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 March 31, 2006

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

       For the transition period from ________________ to _______________

                                   333-128077
                            (Commission file number)

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

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

                               405-A Atlantis Road
                          Cape Canaveral, Florida 32920
                    (Address of principal executive offices)

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


                                       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 |_| No [X]

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 May 10,  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 MARCH 31, 2006
                                TABLE OF CONTENTS

<TABLE>
<S>       <C>                                                                     <C>
PART 1    FINANCIAL STATEMENTS                                                      2

Item 1.   Financial Statements                                                      2

          Condensed Consolidated Balance Sheet as of March 31, 2006 (Unaudited)     2
          Condensed Consolidated Statements of Operations for the Three Months
              Ended March 31, 2006 and 2005 (Unaudited)                             3

          Condensed Consolidated Statements of Cash Flows for the Three
              Months Ended March 31, 2006 and 2005 (Unaudited)                      4

          Notes to Condensed Consolidated Financial Statements as of
              March 31, 2006 (Unaudited)                                            5

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

Item 3.   Controls and Procedures                                                  11

PART II   OTHER INFORMATION                                                        12

Item 1.   Legal Proceedings                                                        12

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds              12

Item 3.   Defaults Upon Senior Securities                                          12

Item 4.   Submission of Matters to a Vote of Security Holders                      12

Item 5.   Other Information                                                        12

Item 6.   Exhibits                                                                 12

SIGNATURES                                                                         13

INDEX TO EXHIBITS                                                                  14
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                  Marine Growth Ventures, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

                                                                       March 31,
                                                                         2006
                                                                      ---------
ASSETS

  CURRENT ASSETS
  Cash                                                                $     916
  Accounts Receivable                                                     5,779
                                                                      ---------
       Total Current Assets                                               6,695
                                                                      ---------

  FIXED ASSETS, NET                                                       1,586
                                                                      ---------

  OTHER ASSETS
  Deposits                                                                7,181
  Prepaid Expenses                                                        1,798
                                                                      ---------
       Total Other Assets                                                 8,979
                                                                      ---------

  TOTAL ASSETS                                                        $  17,260
                                                                      =========

                    LIABILITIES & STOCKHOLDERS' (DEFICIENCY)
                    ----------------------------------------

  CURRENT LIABILITIES
  Accrued Payroll                                                     $ 143,693
  Accounts Payable                                                       38,086
  Accrued Expenses                                                       96,105
  Note Payable - Stockholder                                             56,750
                                                                      ---------
       Total Current Liabilities                                        334,634
                                                                      ---------

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                                                  (887,313)
                                                                      ---------
       Total Stockholders' (Deficiency)                                (317,374)
                                                                      ---------

  TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIENCY)                      $  17,260
                                                                      =========

                       See Accompanying Notes To Condensed
                       Consolidated Financial Statements

                                       2
<PAGE>

                  Marine Growth Ventures, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                                         Three Months
                                                            Ended
                                                         March 31,
                                                ----------------------------
                                                    2006          2005
                                                ------------    ------------
REVENUE
  Ship Management Fees and Consulting Revenue   $      6,000    $     49,500
                                                ------------    ------------
    Total Revenue                                      6,000          49,500
                                                ------------    ------------

EXPENSES
  Operating                                               --          16,838
  Selling                                                 --              80
  General and Administrative                         176,691         132,492
                                                ------------    ------------
    Total Expenses                                   176,691         149,410
                                                ------------    ------------

LOSS FROM OPERATIONS                                (170,691)        (99,910)
                                                ------------    ------------

OTHER (EXPENSE)
  Other (Expense)                                       (937)         (6,564)
                                                ------------    ------------
    Total Other  (Expense)                              (937)         (6,564)
                                                ------------    ------------

NET LOSS                                        $   (171,628)   $   (106,474)
                                                ============    ============

Basic and diluted loss per common share         $      (0.01)   $      (0.01)
                                                ============    ============
Weighted average number of common shares
outstanding - basic & diluted                     21,739,500      20,100,000
                                                ============    ============

                       See Accompanying Notes To Condensed
                       Consolidated Financial Statements

                                       3
<PAGE>

                  Marine Growth Ventures, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                             Three Months
                                                                Ended
                                                               March 31,
                                                        ----------------------
                                                           2006         2005
                                                        ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                              $(171,628)   $(106,474)
    Adjustments To Reconcile Net Loss To Net Cash
      Used In Operating Activities:
      Depreciation                                            263           --
      Changes In Operating Assets & Liabilities:
      Accounts Receivable                                  (5,779)      (1,210)
      Prepaid Expenses                                     (1,798)          --
      Legal Bond                                           37,500      (37,500)
      Accrued Payroll                                      69,673        2,989
      Accounts Payable                                     (2,217)      22,955
      Accrued Interest Payable                                595        6,688
      Accrued Expenses                                     13,080           --
      Deferred Income                                      (2,000)          --
      Other Accounts Payable                                   --       (3,239)
                                                        ---------    ---------
  Net Cash Used In Operating Activities                   (62,311)    (115,791)
                                                        ---------    ---------


CASH FLOWS FROM INVESTING ACTIVITIES:
      Advances Made On Loans Receivable                        --       (3,143)
      Advances Made On Notes Receivable                        --      (18,712)
      Proceeds From Repayment Of Loans Receivable           3,143           --
                                                        ---------    ---------
  Net Cash Provided By (Used In) Investing Activities       3,143      (21,855)
                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Decrease In Cash Overdraft                               --       (5,868)
      Proceeds from Note Payable - Stockholder             56,750      177,686
                                                        ---------    ---------
  Net Cash Provided By Financing Activities                56,750      171,818
                                                        ---------    ---------


NET (DECREASE) INCREASE IN CASH                            (2,418)      34,172

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

CASH, END OF PERIOD                                     $     916    $  34,172
                                                        =========    =========

                       See Accompanying Notes To Condensed
                       Consolidated Financial Statements

                                       4
<PAGE>

                  Marine Growth Ventures, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                        As of March 31, 2006 (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 to be purchased by the Company.

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

      Since its  inception,  the Company has been dependent upon the proceeds of
      loans from its stockholders and the receipt of capital investments to fund
      its continuing activities. The Company has incurred operating losses since
      its  inception.  The  Company  expects  to  incur  significant  increasing
      operating  losses  over  the  next  several  years,  primarily  due to the
      expansion  of its  business.  There is no  assurance  that  the  Company's
      developmental and marketing  efforts will be successful.  The Company will
      continue  to require the  infusion  of capital or loans  until  operations
      become  profitable.  There can be no assurance  that the Company will ever
      achieve  any  revenues  or  profitable  operations  from  the  sale of its
      proposed products. The Company is seeking additional capital at this time.
      During the three months  ended March 31, 2006,  the Company had a net loss
      of $171,628  and a negative  cash flow from  operations  of $62,311 and as
      March 31, 2006, the Company had a working  capital  deficiency of $327,939
      and a stockholders'  deficiency of $317,374. 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. 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 March 31, 2006
            and for  the  three  months  ended  March  31,  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   effect   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 were received on the Note
      during 2005 and the Note was repaid in full July 2005  utilizing  proceeds
      received from the Private Placement that closed on July 15, 2005.

      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 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 has a maturity  date of June 30,  2006.  It has been
      agreed that the maturity  date will extend to December 31, 2006 unless the
      lender  notifies  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.  As of March 31,  2006,  the  balance on this note is
      $56,750.  Subsequent to March 31, 2006,  $3,300 of  additional  funds have
      been extended  increasing  the balance on this note to $60,050 as of April
      28, 2006.

                                       6
<PAGE>

      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 three months ended
      March 31,  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 March 31, 2006 consisted of:

             Office Furniture                   $       1,286
             Computer Equipment                         1,078
             Less: Accumulated Depreciation              (778)
                                                -------------

             Fixed Assets, net                  $       1,586
                                                =============

      Depreciation  expense for the three  months  ended March 31, 2006 and 2005
      amounted to $263 and $0, respectively.

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 has 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.  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.

                                       7
<PAGE>

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 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 a minimum
period of 10 years aboard a cruise ship to be 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 $171,628  and a negative  cash flow from  operations  of $62,311 for the
thee months ended March 31, 2006.

Three Months Ended March 31, 2006 and 2005:

      Revenue:  Revenue  was $6,000 for the three  months  ended  March 31, 2006
compared  to $49,500  earned in the three  months  ended  March 31,  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 $176,691
and $132,492  for the three months ended March 31, 2006 and 2005,  respectively.
General and  administrative  expenses  increased  by $44,199 in the three months
ended  March 31,  2006 as compared  to the three  months  ended March 31,  2005,
primarily as a result of an increase of $51,412 in professional fees. These fees
were incurred to complete an SB2 and audited financial statements.

Operating Expenses:  Operating expenses were $0 for the three months ended March
31, 2006  compared to $16,838 for the three months  ended March 31,  2005.  This
decrease was due to the loss of our sole  customer's  ship the Riveria I on June
28, 2005.

Other  Expenses:  Other Expenses were $937 and $6,564 for the three months ended
March 31,  2006 and 2005,  respectively.  For the three  months  ended March 31,
2006, bank fees were $189,  finance charges were $154, and interest  expense was
$595.  For the three months ended March 31, 2005,  bank fees were $487,  finance
charges were $226, and interest expense was $5,850.

Net Loss.  Net loss before  income taxes was $171,628 and $106,474 for the three
months ended March 31, 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 continued expenses in bringing the Company public.

Liquidity and Capital Resources

      For the three  months ended March 31,  2006,  we had a negative  cash flow
from  operations  of $62,311  compared to a negative cash flow of $115,791 as of
March 31, 2005, a decrease of $53,480.  Since inception,  we have been dependent
upon proceeds of loans from our stockholders  and receipt of capital  investment
to fund our continuing activities.

      For the three months  ended March 31, 2006,  we had a net loss of $171,628
compared to a net loss of $106,474 for the three months ended March 31, 2005, an
increase in the net loss of $65,154.

      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 is 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 has a maturity
date of June 30, 2006.  It has been agreed that the maturity date will extend to
December 31, 2006 unless the lender  notifies us in writing 30 days prior to the
maturity  date.  This note has an interest  rate of 10%. On March 31,  2006,  an
amendment was issued on this note increasing the aggregate  principal  amount to
$100,000. As of March 31, 2006, the balance on this note was $56,750. Subsequent
to March 31, 2006, $3,300 of additional funds have been extended  increasing the
balance on this note to $60,050 as of April 28, 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.

                                       10
<PAGE>

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Concentrations of Credit Risk

      One customer  accounted  for the total  revenue for the three months ended
March 31, 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 March  31,  2006 and (ii) no  change  in
internal  controls over financial  reporting  occurred  during the quarter ended
March  31,  2006,  that has  materially  affected,  or is  reasonably  likely to
materially affect, our internal control over financial reporting.

                                       11
<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

None

ITEM 6 - EXHIBITS

      10.1  Revolving  Note by and  among  Marine  Growth  Ventures,  Inc.,  its
            subsidiaries and Frank P. Crivello.

      10.2  First  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

                                       12
<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: May 16, 2006              By:  /s/Craig Hodgkins
                                      ------------------------------------
                                         Craig Hodgkins
                                         President and Director
                                         (Principal Executive Officer)


Date: May 16, 2006               By:  /s/Katherine Ostruszka
                                      -----------------------
                                         Katherine Ostruszka
                                         Chief Financial Officer and Controller
                                         (Principal Financial Officer)


                                     13
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number                    Description

10.1  Revolving Note by and among Marine Growth Ventures, Inc., its subsidiaries
      and Frank P. Crivello.

10.2  First  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


                                       14