              14,878
              
              
              10,482Operating
                  Expenses
              
              
              17,995
              
              
              -Total
                  Expenses
              
              
              177,659
              
              
              176,661**LOSS
                  FROM OPERATIONS**
              
              
              (143,761
              )
              
              (170,661
              )**OTHER
                  INCOME(EXPENSE)**Other
                  (Expense)
              
              
              (89,212
              )
              
              (937
              )Total
                  Other (Expense)
              
              
              (89,212
              )
              
              (937
              )**NET
                  LOSS**
              
              $
              (
                  232,974
              )
              $
              (171,598
              )**Basic
                  and diluted loss per common share**
              
              $
              (0.02
              )
              $
              (0.01
              )**Weighted
                  average number of common****shares
                  outstanding - basic an diluted**
              
              
              21,739,500
              
              
              21,739,500







See
      Accompanying Notes To Condensed Consolidated Financial
      Statements


5


**Marine
                  Growth Ventures, Inc and Subsidiaries****Consolidated
                  Statement of Cash Flows****(Unaudited)****Three
                  Months Ended****March
                  31,****2007
                  (Restated)**
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (232,974
              )
              $
              (171,598
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activitiesDepreciation
              
              
              92
              
              
              263Donated
                  Rent & Services
              
              
              937
              
              
              -Reserve
                  Legal Fees
              
              
              61,834
              
              
              -Conversion
                  Gain/Loss
              
              
              (32,335
              )
              
              -Changes
                  in Operation Assets & Liabilities:Advance
                  to Employee
              
              
              (20,000
              )
              
              -Accounts
                  Receivable
              
              
              -
              
              
              (5,779
              )Legal
                  Bond
              
              
              -
              
              
              37,500Prepaid
                  Insurance
              
              
              (3,240
              )
              
              -Accrued
                  Payroll
              
              
              80,738
              
              
              69,673Accounts
                  Payable
              
              
              (13,349
              )
              
              (2,008
              )Accrued
                  Interest Payable
              
              
              6.355
              
              
              595Accrued
                  Expenses
              
              
              36,514
              
              
              13,080Deferred
                  Income
              
              
              -
              
              
              (2,000
              )Deferred
                  Rent
              
              
              (1,888
              )
              
              (1,798
              )Net
                  Cash Used by Operating Activities
              
              
              (117,316
              )
              
              (62,071
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Loan
                  Costs
              
              
              (13,000
              )
              
              -Legal
                  Fees on Ship Purchase
              
              
              (131,725
              )
              
              -Advances
                  Made on Loans Receivable
              
              
              -
              
              
              3,143Net
                  Cash Provided by Investing Activities
              
              
              (144,725
              )
              
              3,143**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  From Note Payable-Stockholder
              
              
              263,700
              
              
              56,750Net
                  Cash Provided by Financing Activities
              
              
              263,700
              
              
              56,750**NET
                  INCREASE IN CASH:**
              
              
              1,659
              
              
              (2,178
              )**BEGINNING
                  CASH**
              
              
              3,947
              
              
              3,334**ENDING
                  CASH**
              
              $
              5,606
              
              $
              1,156**SUPPLEMENTAL
                  DISCLOSURES OF CASH ITEMS**Interest
                  Paid
              
              $
              -
              
              $
              -Income
                  Taxes Paid
              
              
              -
              
              
              -**SUPPLEMENTAL
                  DISCLOSURES OF NON-CASH INVESTING & FINANCING
                  ACTIVITES**Purchase
                  of Fixed Assets
              
              $
              (1,350,000
              )
              $
              -Loan
                  Costs
              
              
              (20,250
              )
              
              -Loan
                  Reserve
              
              
              (67,916
              )
              
              -Reserve
                  Legal Fees
              
              
              (61,834
              )
              
              -Note
                  Payable - Ship Purchase
              
              
              1,500,000
              
              
              -





See
      Accompanying Notes To Condensed Consolidated Financial
      Statements


6


**Marine
      Growth Ventures, Inc. and Subsidiaries**


**Notes
      to Condensed Consolidated Financial Statements**


**As
      of March 31, 2007 (Unadudited)**





**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 three months ended March 31, 2007, the Company had a net loss of
      $232,974 and a negative cash flow from operations of $117,316 and as March
      31,
      2007, the Company had a working capital deficiency of $1,105,507 and a
      stockholders’ deficiency of $1,014,249. As a result of the above, the
      accompanying condensed consolidated financial statements have been prepared
      assuming that the Company will continue as a going concern. The condensed
      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 condensed consolidated financial statements include the accounts
      of
      Marine Growth Ventures, Inc. and its wholly-owned subsidiaries, Marine Growth
      Finance, Inc., Sophlex Ship Management, Inc., Marine Growth Freight, Inc.,
      Marine Growth Charter, Inc., Gulf Casino Cruises, Inc. and Marine Growth Canada,
      Ltd. All material intercompany accounts and transactions have been eliminated
      in
      consolidation.





(B)
            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 condensed consolidated financial statements
      and
      the reported amounts of revenue and expenses during the reporting period. Actual
      results may differ from those estimates.


7


(C)
            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. Common stock equivalents were not included
      in
      the calculation of diluted loss per share as there were none outstanding during
      the periods presented as well as their effect would be
      anti-dilutive.





(D)
            Interim
                Condensed Consolidated Financial
                Statements





The
      condensed consolidated financial statements as of March 31, 2007 and for the
      three months ended March 31, 2007 and 2006 are unaudited. In the opinion of
      management, such condensed consolidated financial statements include all
      adjustments (consisting of normal recurring accruals) necessary for the fair
      representation of the consolidated financial position and the consolidated
      results of operations. The consolidated results of operations for the periods
      presented are not necessarily indicative of the results to be expected for
      the
      full year. The interim condensed consolidated financial statements should be
      read in conjunction with the audited consolidated financial statements for
      the
      year end December 31, 2006 appearing in Form 10KSB filed on March 22,
      2007.





(E)
            Recent
                Accounting Pronouncements





No
      recent
      accounting pronouncements effect the Company’s consolidated financial
      statements.





(F) Restatements





Restatement
      of previously issued financial statements for the quarterly period ended March
      31, 2007





In
      the
      second quarter of 2007, the company performed a review of its accounting
      policies and practices with respect to capitalization of assets. As a result
      of
      this internal review, the company identified errors in accounting of fixed
      assets in regards to the acquisition of Pacific Aurora (“the ship”). Legal fees
      related to the acquisition of the ship were not capitalized in the amount of
      $131,725.





In
      accordance with US GAAP, unrealized loss in currency conversion should be
      charged to equity. The company charged the currency conversion (loss) of $32,335
      as an expense instead of equity.





The
      impact of this restatement decreases the accumulated deficit by $164,060 and
      an
      increase in accumulated other comprehensive loss of $32,335.





Following
      is the summary of the effects of the above changes on the company’s consolidated
      balance sheet as of March 31, 2007 as well as the company’s consolidated
      statements of operations for the quarter ended March 31, 2007.


8


Previously
              
              
              
              AsReported
              
              Adjustments
              
              RestatedConsolidated
                  Balance SheetFixed
                  Assets, Net
              
              $
              1,351,187
              
              $
              131,725
              
              $
              1,482,912Accumulated
                  Deficit
              
              
              (1,720,599
              )
              
              164,060
              
              
              (1,556,539
              )Accumulated
                  Other Comprehensive Loss
              
              
              -
              
              
              (32,335
              )
              
              (32,335
              )Consolidated
                  Statements of OperationOperating
                  Loss
              
              
              (275,486
              )
              
              131,725
              
              
              (143,761
              )Other
                  Expense
              
              
              (121,547
              )
              
              32,335
              
              
              (89,212
              )Net
                  Loss
              
              
              (397,034
              )
              
              164,060
              
              
              (232,974
              )


The
      notes
      to these consolidated financial statements have been restated, as applicable,
      to
      reflect the restatement adjustments shown above.





**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 (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. The balance on this note is $490,950 as of
      April 27, 2007.





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 $750 rent expense and a corresponding related
      party liability for the three month ended March 31, 2007, 2006. On March 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 $187.50 during the three months ending March 31, 2007 and
      was recorded as payroll and a corresponding related party liability was
      recorded. On March 31, 2007, this debt was forgiven and converted into
      additional paid in capital.


9


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





One
      customer each accounted for the total revenue for the three months ended March
      31, 2007 and 2006.  For the three months ended March 31, 2007, the
      Company’s 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. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in 2007.
      For
      the three months ended March 31, 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.





**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
      will purchase the Pacific Aurora, a Canadian flagged vessel, for an aggregate
      purchase price of $1,350,000. In accordance with the Sale and Purchase Agreement
      the Company made an initial down payment of $85,000. On March 27, 2007 the
      balance of the purchase price, $1,265,000, was paid to the seller and Marine
      Growth Ventures acquired the Pacific Aurora for use in its intended cruise
      timeshare business operations.





**Note
      6 -** **Fixed
      Assets**





Fixed
      assets as of March 31, 2007 consisted of:


Office
                  Furniture
              
              $
              1,286Computer
                  Equipment
              
              
              1,078Ship
              
              
              1,418,725Less:
                  Accumulated Depreciation
              
              
              (1,776
              )Fixed
                  Assets, net
              
              $
              1,482,913




Depreciation
      expense for the three months ended March 31, 2007 and 2006 amounted to $92
      and
      $263, respectively.





**Note
      7 -** **Riveria
      I**





For
      the
      three months ended March 31, 2006 the Company had a sole customer. The Company
      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.




10


**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. and the amount of $20,819
      will be charged to Greystone on a monthly basis in 2007.





**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.





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.





**Note
      10 -** **Subsequent
      Events**





On
      April
      11, 2007, Marine Growth Ventures, Inc. and Marine Growth Canada, Ltd., Sophlex
      Ship Management, Inc. and Ship Timeshare Management, Inc., wholly-owned
      subsidiaries of MGV, entered into a Share Ship Agreement with Euro Oceans,
      Ltd.
      (“Euro Oceans”), pursuant to which the Company retained Euro Oceans to sell
      timeshare units on a Ship acquired by a subsidiary of MGV on an exclusive basis.
      All income will be split equally between the Company and Euro Oceans, after
      the
      payment of certain expenses have been paid and the net income from the sale
      of
      timeshare units exceeds $100,000 for two consecutive months. Once all timeshare
      units have been sold, all additional subsequent net income will be split equally
      between the Company and Euro Oceans.





On
      April
      20, 2007, the Company formed a new wholly owned subsidiary, Ship Timeshare
      Management, Inc. On April 20, 2007, an amendment to the Articles of
      Incorporation was done changing the entity’s name to Cruiseship’Share Owners
      Association, Inc. This non-profit entity was formed to be the timeshare owner’s
      association for the timeshares to be purchased on the M/V Pacific
      Aurora.





On
      April
      27, 2007, the Company formed a new wholly owned subsidiary, Ship Timeshare
      Management, Inc. This entity was formed to be a timeshare management
      company.




11


**ITEM
      2 - MANAGEMENT’S DISCUSSION AND ANALYSIS**





**Forward-Looking
      Statements**





This
      Quarterly Report of Form 10-QSB, including this discussion and analysis by
      management, contains or incorporates forward-looking statements. All statements
      other than statements of historical fact made in report are forward looking.
      In
      particular, the statements herein regarding industry prospects and future
      results of operations or financial position are forward-looking statements.
      These forward-looking statements can be identified by the use of words such
      as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
      words. No assurances can be given that the future results anticipated by the
      forward-looking statements will be achieved. Forward-looking statements reflect
      management’s current expectations and are inherently uncertain. Our actual
      results may differ significantly from management’s expectations.





The
      following discussion and analysis should be read in conjunction with our
      financial statements, included herewith. This discussion should not be construed
      to imply that the results discussed herein will necessarily continue into the
      future, or that any conclusion reached herein will necessarily be indicative
      of
      actual operating results in the future. Such discussion represents only the
      best
      present assessment of our management.





**Background**





We
      were
      formed and incorporated in the state of Delaware on November 6, 2003. We are
      a
      holding company and conduct our current operations solely through a wholly-owned
      subsidiary, Sophlex Ship Management, Inc. (“Sophlex”).





We
      had no
      significant business operations until our acquisition of Sophlex on September
      1,
      2004. Sophlex, which was founded in 1999, provides ship crewing and management
      services to vessel owners and operators in the United States and abroad. Our
      Chief Operating Officer was the founder and the sole shareholder of Sophlex
      prior to the acquisition.





We
      are
      also currently pursuing opportunities to develop cruise vessels for 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
      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
      $232,974 and a negative cash flow from operations of $117,316 for the three
      months ended March 31, 2007.





*Three
      Months Ended March 31, 2007 and 2006:*





Revenue: Revenue
      was $33,898 for the three months ended March 31, 2007 compared to $6,000 earned
      in the three months ended March 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. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in
      2007.


12


Payroll
      and Related Expenses: Payroll
      and related expenses were $88,552 for the three months ended March 31, 2007
      compared to $88,376 for the three months ended March 31, 2006, an increase
      of
      $175.





Professional
      Fees: Professional
      fees were $56,234 for the three months ended March 31, 2007 compared to $77,802
      for the three months ended March 31, 2006. Professional fees decreased by
      $21,568 in the three months ended March 31, 2007. Legal fees were $22,690 and
      $13,298 for the three months ended March 31, 2007 and 2006, respectively. The
      decrease in legal fees of $9,392 is primarily due to the reduction in the SB2
      audit/review work. Accounting fees were $32,149 and $64,504 for the three months
      ended March 31, 2007 and 2006, respectively. The decrease in accounting fees
      of
      $32,355 is primarily due to the reduction in the SB2 audit/review work. In
      the
      three months ended March 31, 2007 there were other professional fees incurred
      of
      $1,396.





General
      and Administrative Expenses: General
      and administrative expenses were $14,878 and $10,482 for the three months ended
      March 31, 2007 and 20065, respectively. General and administrative expenses
      increased by $4,395 in the three months ended March 31, 2007 as compared to
      the
      three months ended March 31, 2005, primarily as a result of an increase of
      $2,772 in travel and $1,075 in rent.





Operating
      Expenses: Operating expenses were $17,995 for the three months ended March 31, 2007
      compared to $0 for the three months ended March 31, 200. This increase was
      primarily due to an increase in insurance costs of $17,366 which occurred with
      the acquisition of the M/V Pacific Aurora and the custodial agreement of the
      M/V
      Babe.





Other
      Expenses: Other
      Expenses were $89,212 and $937 for the three months ended March 31, 2007 and
      2006, respectively. Other expenses increased by $88,275 for the three months
      ended March 31, 2007. For the three months ended March 31, 2007, bank fees
      were
      $210, finance charges were $538, interest expense was $6,355, ship sales tax
      was
      $81,000, and organizational costs were $1,109. For the three months ended March
      31, 2006, bank fees were $190, finance charges were $152, and interest expense
      was $595.





Net
      Loss : Net loss
      before income taxes was $232,974 and $171,598 for the three months ended March
      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
      three months ended March 31, 2007, we had a negative cash flow from operations
      of $117,316 compared to a negative cash flow of $62,071 as of March 31, 2007,
      a
      decrease of $55,245. Since inception, we have been dependent upon proceeds
      of
      loans from our stockholders and receipt of capital investment to fund our
      continuing activities.





For
      the
      three months ended March 31, 2007, we had a net loss of $232,974 compared to
      a
      net loss of $171,598 for the three months ended March 31, 2006, an increase
      in
      the net loss of $61,376.





One
      customer each accounted for the total revenue for the three months ended March
      31, 2007 and 2006.  For the three months ended March 31, 2007, the
      Company’s 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. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in 2007.
      For
      the three months ended March 31, 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 is complete and no further income is being
      received from this customer.


13


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 was issued a revolving note (the “Note”), with an
      aggregate principal amount of $50,000 from a stockholder, who is also the
      majority member of the LLC that is the majority owner of the Company. Funds are advanced to the Company, as needed, to pay for ongoing
      operations. The Note had a maturity date of June 30, 2006. It has been agreed
      that the maturity date will extend to December 31, 2006 unless the lender
      notifies the borrower, in writing, thirty days prior to the maturity date.
      This
      Note bears an interest rate of 10%. Several amendments were made in 2006 to
      this
      note increasing the aggregate amount of the note. On March 31, 2006, an
      amendment was issued on this note increasing the aggregate principal amount
      to
      $100,000. On June 20, 2006, a second amendment was issued on this note
      increasing the aggregate principal amount to $150,000. On October 6, 2006,
      a
      third amendment was issued on the revolving note increasing the aggregate
      principal amount to $200,000. 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. The balance on this note is $490,950 as of
      April 27, 2007.





We
      currently do not have sufficient cash reserves to meet all of our anticipated
      obligations for the next twelve months and there can be no assurance that we
      will ultimately close on the necessary financing. In addition to any third-party
      financing we may obtain, we currently expect that loans from our stockholders
      may be a continuing source of liquidity to fund our operations. Accordingly,
      we
      will need to seek funding in the near future. In accordance with this, on March
      2, 2007, the Company applied for a credit line of $4,100,000 from Greystone
      Business Credit II, LLC for the purchase of marine vessels.





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.





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




14


**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off balance sheet arrangements that are reasonably
      likely to have a current or future effect on our financial condition, revenues,
      results of operations, liquidity or capital expenditures.





**Critical
      Accounting Policies**





*Concentrations
      of Credit Risk*





One
      customer each accounted for the total revenue for the three months ended March
      31, 2007 and 2006.  For the three months ended March 31, 2007, the
      Company’s 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. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in 2007.
      For
      the three months ended March 31, 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.





*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.





**ITEM
      3 - 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 March 31, 2007 and (ii) no change in internal
      controls over financial reporting occurred during the quarter ended March 31,
      2007, that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




15


**PART
      II - OTHER INFORMATION**





Item
      1.
      Legal Proceedings - None





Item
      2.
      Unregistered Sales of Equity Securities and Use of Proceeds - None





Item
      3.
      Defaults Upon Senior Securities - None





Item
      4.
      Submission of Matters to a Vote of Security Holders - None





Item
      5.
      Other Information - None





Item
      6.
      Exhibits





10.
                1
            Forth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.





10.2
            Fifth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.





10.
                3
            Sixth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.





10.4
            Seventh
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.  31.1
            Certification of CEO Pursuant to 13a-14(a) under
              the
              Exchange Act  31.2
            Certification of the CFO Pursuant to 13a-14(a) under
              the
              Exchange Act  32.1
            Certification of the CEO pursuant to 18 U.S.C Section
              1350





32.2
            Certification
                of the CFO pursuant to 18 U.S.C. Section
                1350  16
 **SIGNATURES**








Pursuant
      to the requirements 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.Date: November
              9, 2007
            By:
            /s/ Craig
              HodgkinsCraig
              HodgkinsPresident
                and Director
              (Principal
                Executive Officer)


Date: November
              9, 2007
            By:
            /s/ Katherine
              OstruszkaKatherine
              OstruszkaChief
                Financial Officer and Controller
              (Principal
                Financial Officer)  17
 **EXHIBIT
      INDEX**








Exhibit
      Number     Description





10.1
            Fourth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.  10.2
            Fifth Amendment to Revolving Note by
              and among
              Marine Growth Ventures, Inc., its subsidiaries and Frank P.
              Crivello.  10. 3
            Sixth Amendment to Revolving Note by
              and among
              Marine Growth Ventures, Inc., its subsidiaries and Frank P.
              Crivello.  10.4
            Seventh Amendment to Revolving Note
              by and
              among Marine Growth Ventures, Inc., its subsidiaries and Frank P.
              Crivello.  31.1
            Certification of CEO Pursuant to 13a-14(a)
              under the Exchange Act  31.2
            Certification of the CFO Pursuant to
              13a-14(a)
              under the Exchange Act  32.1
            Certification of the CEO pursuant to
              18 U.S.C
              Section 1350  32.2
            Certification of the CFO pursuant to
              18 U.S.C.
              Section 1350


18