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, 2006

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from ________________ to _______________

                                   333-128077
                            (Commission file number)

                          MARINE GROWTH VENTURES, INC.
        (Exact name of small business issuer as specified in its charter)

            DELAWARE                                           20-0890800
  (State or other jurisdiction                                (IRS Employer
of incorporation or organization)                          Identification No.)

                               405-A ATLANTIS ROAD
                          CAPE CANAVERAL, FLORIDA 32920
                    (Address of principal executive offices)

                                 (321) 783-1744
                           (Issuer's telephone number)


                                       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 [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] 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 4, 2006 - 21,739,500
shares of common stock

Transitional Small Business Disclosure Format (check one):  Yes [_]   No [X]

<PAGE>

                          MARINE GROWTH VENTURES, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2006
                                TABLE OF CONTENTS




PART 1    FINANCIAL STATEMENTS                                                 2

Item 1.   Financial Statements                                                 2

          Condensed Consolidated Balance Sheet as of June 30, 2006
            (Unaudited)                                                        2

          Condensed Consolidated Statements of Operations for
            the Three and Six Months Ended June 30, 2006 and 2005
            (Unaudited)                                                        3

          Condensed Consolidated Statements of Cash Flows for
            the Six Months Ended June 30, 2006 and 2005
            (Unaudited)                                                        4

          Notes to Condensed Consolidated Financial Statements
           as of June 30, 2006 (Unaudited)                                     5

Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                          9

Item 3.   Controls and Procedures                                             12

PART  II  OTHER INFORMATION                                                   13

Item 1.   Legal Proceedings                                                   13

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         13

Item 3.   Defaults Upon Senior Securities                                     13

Item 4.   Submission of Matters to a Vote of Security Holders                 13

Item 5.   Other Information                                                   13

Item 6.   Exhibits                                                            13

SIGNATURES                                                                    14

INDEX TO EXHIBITS                                                             15

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                  MARINE GROWTH VENTURES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                                                  June 30,
                                                                      2006
                                                               -----------

ASSETS

         CURRENT ASSETS
         Cash                                                  $     4,237
                                                               -----------
              Total Current Assets                                   4,237
                                                               -----------

         FIXED ASSETS, NET                                           1,323
                                                               -----------

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

         TOTAL ASSETS                                          $    12,741
                                                               ===========

                    LIABILITIES & STOCKHOLDERS' (DEFICIENCY)

         CURRENT LIABILITIES
         Accrued Payroll                                       $   213,665
         Accounts Payable                                           78,401
         Accrued Interest Payable                                    2,593
         Accrued Expenses                                           75,690
         Other Payables                                              3,660
         Note Payable - Stockholder                                100,750
                                                               -----------
              Total Current Liabilities                            474,759
                                                               -----------

COMMITMENTS AND CONTINGENCIES

         STOCKHOLDERS' (DEFICIENCY)
         Preferred Stock, $0.001 par value, 5,000,000
         shares authorized, none issued or outstanding                  --

         Common Stock, $0.001 par value, 100,000,000
         shares authorized, 21,739,500 issued and
         outstanding                                                21,740
         Additional Paid-In Capital                                548,199

         Accumulated Deficit                                    (1,031,957)
                                                               -----------
              Total Stockholders' (Deficiency)                    (462,018)
                                                               -----------

         TOTAL LIABILITIES & STOCKHOLDERS'
         (DEFICIENCY)                                          $    12,741
                                                               ===========

 See Accompanying Notes To Condensed Consolidated Financial Statements


                                       2
<PAGE>

                  MARINE GROWTH VENTURES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                            THREE MONTHS                            SIX MONTHS
                                                ENDED                                  ENDED
                                               JUNE 30,                               JUNE 30,
                                         2006            2005                  2006            2005
                                     ------------    ------------          ------------    ------------
<S>                                  <C>             <C>                   <C>            <C>
REVENUE
  Ship Management Fees
    and Consulting Revenue           $      6,000    $     43,500          $     12,000    $     93,000
                                     ------------    ------------          ------------    ------------
      Total Revenue                         6,000          43,500                12,000          93,000
                                     ------------    ------------          ------------    ------------

EXPENSES
  Operating                                    --          29,673                    --          46,511
  Selling                                      --              --                    --              80
  General and Administrative              148,181         124,772               324,872         257,264
  Impairment of Goodwill                       --          12,500                    --          12,500
                                     ------------    ------------          ------------    ------------

      Total Expenses                      148,181         166,945               324,872         316,355
                                     ------------    ------------          ------------    ------------


LOSS FROM OPERATIONS                     (142,181)       (123,445)             (312,872)       (223,355)
                                     ------------    ------------          ------------    ------------

OTHER  INCOME(EXPENSE)
  Other Income                                 --          12,886                    --          12,886
  Other (Expense)                          (2,463)         (6,201)               (3,400)        (12,765)
                                     ------------    ------------          ------------    ------------

      Total Other Income (Expense)         (2,463)          6,685                (3,400)            121
                                     ------------    ------------          ------------    ------------


NET LOSS                             $    144,644)   $   (116,760)         $   (316,272)   $   (223,234)
                                     ============    ============          ============    ============

BASIC AND DILUTED LOSS PER
  COMMON SHARE                       $      (0.01)   $      (0.01)         $      (0.01)   $      (0.01)
                                     ============    ============          ============    ============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING -
  BASIC & DILUTED                      21,739,500      20,100,000            21,739,500      20,100,000
                                     ============    ============          ============    ============
</TABLE>




 See Accompanying Notes To Condensed Consolidated Financial Statements



                                       3
<PAGE>

                  MARINE GROWTH VENTURES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    SIX MONTHS
                                                                      ENDED
                                                                     JUNE 30,
                                                                     --------
                                                               2006             2005
                                                            -----------    -----------

<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                  $  (316,272)   $  (223,234)
    Adjustments To Reconcile Net Loss To Net Cash
      Used In Operating Activities:
      Depreciation                                                  526            157
      Impairment Of Goodwill                                         --         12,500
      Changes In Operating Assets & Liabilities:
      Accounts Receivable                                            --        (14,000)
      Other Assets                                                   --        (72,500)
      Legal Bond                                                 37,500             --
      Accrued Payroll                                           139,645         21,297
      Accounts Payable                                           38,098         44,881
      Accrued Interest Payable                                    2,593          1,538
      Accrued Expenses                                           (6,740)            --
      Deferred Income                                            (2,000)            --
      Other Accounts Payable                                      3,660         (6,252)
                                                            -----------    -----------

    Net Cash Used In Operating Activities                      (102,990)      (235,613)
                                                            -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
      Advances Made On Loans Receivable                              --         (3,143)
      Proceeds From Repayment of Loans Receivable                 3,143             --
      Advances Made On Notes Receivable                              --        (53,406)
      Proceeds From Repayment Of Loans Receivable                    --        317,136
                                                            -----------    -----------
    Net Cash Provided By Investing Activities                     3,143        260,587
                                                            -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
      Decrease In Cash Overdraft                                     --         (5,868)
      Proceeds From Note - Other Short Term Borrowing -
        Related Party                                                --         10,000
      Proceeds From Note Payable - Stockholder                  100,750        210,187
      Repayment Of  Note Payable - Stockholder                       --       (240,100)
      Proceeds From Common Stock Subscribed                          --          1,000
                                                            -----------    -----------

      Net Cash Provided By (Used In) Financing Activities       100,750        (24,781)
                                                            -----------    -----------


NET INCREASE IN CASH                                                903            193

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

CASH, END OF PERIOD                                         $     4,237    $       193
                                                            ===========    ===========
</TABLE>



 See Accompanying Notes To Condensed Consolidated Financial Statements


                                       4
<PAGE>

        MARINE GROWTH VENTURES, INC. AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               AS OF JUNE 30, 2006 (UNAUDITED)

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 to be purchased or managed
         by the Company.

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

         Since its  inception,  the Company has been dependent upon the proceeds
         of loans from its stockholders  and the receipt of capital  investments
         to fund its continuing  activities.  The Company has incurred operating
         losses since its inception.  The Company  expects to incur  significant
         increasing operating losses over the next several years,  primarily due
         to the  expansion  of its  business.  There  is no  assurance  that the
         Company's  developmental and marketing efforts will be successful.  The
         Company will continue to require the infusion of capital or loans until
         operations  become  profitable.  There  can be no  assurance  that  the
         Company will ever achieve any revenues or  profitable  operations  from
         the sale of its proposed  products.  The Company is seeking  additional
         capital at this time.  During the six months ended June 30,  2006,  the
         Company  had a net loss of  $316,272  and a  negative  cash  flow  from
         operations of $102,990 and as June 30, 2006,  the Company had a working
         capital  deficiency  of  $470,522  and a  stockholders'  deficiency  of
         $462,018.  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  Aggregates,  Inc.  (formally  known as Marine
            Growth Finance, Inc.), Sophlex Ship Management,  Inc., Marine Growth
            Freight,  Inc., Marine Growth Charter, Inc. and Gulf Casino Cruises,
            Inc. All material  intercompany  accounts and transactions have been
            eliminated in  consolidation.  Marine Growth Real Estate,  Inc., (an
            inactive subsidiary) was dissolved on May 11, 2005.

         (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.


                                       5
<PAGE>

         (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, 2006
            and for the three and six months  ended  June 30,  2006 and 2005 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 years end  December 31,
            2005 and 2004 appearing in Form SB-2 filed on March 31, 2006.

         (E) Recent Accounting Pronouncements

            No   recent   accounting   pronouncements   affect   the   Company's
            consolidated financial statements.

NOTE 3- RELATED PARTY TRANSACTIONS

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

         On February 8, 2005, 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.

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

         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 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 has an interest rate of 10%. On March
         31, 2006, an amendment was issued on this note increasing the aggregate
         principal amount to $100,000.


                                       6
<PAGE>

         On June 20, 2006, a second amendment was issued on this note increasing
         the aggregate  principal  amount to $150,000.  As of June 30, 2006, the
         balance on this note is $100,750.  Subsequent to June 30, 2006, $13,600
         of additional  funds have been received  increasing the balance on this
         note to $114,350 as of July 17, 2006.

         The Company  utilizes space in Milwaukee,  Wisconsin owned by an entity
         controlled  by the  Chairman  of  the  Board  of  Directors.  There  is
         currently no charge for the use of this space. The fair market value of
         this rent is $250 per month.

NOTE 4 - CONCENTRATION OF CREDIT RISK

         One customer  accounted  for the total revenue for the six months ended
         June 30, 2006 and 2005 (See Note 7). The  Company's  customer  incurred
         expenses,  which were paid on behalf of the  customer  by Sophlex  Ship
         Management, Inc., and reimbursed by the customer.

NOTE 5 - FIXED ASSETS

         Fixed assets as of June 30, 2006 consisted of:

                  Office Furniture                   $       1,286
                  Computer Equipment                         1,078
                  Less: Accumulated Depreciation            (1,041)
                                                     --------------

                  Fixed Assets, net                  $       1,323
                                                     =============

         Depreciation  expense  for the six months  ended June 30, 2006 and 2005
         amounted to $526 and $157, respectively.


                                       7
<PAGE>

NOTE 6 - LEGAL BOND

         In January 2005, the Company  commenced a lawsuit against Royal Pacific
         (aka Riveria I) for  defaulting  on its  financing  agreement  with the
         Company.  In 2004, the Company had entered into a promissory  note (the
         "Note")  with King Crown  International  Co.  Ltd in which the  Company
         agreed to finance up to $2,000,000 for King Crown's refurbishing of the
         ship,  Riveria I, it purchased to provide tourist services  focusing on
         Taiwan.  The Note had a maturity  date of September  15, 2006,  with an
         interest  rate of 15%.  Pursuant to the terms of the Note,  the Company
         agreed to pay amounts owed to third  parties by the borrower for repair
         services and  management  services in  connection  with a cruise vessel
         owned by the  borrower  and the  Company  secured  this  note  with the
         general assets of the borrower's  business as well as a first preferred
         ship's mortgage on the borrower's  cruise vessel Riveria I. On December
         30, 2004,  the Company  declared the borrower in breach of the Note for
         not  providing  required  information  or making the required  payments
         under the Note.  Due to this breach,  the Company  arrested the boat in
         Spain and filed a claim in the  United  States  District  Court for the
         Southern District of Florida to foreclose on the first preferred ship's
         mortgage  that the Company  held. A settlement  was reached and paid by
         Riveria I in April  2005.  The  Company  received  $328,984  (including
         interest  of  $11,848)  related  to the  $263,730  of notes  receivable
         outstanding at December 31, 2004 and  additional  advances made in 2005
         in the amount of $53,406.  In February  2005,  as part of this lawsuit,
         the  Company  was  required  to post a bond in the amount of $37,500 in
         order to  "arrest"  the ship which  subsequently  sank due to a fire on
         June 28, 2005 (See Note 7). The bond  posted to "arrest"  the Riviera I
         ship  was  held  in a  bank  account  controlled  by the  Court  in the
         Company's name.  After the settlement with Rivera I in April 2005, this
         bond  remained  in a Court  bank  account  pending  the  resolution  of
         disputed   attorney's  fees.  The  Company  believed  its  payments  of
         approximately  $35,000 in  attorney's  fees was  payment in full and no
         additional fees were owed,  however, a verbal settlement was reached in
         February 2006 in order to retrieve these funds.  Additional  legal fees
         of $17,100 were accrued in 2005 and bank fees of $117 were  expensed in
         February 2006 to reflect this settlement with the release of the bond.

NOTE 7 - RIVERIA I

         The Company's sole customer's ship,  Riveria I, was destroyed by a fire
         on June 28, 2005. The Company's sole customer is currently  pursuing an
         insurance  claim from the loss of its ship.  The  Company is aiding the
         customer with this insurance claim for a fee of $2,000 per month.  This
         fee is  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.  Once
         this claim is complete, the relationship will be re-evaluated.


                                       8
<PAGE>

Item 2 - Management's Discussion and Analysis

FORWARD-LOOKING STATEMENTS

         This Quarterly  Report of From 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 in a new industry referred
to as cruise timeshares,  which combines traditional real estate timeshares with
commercial  cruise  vacations.  Purchasers of cruise timeshares will receive the
right to a seven-day cruise each year for up to 15 years aboard a cruise ship to
be purchased or managed by the Company.

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

RESULTS OF OPERATIONS

         Since our inception,  we have been dependent upon the proceeds of loans
from  our  stockholders  and the  receipt  of  capital  investment  to fund  our
continuing activities. We have incurred operating losses since our inception. We
expect to incur  significant  increasing  operating losses over the next several
years,  primarily  due to the  expansion of our  business.  We will  continue to
require the infusion of capital until operations become profitable. We had a net
loss of $316,272 and a negative  cash flow from  operations  of $102,990 for the
six months ended June 30, 2006.

Three Months  Ended June 30, 2006 and 2005:

Revenue: Revenue was $6,000 for the three months ended June 30, 2006 compared to
$43,500  earned in the three  months ended June 30,  2005.  This  decrease was a
result of the fire on the Riveria I on June 28, 2005. We are aiding the customer
with their  insurance  claim due to the fire in exchange for a fee of $2,000 per
month.  This fee is 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.  Once this claim is complete, the
relationship will be re-evaluated.

                                       9
<PAGE>

General and  Administrative:  General and administrative  expenses were $148,181
and $124,772  for the three  months ended June 30, 2006 and 2005,  respectively.
General and  administrative  expenses  increased  by $23,409 in the three months
ended  June 30,  2006 as  compared  to the three  months  ended  June 30,  2005,
primarily as a result of an increase of $36,305 in professional fees. These fees
were incurred to complete an SB2 and audited financial statements.

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

Operating  Expenses:  Operating expenses were $0 for the three months ended June
30, 2006  compared to $29,673 for the three  months  ended June 30,  2005.  This
decrease was due to the loss of our sole  customer's  ship the Riveria I on June
28, 2005.

Other  Income:  Other  income was $0 and $12,886 for the three months ended June
30,  2006 and 2005,  respectively.  This  change was  primarily  due to interest
income totaling $11,894 on the note and settlement with Riveria I.

Other  (Expenses):  Other  expenses  were $2,463 and $6,201 for the three months
ended June 30, 2006 and 2005, respectively.  For the three months ended June 30,
2006,  bank fees were $6, finance  charges were $459,  and interest  expense was
$1,998. For the three months ended June 30, 2005, bank fees were $363,  interest
expense was $4,750, debt forgiveness was $931, and depreciation was $157.

Net Loss:  Net loss before  income taxes was $144,644 and $116,760 for the three
months ended June 30, 2006 and 2005,  respectively.  The increase in net loss is
attributed  to the loss of revenue  incurred due to the fire on the Rivera I and
the expenses incurred in bringing the Company public.

Six  Months  Ended June 30, 2006 and 2005:

Revenue:  Revenue was $12,000 for the six months  ended June,  2006  compared to
$93,000 earned in the six months ended June 30, 2005. This decrease was a result
of the fire on the Riveria I on June 28, 2005.  We are aiding the customer  with
their insurance claim due to the fire in exchange for a fee of $2,000 per month.
This fee is 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.  Once this claim is complete,  the
relationship will be re-evaluated.

General and  Administrative:  General and administrative  expenses were $324,872
and  $257,264  for the six months  ended June 30,  2006 and 2005,  respectively.
General and administrative expenses increased by $67,608 in the six months ended
June 30, 2006 as compared to the six months ended June 30, 2005,  primarily as a
result of an increase of $87,718 in professional  fees. These fees were incurred
to complete an SB2 and audited financial statements.

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

Operating Expenses: Operating expenses were $0 for the six months ended June 30,
2006  compared to $46,511 for the six months ended June 30, 2005.  This decrease
was due to the loss of our sole customer's ship the Riveria I on June 28, 2005.

Other Income:  Other income was $0 and $12,886 for the six months ended June 30,
2006 and 2005,  respectively.  This change was primarily due to interest  income
totaling $11,894 on the note and settlement with Riveria I.

Other  (Expenses):  Other expenses totaled $3,400 and $12,765 for the six months
ended June 30, 2006 and 2005,  respectively.  For the six months  ended June 30,
2006, bank fees were $196,  finance charges were $611, and interest  expense was
$2,593.  For the six months  ended June 30, 2005,  bank fees were $850,  finance
charges were $228, interest expense was $10,599,  debt forgiveness was $931, and
depreciation was $157.


                                       10
<PAGE>

Net Loss:  Net loss before  income  taxes was  $316,272 and $223,234 for the six
months ended June 30, 2006 and 2005,  respectively.  The increase in net loss is
attributed  to the loss of revenue  incurred due to the fire on the Rivera I and
the expenses incurred in bringing the Company public.

LIQUIDITY AND CAPITAL RESOURCES

         For the six months  ended June 30,  2006,  we had a negative  cash flow
from operations of $102,990 compared to a negative cash flow of $235,613 for the
six months ended June 30, 2005,  an increase of $132,623.  Since  inception,  we
have been dependent upon proceeds of loans from our  stockholders and receipt of
capital investment to fund our continuing activities.

         The Company's sole customer's ship,  Riveria I, was destroyed by a fire
on June 28, 2005. The Rivera I is currently pursuing an insurance claim from the
loss of its ship. The Company is aiding the customer with this  insurance  claim
for a fee of $2,000  per month.  This fee is 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.  Once
this claim is complete, the relationship will be re-evaluated.

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

         On January 5,  2006,  we issued a  revolving  note,  with an  aggregate
principal  amount of $50,000 to Frank  Crivello,  who is the  majority  owner of
Farwell Equity  Partners II, LLC, which is our majority  stockholder.  Funds are
advanced to us as needed to pay for ongoing operations. This 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 us in writing 30 days prior to the
maturity  date.  This note has an interest  rate of 10%. On March 31,  2006,  an
amendment was issued on this note increasing the aggregate  principal  amount to
$100,000.  On June  20,  2006,  a  second  amendment  was  issued  on this  note
increasing the aggregate principal amount to $150,000.  As of June 30, 2006, the
balance  on this note was  $100,750.  Subsequent  to June 30,  2006,  $13,600 of
additional  funds  have been  received  increasing  the  balance on this note to
$114,350 as of July 17, 2006.

         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.

         Our independent auditors have issued a going concern paragraph in their
opinion on our consolidated financial statements for the year ended December 31,
2005 that is included in our Form SB-2 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.


                                       11
<PAGE>

CRITICAL ACCOUNTING POLICIES

Concentrations of Credit Risk

         One customer  accounted  for the total revenue for the six months ended
June 30, 2006 and 2005. On June 28, 2005,  the Riviera I was lost due to a fire.
We are  aiding  the  customer  with  their  insurance  claim  due to the fire in
exchange  for a fee of $2,000 per  month.  This fee is 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.
Once this claim is complete, the relationship will be re-evaluated.

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, 2006 and (ii) no change in internal
controls over  financial  reporting  occurred  during the quarter ended June 30,
2006,  that has  materially  affected,  or is  reasonably  likely to  materially
affect, our internal control over financial reporting.


                                       12
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - UNREGISTER 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

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 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 has an interest rate of 10%.
On March 31, 2006, an amendment was issued on this note increasing the aggregate
principal amount to $100,000.

On June 20,  2006, a second  amendment  was issued on this note  increasing  the
aggregate principal amount to $150,000.

ITEM 6 - EXHIBITS

      10.1  Second  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


                                       13
<PAGE>

                                   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.



Dated: August 7, 2006                 By: /s/ Craig Hodgkins
                                          ----------------------------
                                          Craig Hodgkins
                                          President and Director
                                          (Principal Executive Officer)


Date: August 7, 2006                  By: /s/ Katherine Ostruszka
                                          ----------------------------
                                          Katherine Ostruszka
                                          Chief Financial Officer and Controller
                                          (Principal Financial Officer)


                                       14
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number                              Description

10.1  Second  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


                                       15