**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


**** (Mark
      One)





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




**For
      the quarterly period ended June 30, 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 August 14 - 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**


**QUARTERLY
      PERIOD ENDED MARCH 31, 2007**


**TABLE
      OF CONTENTS**







PART
                1
            FINANCIAL
                STATEMENTS
            3Item
                1.
            Financial
                Statements
            3Condensed
                Consolidated Balance Sheet as of June 30, 2007 (Unaudited)and
                December 31, 2006 (Audited)
            4Condensed
                Consolidated Statements of Operations for the Three and Six Months
                EndedJune
                30, 2007 and 2006 (Unaudited)
            5Consolidated
                Statements of Cash Flows for the Six Months EndedJune
                30, 2007 and 2006 (Unaudited)
            6Notes
                to Condensed Consolidated Financial Statements as of June 30, 2007(Unaudited)
            7Item
                2.
            Management’s
                Discussion and Analysis of Financial Conditionand
                  Results of Operations
            13Item
                3.
            Controls
                and Procedures
            17PART
                II
            OTHER
                INFORMATION
            18Item
                1.
            Legal
                Proceedings
            18Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            18Item
                3.
            Defaults
                Upon Senior Securities
            18Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            18Item
                5.
            Other
                Information
            18Item
                6.
            Exhibits
            18SIGNATURES
            
            19INDEX
                TO EXHIBITS
            20CERTIFICATIONS
            
            21Certification
                of CEO Pursuant to 13a-14(a) under the Exchange Act
            21Certification
                of CFO Pursuant to 13a-14(a) under the Exchange Act
            22Certification
                of the CEO Pursuant to 18 U.S.C. Section 1350
            23Certification
                of the CFO Pursuant to 18 U.S.C. Section 1350
            24







2


**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1 - FINANCIAL STATEMENTS**




3




**Marine
                Growth Ventures, Inc and Subsidiaries****Consolidated
                Balance Sheet****As
                of June 30, 2007 (Unaudited) and December 31, 2006
                (Audited)****ASSETS****June
                30, 2007**
              **(Unaudited)**
            
            **December
                31, 2006 (Audited)****CURRENT ASSETS**Cash
            
            
            
            
            $
            21,946
            
            $
            3,947Accounts
                Receivable
            
            
            
            
            
            -
            
            
            -Advance
                to Employee
            
            
            
            
            
            70,000
            
            
            20,000Deferred
                Rent
            
            
            
            
            
            331
            
            
            -Prepaid
                Expenses
            
            
            
            
            
            286
            
            
            732Total
                Current Assets
            
            
            
            
            
            92,563
            
            
            24,679**FIXED
                ASSETS, NET**
            
            
            
            
            
            1,482,821
            
            
            1,279**INTANGBILE
                ASSETS, NET**
            
            
            
            
            
            29,094
            
            
            -**OTHER
                ASSETS**Accounting
                Retainer
            
            
            
            
            
            5,000
            
            
            5,000Other
                Deposits
            
            
            
            
            
            2,181
            
            
            2,181Total
                Other Assets
            
            
            
            
            
            7,181
            
            
            7,181**TOTAL
                ASSETS**
            
            
            
            
            **$**
            **1,611,659**
            
            **$**
            **33,139****LIABILITIES
                AND STOCKHOLDER'S EQUITY****CURRENT
                LIABILITIES**Accrued
                Payroll
            
            
            
            
            $
            529,439
            
            $
            367,964Accounts
                Payable
            
            
            
            
            
            125,441
            
            
            102,171Accrued
                Interest Payable
            
            
            
            
            
            70,050
            
            
            9,972Accrued
                Expenses
            
            
            
            
            
            140,774
            
            
            105,000Deferred
                Expenses
            
            
            
            
            
            3,544
            
            
            -Other
                Payables
            
            
            
            
            
            3,896
            
            
            3,660Note
                Payable - Stockholder
            
            
            
            
            
            590,250
            
            
            194,250Total
                Current Liabilities
            
            
            
            
            
            1,463,394
            
            
            783,017**LONG
                TERM LIABILITIES**Greystone
                Note Payable
            
            
            
            
            
            1,433,183
            
            
            -Total
                Long Term Liabilities
            
            
            
            
            
            1,433,183
            
            
            -**TOTAL
                LIABILITIES**
            
            
            
            
            
            2,896,577
            
            
            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
            
            
            
            
            
            553,823
            
            
            551,949Accumulated
                Deficit
            
            
            
            
            
            (1,828,146
            )
            
            (1,323,567
            )Accumulated
                Other Comprehensive Income (Loss)
            
            
            
            
            
            (32,335
            )
            
            -Total
                Stockholders' Deficiency
            
            
            
            
            
            (1,284,918
            )
            
            (749,878
            )**TOTAL
                LIABILITIES & STOCKHOLDERS'****DEFICIENCY**
            
            
            
            
            **$**
            **1,611,659**
            
            **$**
            **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**
            
            
            **Six
                Months Ended****June
                30,**
            
            
            **June
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006****REVENUE**Ship
                Management Fees and Consulting Income
            
            $
            42,410
            
            $
            6,000
            
            $
            76,308
            
            $
            12,000Total Revenue
            
            
            42,410
            
            
            6,000
            
            
            76,308
            
            
            12,000**EXPENSES**Payroll
                and Related Expenses
            
            
            88,215
            
            
            86,684
            
            
            176.767
            
            
            175,061Professional
                Fees
            
            
            26,039
            
            
            48,380
            
            
            82,273
            
            
            126,182General
                and Administrative Expenses
            
            
            28,206
            
            
            17,885
            
            
            42,992
            
            
            23,105Selling
                Expenses
            
            
            819
            
            
            -
            
            
            819
            
            
            -Operating
                Expenses
            
            
            100,608
            
            
            -
            
            
            118,603
            
            
            -Impairment
                of Goodwill
            
            
            -
            
            
            -
            
            
            -
            
            
            -Total Expenses
            
            
            243,886
            
            
            147,949
            
            
            421,454
            
            
            324,347**LOSS
                FROM OPERATIONS**
            
            
            (201,476
            )
            
            (141,949
            )
            
            (345,147
            )
            
            (312,346
            )**OTHER
                INCOME(EXPENSE)**Other
                Income
            
            
            -
            
            
            -
            
            
            -
            
            
            -Interest
                (Expense)
            
            
            (53,723
            )
            
            (1,998
            )
            
            (60,078
            )
            
            (2,593
            )Depreciation
                (Expense)
            
            
            (92
            )
            
            (263
            )
            
            (184
            )
            
            (526
            )Amortization
                (Expense)
            
            
            (4,156
            )
            
            -
            
            
            (4,156
            )
            
            -Sales
                Tax (Expense)
            
            
            (1,782
            )
            
            -
            
            
            (82,782
            )
            
            -Other
                (Expense)
            
            
            (10,377
            )
            
            (465
            )
            
            (12,234
            )
            
            (807
            )Total Other (Expense)
            
            
            (70,130
            )
            
            (2,726
            )
            
            (159,434
            )
            
            (3,926
            )**NET
                LOSS**
            
            $
            (
                271,605
            )
            $
            (144,675
            )
            $
            (504,581
            )
            $
            (316,273
            )**Basic
                and diluted loss per common share**
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.03
            )
            $
            (0.01
            )**Weighted
                average number of common****shares
                outstanding - basic and diluted**
            
            
            21,739,500
            
            
            21,739,500
            
            
            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**
            
            
            
            **Six
                Months Ended****June
                30,**
            
            
            **June
                30,****2007**
            
            
            
            **2006**
            
            
            **2007**
            
            
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            $
            (271,605
            )
            
            $
            (144,675
            )
            
            $
            (504,581
            )
            
            $
            (316,272
            )Adjustments
                to reconcile net loss to net cashused
                in operating activitiesDepreciation
            
            4,248
            
            
            
            263
            
            
            
            4,340
            
            
            
            526Donated
                Rent & Services
            
            937
            
            
            
            -
            
            
            
            1,874
            
            
            
            -Reserve
                Legal Fees
            
            -
            
            
            
            -
            
            
            
            61,834
            
            
            
            -Conversion
                Gain/Loss
            
            1,099
            
            
            
            -
            
            
            
            (31,236
            )
            
            
            -Changes
                in Operation Assets & Liabilities:Advance
                to
                Employee
            
            (30,000
            )
            
            
            -
            
            
            
            (50,000
            )
            
            
            -Accounts
                Receivable
            
            -
            
            
            
            5,779
            
            
            
            -
            
            
            
            -Legal
                Bond
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            37,500Prepaid
                Insurance
            
            3,973
            
            
            
            -
            
            
            
            732
            
            
            
            -Prepaid
                Expenses
            
            (286
            )
            
            
            -
            
            
            
            (286
            )
            
            
            -Accrued
                Payroll
            
            80,737
            
            
            
            69,972
            
            
            
            161,475
            
            
            
            139,645Acounts
                Payable
            
            36,620
            
            
            
            40,346
            
            
            
            23,271
            
            
            
            38,098Accrued
                Interest
                Payable
            
            38,100
            
            
            
            1,998
            
            
            
            44,456
            
            
            
            2,593Other
                Accounts
                Payable
            
            236
            
            
            
            3,660
            
            
            
            236
            
            
            
            3,660Accrued
                Expenses
            
            (741
            )
            
            
            (19,820
            )
            
            
            35,773
            
            
            
            (6,740
            )Deferred
                Expenses
            
            19,166
            
            
            
            -
            
            
            
            19,166
            
            
            
            -Deferred
                Income
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,000
            )Deferred
                Rent
            
            1,557
            
            
            
            1,798
            
            
            
            (331
            )
            
            
            -Net
                Cash Used by Operating Activities
            
            (115,960
            )
            
            
            (40,679
            )
            
            
            (233,277
            )
            
            
            (102,990
            )**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
            
            132,300
            
            
            
            44,000
            
            
            
            396,000
            
            
            
            100,750Net
                Cash Provided by Financing Activities
            
            132,300
            
            
            
            44,000
            
            
            
            396,000
            
            
            
            100,750**NET
                INCREASE IN CASH:**
            
            16,340
            
            
            
            3,321
            
            
            
            17,999
            
            
            
            903**BEGINNING
                CASH**
            
            5,606
            
            
            
            916
            
            
            
            3,947
            
            
            
            3,334**ENDING
                CASH**
            $
            21,946
            
            
            $
            4,237
            
            
            $
            21,946
            
            
            $
            4,237**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
            
            
            
            -
            
            
            
            (67,916
            )
            
            
            -Reserve
                Legal
                Fees
            
            -
            
            
            
            -
            
            
            
            (61,834
            )
            
            
            -Note
                Payable - Ship
                Purchase
            
            (66,817
            )
            
            
            -
            
            
            
            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 June 30, 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 six months ended June 30, 2007, the Company had a net loss of
      $504,581 and a negative cash flow from operations of $233,277 and as June 30,
      2007, the Company had a working capital deficiency of $1,380,831 and a
      stockholders’ deficiency of $1,284,918. 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., Ship Timeshare
      Management, Inc. and Marine Growth Canada, Ltd. All material inter-company
      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 June 30, 2007 and for the
      six
      months ended June 30, 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)
            Reclassifications





Certain
      reclassifications have been made to the previously reported amounts to conform
      to the Company's current year presentation. Effective December 31, 2006, the
      Company elected to reclassify depreciation totaling $570 from general and
      administrative expense to other expenses to conform with this year’s income
      statement. The effects of this reclassification decreases loss from operations
      from $596,027 to $594,467 for the year end December 31, 2006.




( G) 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.





8


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.


**Quarter
                  Ended March 31, 2007**AsPreviously
              
              
              
              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
              )
              
              (153,882
              )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. On May 16, 2007, an eighth amendment was
      issued on the revolving note increasing the aggregate amount to $600,000.
      Subsequent to June 30, 2007 an additional amendment was issued increasing the
      aggregate principal amount to $700,000. The balance on this note is $639,050
      as
      of August 8, 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 June 30, 2007, 2006. On June 30,
      2007,
      this debt was forgiven and converted into additional paid in
      capital.




9


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 June 30, 2007 and
      was recorded as payroll and a corresponding related party liability was
      recorded. On June 30, 2007, this debt was forgiven and converted into additional
      paid in capital.





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





One
      customer each accounted for the total revenue for the three months ended June
      30, 2007 and 2006.  For the three months ended June 30, 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 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.





**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 June 30, 2007 consisted of:





Office
                  Furniture
              
              $
              1,286Computer
                  Equipment
              
              
              1,078Ship
              
              
              1,481,725Less:
                  Accumulated Depreciation
              
              
              (1,268
              )Fixed
                  Assets, net
              
              $
              1,482,821


Depreciation
      expense for the three months ended June 30, 2007 and 2006 amounted to $184
      and
      $263, respectively.





**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.





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
      July
      3, 2007, a ninth amendment was issued on the revolving note increasing the
      aggregate principal amount to $700,000. The balance on this note is $639,050
      as
      of August 8, 2007 (See Note 3.)





On
      July
      18, 2007, the Company began public trading. The closing price on July 18, 2007
      was $0.33 .





On
      July
      30, 2007, Fractional Marine, Inc., a wholly owned subsidiary of Marine Growth
      Ventures, Inc. was organized in the state of Delaware.





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
      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.





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%. The balance on this note is $100,000 as of August 8,
      2007.





11


On
      August
      3, 2007, Pacific Aurora Cruise Association, Inc. was organized in the state
      of
      Delaware. This entity is a non-profit and non-stock corporation.





12


**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
      $504,581 and a negative cash flow from operations of $233,777 for the six months
      ended June 30, 2007.





*Three
      Months Ended June 30, 2007 and 2006:*





Revenue: Revenue
      was $42,410 for the three months ended June 30, 2007 compared to $6,000 earned
      in the three months ended June 30, 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.




13


Payroll
      and Related Expenses: Payroll
      and related expenses were $88,215 for the three months ended June 30, 2007
      compared to $86,684 for the three months ended June 30, 2006, an increase of
      $1,531.





Professional
      Fees: Professional
      fees were $26,039 for the three months ended June 30, 2007 compared to $48,380
      for the three months ended June 30, 2006. The decrease of $22,341 is primarily
      due to the reduction in the SB2 audit/review work.





General
      and Administrative Expenses: General
      and administrative expenses were $27,666 and $17,885 for the three months ended
      June 30, 2007 and 2006, respectively. General and administrative expenses
      increased by $9,781 in the three months ended June 30, 2007 as compared to
      the
      three months ended June 30, 2006, primarily as a result of increased travel
      of
      $10,071 with the purchase of the Pacific Aurora.





Operating
      Expenses: Operating expenses were $100,608 for the three months ended June 30, 2007
      compared to $0 for the three months ended June 30, 2007. This increase was
      due
      to the acquisition of the M/V Pacific Aurora and the custodial agreement of
      the
      M/V Babe. For the three months ended July 30, 2007, ship insurance was $20,919,
      contractors were $9,367, parts and supplies were $25,599, repairs were $1,942,
      security was $884, engineering was $226, fuels was $5,528 and crew was
      $36,143.





Other
      Expenses: Other
      Expenses were $70,130 and $2,726 for the three months ended June 30, 2007 and
      2006, respectively. Other expenses increased by 67,404 for the three months
      ended June 30, 2007. For the three months ended June 30, 2007, bank fees were
      $343, finance charges were $765, interest expense was $53,723, gst/sales tax
      was
      $1,782, loan service fees were $9,269, amortization was $4,156, and depreciation
      was $92. For the three months ended June 30, 2006, bank fees were $6, finance
      charges were $459, depreciation was $263 and interest expense was
      $1,998.





Net
      Loss : Net loss
      before income taxes was $271,605 and $144,675 for the three months ended June
      30, 2007 and 2006, respectively. The increase in net loss is attributed to
      expenses related to the purchase of the M/V Pacific Aurora.





*Six
      Months Ended June 30, 2007 and 2006:*





Revenue: Revenue
      was $76,308 for the six months ended June 30, 2007 compared to $12,000 earned
      in
      the six months ended June 30, 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.





Payroll
      and Related Expenses: Payroll
      and related expenses were $176,767 for the six months ended June 30, 2007
      compared to $175,061 for the six months ended June 30, 2006, an increase of
      $1,706.





Professional
      Fees: Professional
      fees were $82,273 for the six months ended June 30, 2007 compared to $126,182
      for the six months ended June 30, 2006. Professional fees decreased by $43,909
      in the six months ended June 30, 2007.





General
      and Administrative Expenses: General
      and administrative expenses were $42,992 and $23,105 for the six months ended
      June 30, 2007 and 2006, respectively. General and administrative expenses
      increased by $19,887 in the six months ended June 30, 2007 as compared to the
      six months ended June 30, 2006. This increase is primarily as a result of an
      increase in travel with the purchase of the Pacific Aurora in the amount of
      $12,842, an increase in telephone costs of $2,700 and an increase in corporate
      filings of $1,946.





Operating
      Expenses: Operating expenses were $118,603 for the six months ended June 30, 2007 compared
      to $0 for the six months ended June 30, 2007. This increase was primarily due
      the acquisition of the M/V Pacific Aurora and the custodial agreement of the
      M/V
      Babe. For the six months ended June 30, 2007 ship insurance was $38,285,
      inspections were $516, contractors were $9,367, parts and supplies were $25,712,
      repairs were $1,942, security was $884, engineering was $226, fuel was $5,528,
      and crew was $36,143.





14


Other
      Expenses: Other
      Expenses were $159,434 and $3,926 for the six months ended June 30, 2007 and
      2006, respectively. Other expenses increased by 155,588 for the six months
      ended
      June 30, 2007. For the six months ended June 30, 2007, bank fees were $553,
      finance charges were $1,303, interest expense was $60,078, gst/sales tax was
      $82,782, loan services fees were $9,269, depreciation was $184, amortization
      was
      $4,156 and organizational costs were $1,109. For the three months ended June
      30,
      2006, bank fees were $195, finance charges were $611, depreciation was $526,
      and
      interest expense was $2,593.





Net
      Loss : Net loss
      before income taxes was $504,581 and $316,272 for the six months ended June
      30,
      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
      six months ended June 30, 2007, we had a negative cash flow from operations
      of
      $233,277 compared to a negative cash flow of $102,990 as of June 30, 2007,
      an
      increase of $130,287. 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
      six months ended June 30, 2007, we had a net loss of $504,581 compared to a
      net
      loss of $316,273 for the six months ended June 30, 2006, an increase in the
      net
      loss of $188,308.





One
      customer each accounted for the total revenue for the three months ended June
      30, 2007 and 2006.  For the three months ended June 30, 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 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 is complete and no further income is being
      received from this customer.





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. On May 16, 2007, an eighth amendment was
      issued on the revolving note increasing the aggregate amount to $600,000.
      Subsequent to June 30, 2007 an additional amendment was issued increasing the
      aggregate principal amount to $700,000. The balance on this note is $639,050
      as
      of August 8, 2007.





15


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%. The balance on this note is $100,000 as of August 8,
      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





**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 June
      30, 2007 and 2006.  For the three months ended June 30, 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 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.





16


*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 June 30, 2007 and (ii) no change in internal
      controls over financial reporting occurred during the quarter ended June 30,
      2007, that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.





17





**PART
      II - OTHER INFORMATION**




Item
                  1.
              Legal
                  Proceedings - NoneItem
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds - NoneItem
                  3.
              Defaults
                  Upon Senior Securities - NoneItem
                  4.
              Submission
                  of Matters to a Vote of Security Holders - NoneItem
                  5.
              Other
                  Information - NoneItem
                  6.
              Exhibits10.
                  1
              Eighth
                  Amendment to Revolving Note by and among Marine Growth Ventures,
                  Inc., its
                  subsidiaries and Frank P. Crivello.10.2
              Ninth
                  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 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




18





**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, INCDated:
                  August 14, 2007
              
              By:
              /s/
                  Craig HodgkinsCraig
                  HodgkinsPresident
                  and Director(Principal
                  Executive Officer)Date:
                  August 14 , 2007
              
              By:
              /s/
                  Katherine OstruszkaKatherine
                  OstruszkaChief
                  Financial Officer and Controller(Principal
                  Financial Officer)





19





**EXHIBIT
      INDEX**








Exhibit
      Number     Description




10.
                  1
              Eigth
                  Amendment to Revolving Note by and among Marine Growth Ventures,
                  Inc., its
                  subsidiaries and Frank P. Crivello.10.2
              Ninth
                  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 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


20