**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, 2007**




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





For
      the
      transition period from ________________ to _______________





**333-128077**


(Commission
      file number)





**MARINE
      GROWTH VENTURES, INC.**


(Exact
      name of small business issuer as specified in its charter)





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




**405-A
      Atlantis Road**


**Cape
      Canaveral, Florida 32920**


(Address
      of principal executive offices)





**(321)
      783-1744**


(Issuer's
      telephone number)




**N/A**


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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x 
No
      o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes
o No
x





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




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








**MARINE
      GROWTH VENTURES, INC.**


**FORM
      10-QSB**


**QUARTERLY
      PERIOD ENDED MARCH 31, 2007**


**TABLE
      OF CONTENTS**




PART
                1
            FINANCIAL
                STATEMENTS
            3Item
                1.
            Financial
                Statements
            3Condensed
                Consolidated Balance Sheet as of March 31, 2007 (Unaudited)and
                December 31, 2006 (Audited)
            4Condensed
                Consolidated Statements of Operations for the Three Months Ended
March
                31, 2007 and 2006 (Unaudited)
            5Consolidated
                Statements of Cash Flows for the Three Months Ended March 31, 2007 and
                2006 (Unaudited)
            6Notes
                to Condensed Consolidated Financial Statements as of March 31, 2007
                (Unaudited)
            7Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            11Item
                3.
            Controls
                and Procedures
            14PART
                II
            OTHER
                INFORMATION
            15Item
                1.
            Legal
                Proceedings
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            15Item
                3.
            Defaults
                Upon Senior Securities
            15Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            15Item
                5.
            Other
                Information
            15Item
                6.
            Exhibits
            15SIGNATURES
            16INDEX
                TO EXHIBITS
            17CERTIFICATIONSCertification
                of CEO Pursuant to 13a-14(a) under the Exchange ActCertification
                of CFO Pursuant to 13a-14(a) under the Exchange ActCertification
                of the CEO Pursuant to 18 U.S.C. Section 1350Certification
                of the CFO Pursuant to 18 U.S.C. Section 1350




2





**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1 - FINANCIAL STATEMENTS**





3




**Marine
                Growth Ventures, Inc and Subsidiaries****Consolidated
                Balance Sheet****As
                of March 31, 2007 (Unaudited) and December 31, 2006
                (Audited)**




**March
                31, 2007**
              **(Unaudited)**
            
            **December
                31, 2006 (Audited)****ASSETS****CURRENT
                ASSETS**Cash
            
            $
            5,606
            
            $
            3,947Accounts
                Receivable
            
            
            -
            
            
            -Advance
                to Employee
            
            
            40,000
            
            
            20,000Deferred
                Rent
            
            
            1,888
            
            
            -Prepaid
                Insurance
            
            
            3,973
            
            
            732Total
                Current Assets
            
            
            51,467
            
            
            24,679**FIXED
                ASSETS, NET**
            
            
            1,351,187
            
            
            1,279**INTANGBILE
                ASSETS, NET**
            
            
            33,250
            
            
            -**OTHER
                ASSETS**Accounting
                Retainer
            
            
            5,000
            
            
            5,000Loan
                Reserve
            
            
            67,916
            
            
            -Other
                Deposits
            
            
            2,181
            
            
            2,181Total
                Other Assets
            
            
            75,097
            
            
            7,181**TOTAL
                ASSETS**
            
            **$**
            **1,511,001**
            
            **$**
            **33,139****LIABILITIES
                AND STOCKHOLDER'S EQUITY****CURRENT
                LIABILITIES**Accrued
                Payroll
            
            $
            448,702
            
            $
            367,964Accounts
                Payable
            
            
            88,821
            
            
            102,171Accrued
                Interest Payable
            
            
            16,327
            
            
            9,972Accrued
                Expenses
            
            
            141,514
            
            
            105,000Other
                Payables
            
            
            3,660
            
            
            3,660Note
                Payable - Stockholder
            
            
            457,950
            
            
            194,250Total
                Current Liabilities
            
            
            1,156,974
            
            
            783,017**LONG
                TERM LIABILITIES**Greystone
                Note Payable
            
            
            1,500,000
            
            
            -Total
                Long Term Liabilities
            
            
            1,500,000
            
            
            -**TOTAL
                LIABILITIES**
            
            
            2,656,974
            
            
            783,017**STOCKHOLDERS'
                DEFICIENCY**Preferred
                Stock, $0.001 par value, 5,000,000 shares authorized, none issued
                or
                outstanding Common Stock, $0.00 par value, 100,000,000 shares authorized,
                20,739,500 issued and outstanding
            
            
            21,740
            
            
            21,740Additional
                Paid-In Capital
            
            
            552,886
            
            
            551,949Accumulated
                Deficit
            
            
            (1,720,599
            )
            
            (1,323,567
            )Total
                Stockholders' Deficiency
            
            
            (1,145,973
            )
            
            (749,878
            )**TOTAL
                LIABILITIES & STOCKHOLDERS'****DEFICIENCY**
            
            **$**
            **1,511,011**
            
            **$**
            **33,139**





See
      Accompanying Notes to Condensed Consolidated Financial
      Statements


4





**Marine
                Growth Ventures, Inc and Subsidiaries****Consoldiated
                Statement of Operations****(Unaudited)**




**Three
                Months Ended****March
                31,****2007**
            
            **2006****REVENUE**Ship
                Management Fees and Consulting Income
            
            $
            33,898
            
            $
            6,000Total
                Revenue
            
            
            33,898
            
            
            6,000**EXPENSES**Payroll
                and Related Expenses
            
            
            88.552
            
            
            88,376Professional
                Fees
            
            
            187,959
            
            
            77,802General
                and Administrative Expenses
            
            
            14,878
            
            
            10,482Selling
                Expenses
            
            
            -
            
            
            -Operating
                Expenses
            
            
            17,995
            
            
            -Impairment
                of Goodwill
            
            
            -
            
            
            -Total
                Expenses
            
            
            309,384
            
            
            176,661**LOSS
                FROM OPERATIONS**
            
            
            (275,486
            )
            
            (170,661
            )**OTHER
                INCOME(EXPENSE)**Other
                Income
            
            
            -
            
            
            -Other
                (Expense)
            
            
            (121,547
            )
            
            (937
            )Total
                Other (Expense)
            
            
            -
            
            
            (937
            )**NET
                LOSS**
            
            $
            (
                397,034
            )
            $
            (171,598
            )**Basic
                and diluted loss per common share**
            
            $
            (0.02
            )
            $
            (0.01
            )**Weighted
                average number of common shares outstanding - basic an
                diluted**
            
            
            21,739,500
            
            
            21,739,500




See
      Accompanying Notes To Condensed Consolidated Financial
      Statements


5





**Marine
                Growth Ventures, Inc and Subsidiaries****Consolidated
                Statement of Cash Flows****(Unaudited)**




**Three
                Months Ended****March
                31,****2007**
            
            **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (397,034
            )
            $
            (171,598
            )Adjustments
                to reconcile net loss to net cash used in operating
                activitiesDepreciation
            
            
            92
            
            
            263Donated
                Rent & Services
            
            
            937
            
            
            -Reserve
                Legal Fees
            
            
            61,834
            
            
            -Changes
                in Operation Assets & Liabilities:Advance
                to Employee
            
            
            (20,000
            )
            
            -Accounts
                Receivable
            
            
            -
            
            
            (5,779
            )Legal
                Bond
            
            
            -
            
            
            37,500Prepaid
                Insurance
            
            
            (3,240
            )
            
            -Accrued
                Payroll
            
            
            80,738
            
            
            69,673Accounts
                Payable
            
            
            (13,349
            )
            
            (2,008
            )Accrued
                Interest Payable
            
            
            6.355
            
            
            595Accrued
                Expenses
            
            
            36,514
            
            
            13,080Deferred
                Income
            
            
            -
            
            
            (2,000
            )Deferred
                Rent
            
            
            (1,888
            )
            
            (1,798
            )Net
                Cash Used by Operating Activities
            
            
            (249,041
            )
            
            (62,071
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Loan
                Costs
            
            
            (13,000
            )
            
            -Advances
                Made on Loans Receivable
            
            
            -
            
            
            3,143Net
                Cash Provided by Investing Activities
            
            
            (13,000
            )
            
            3,143**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                From Note Payable-Stockholder
            
            
            263,700
            
            
            56,750Net
                Cash Provided by Financing Activities
            
            
            263,700
            
            
            56,750**NET
                INCREASE IN CASH:**
            
            
            1,659
            
            
            (2,178
            )**BEGINNING
                CASH**
            
            
            3,947
            
            
            3,334**ENDING
                CASH**
            
            $
            5,606
            
            $
            1,156**SUPPLEMENTAL
                DISCLOSURES OF CASH ITEMS**Interest
                Paid
            
            $
            -
            
            $
            -Income
                Taxes Paid
            
            
            -
            
            
            -**SUPPLEMENTAL
                DISCLOSURES OF NON-CASH INVESTING & FINANCING
                ACTIVITES**Purchase
                of Fixed Assets
            
            $
            (1,350,000
            )
            $
            -Loan
                Costs
            
            
            (20,250
            )
            
            -Loan
                Reserve
            
            
            (67,916
            )
            
            -Reserve
                Legal Fees
            
            
            (61,834
            )
            
            -Note
                Payable - Ship Purchase
            
            
            1,500,000
            
            
            -





See
      Accompanying Notes To Condensed Consolidated Financial
      Statements


6


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


**Notes
      to Condensed Consolidated Financial Statements**


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





**Note
      1 -** **Organization
      and Operations and Going Concern** ****





Marine
      Growth Ventures, Inc. (“MGV”) was formed and incorporated in the state of
      Delaware on November 6, 2003. MGV is a holding company that conducts its
      operations primarily through a wholly-owned subsidiary, Sophlex Ship Management,
      Inc. (“Sophlex”). MGV, Sophlex and MGV’s other subsidiaries are referred to
      collectively herein as the “Company”.





The
      Company had no significant business operations until its acquisition of Sophlex
      on September 1, 2004. Sophlex, which was founded in 1999, provides ship crewing
      and management services to vessel owners and operators in the United States
      and
      abroad.  The
      founder and the sole shareholder of Sophlex at the time of the acquisition
      is
      the current Chief Operating Officer of the Company. At the time acquisition
      both
      companies were private entities.





The
      Company is also currently pursuing opportunities in a new industry referred
      to
      as cruise timeshares, which combines traditional real estate timeshares with
      commercial cruise vacations. Purchasers of cruise timeshares will receive the
      right to a seven-day cruise each year for up to 15 years aboard a cruise ship
      purchased by the Company.





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





Since
      its
      inception, the Company has been dependent upon the proceeds of loans from its
      stockholders and the receipt of capital investments to fund its continuing
      activities. The Company has incurred operating losses since its inception.
      The
      Company expects to incur significant increasing operating losses over the next
      several years, primarily due to the expansion of its business. There is no
      assurance that the Company’s developmental and marketing efforts will be
      successful. The Company will continue to require the infusion of capital or
      loans until operations become profitable. There can be no assurance that the
      Company will ever achieve any revenues or profitable operations from the sale
      of
      its proposed products. The Company is seeking additional capital at this time.
      During the three months ended March 31, 2007, the Company had a net loss of
      $397,034 and a negative cash flow from operations of $249,041 and as March
      31,
      2007, the Company had a working capital deficiency of $1,105,507 and a
      stockholders’ deficiency of $1,145,973. As a result of the above, the
      accompanying condensed consolidated financial statements have been prepared
      assuming that the Company will continue as a going concern. The condensed
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





**Note
      2 -** **Summary
      of Significant Accounting Policies**





(A)
            Principles
                of Consolidation





The
      accompanying condensed consolidated financial statements include the accounts
      of
      Marine Growth Ventures, Inc. and its wholly-owned subsidiaries, Marine Growth
      Finance, Inc., Sophlex Ship Management, Inc., Marine Growth Freight, Inc.,
      Marine Growth Charter, Inc., Gulf Casino Cruises, Inc. and Marine Growth Canada,
      Ltd. All material intercompany accounts and transactions have been eliminated
      in
      consolidation.





(B)
            Use
                of Estimates





The
      preparation of condensed consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosures of contingent assets and
      liabilities at the date of the condensed consolidated financial statements
      and
      the reported amounts of revenue and expenses during the reporting period. Actual
      results may differ from those estimates.


7





(C)
            Loss
                per Share





Net
      loss
      per share (basic and diluted) has been computed by dividing the net loss
      available to common stockholders by the weighted average number of common shares
      outstanding during each period. Common stock equivalents were not included
      in
      the calculation of diluted loss per share as there were none outstanding during
      the periods presented as well as their effect would be
      anti-dilutive.





(D)
            Interim
                Condensed Consolidated Financial
                Statements





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





(E)
            Recent
                Accounting Pronouncements





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





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





On
      February 8, 2005, prior to the Company’s filing of its SB2, a loan of $3,143
      with no specific repayment terms was made to an entity controlled by the Chief
      Operating Officer of the Company. This loan was repaid on March 24, 2006, prior
      to the Company filing its SB2.





On
      January 5, 2006, the Company issued a revolving note (the “Note”), with an
      aggregate principal amount of $50,000 to a stockholder, who is also the majority
      member of the LLC that is the majority owner of the
      Company. Funds are advanced to the Company, as needed, to finance ongoing
      operations. The Note had a maturity date of June 30, 2006. It has been agreed
      that the maturity date will extend to December 31, 2006 unless the lender
      notifies the borrower, in writing, thirty days prior to the maturity date.
      This
      Note bears an interest rate of 10%. Several amendments have been made in 2006
      to
      this note increasing the aggregate amount of the note. On March 31, 2006, an
      amendment was issued on this note increasing the aggregate principal amount
      to
      $100,000. On June 20, 2006, a second amendment was issued on this note
      increasing the aggregate principal amount to $150,000. On October 6, 2006,
      a
      third amendment was issued on the revolving note increasing the aggregate
      principal amount to $200,000. Several amendments have been made in 2007 to
      this
      note increasing the aggregate principal amount. On January 16, 2007, a fourth
      amendment was issued on the revolving note increasing the aggregate principal
      amount to $250,000. On February 20, 2007, a fifth amendment was issued on the
      revolving note increasing the aggregate amount to $300,000 and extending the
      maturity date to February 20, 2008. On March 16, 2007, a sixth amendment was
      issued on the revolving note increasing the aggregate amount to $400,000. On
      March 26, 2007, a seventh amendment was issued on the revolving note increasing
      the aggregate amount to $500,000. The balance on this note is $490,950 as of
      April 27, 2007.


8





The
      Company utilizes space in Milwaukee, Wisconsin owned by an entity controlled
      by
      the Chairman of the Board of Directors. The fair market value of this rent
      is
      $250 per month and is recorded as $750 rent expense and a corresponding related
      party liability for the three month ended March 31, 2007, 2006. On March 31,
      2007, this debt was forgiven and converted into additional paid in
      capital.





The
      Company utilizes employees of an entity controlled by the Chairman of the Board
      of Directors. In exchange for the use of these employees, an employee of the
      Company completes work for an entity controlled by the Chairman of the Board
      of
      Directors. The value of the work done by the employees of the entity controlled
      by the Chairman of the Board of Directors exceeded the value of the work of
      the
      Company’s employee by $187.50 during the three months ending March 31, 2007 and
      was recorded as payroll and a corresponding related party liability was
      recorded. On March 31, 2007, this debt was forgiven and converted into
      additional paid in capital.





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





One
      customer each accounted for the total revenue for the three months ended March
      31, 2007 and 2006.  For the three months ended March 31, 2007, the
      Company’s was the court appointed substitute custodian for the M/V Babe. The
      boat was arrested on January 5, 2007. On January 9, 2007 Greystone Business
      Credit, the plaintiff in the case against the M/V Babe, signed a maintenance
      and
      caretaking proposal of the M/V Babe with Sophlex Ship Management, Inc. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in 2007.
      For
      the three months ended March 31, 2006, the Company’s sole customer was pursuing
      an insurance claim for the loss of its ship in 2005. The Company aided this
      customer with this insurance claim for a fee of $2,000 per month. The fee was
      not contingent upon the customer receiving any proceeds, nor were any of fees
      outstanding prior to the fire contingent upon the customer receiving any
      insurance proceeds. This claim was completed in October, 2006 and the Company
      is
      no longer receiving the fee of $2,000 per month.





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





On
      March
      15, 2007, Marine Growth Canada Ltd., a wholly-owned subsidiary of MGV entered
      into a Sale and Purchase Agreement with British Columbia Discovery Voyages,
      Inc., T. Jones Enterprises, Inc. and Trevor Jones, pursuant to which the Company
      will purchase the Pacific Aurora, a Canadian flagged vessel, for an aggregate
      purchase price of $1,350,000. In accordance with the Sale and Purchase Agreement
      the Company made an initial down payment of $85,000. On March 27, 2007 the
      balance of the purchase price, $1,265,000, was paid to the seller and Marine
      Growth Ventures acquired the Pacific Aurora for use in its intended cruise
      timeshare business operations.





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





Fixed
      assets as of March 31, 2007 consisted of:




Office
                Furniture
            
            $
            1,286Computer
                Equipment
            
            
            1,078Ship
            
            
            1,350,000Less:
                Accumulated Depreciation
            
            
            (1,776
            )Fixed
                Assets, net
            
            $
            1,351,187





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


9




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





For
      the
      three months ended March 31, 2006 the Company had a sole customer. The Company
      sole customer’s ship, Riveria I, was destroyed by a fire on June 28, 2005. The
      Company’s customer was pursuing an insurance claim from the loss of its ship.
      The Company aided the customer with this insurance claim for a fee of $2,000
      per
      month. The fee was not contingent upon the customer receiving any insurance
      proceeds, nor were any of the fees outstanding prior to the fire contingent
      upon
      the customer receiving any insurance proceeds. This claim was completed in
      October, 2006 and the Company is no longer receiving the fee of $2,000 per
      month.





**Note
      8 -** **M/V
      Babe**





On
      December 15, 2006 an order appointing substitute custodian was signed appointing
      Sophlex Ship Management, Inc. the custodian of M/V Babe. The boat was arrested
      on January 5, 2007. On January 9, 2007 Greystone Business Credit, the plaintiff
      in the case against the M/V Babe, signed a maintenance and caretaking proposal
      of the M/V Babe with Sophlex Ship Management, Inc. and the amount of $20,819
      will be charged to Greystone on a monthly basis in 2007.





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





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





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





In
      addition, the Company executed a Guaranty in favor of Greystone Business II,
      LLC
      to guaranty the full payment of all obligations due under the Term
      Note.





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





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





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





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




10





**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
      $397,034 and a negative cash flow from operations of $249,041 for the three
      months ended March 31, 2007.





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





Revenue: Revenue
      was $33,898 for the three months ended March 31, 2007 compared to $6,000 earned
      in the three months ended March 31, 2006. This increase was a result of Sophlex
      Ship Management, Inc., being appointed as the substitute custodian of M/V Babe.
      This boat was arrested on January 5, 2007. On January 9, 2007 Greystone Business
      Credit, the plaintiff in the case against the M/V Babe, signed a maintenance
      and
      caretaking proposal of the M/V Babe with Sophlex Ship Management, Inc. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in
      2007.


11





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





Professional
      Fees: Professional
      fees were $187,959 for the three months ended March 31, 2007 compared to $77,802
      for the three months ended March 31, 2006. Professional fees increased by
      $110,157 in the three months ended March 31, 2007. Legal fees were $154,415
      and
      $13,298 for the three months ended March 31, 2007 and 2006, respectively. The
      increase in legal fees of $141,117 is primarily due to the purchase of the
      M/V
      Pacific Aurora. Accounting fees were $32,149 and $64,504 for the three months
      ended March 31, 2007 and 2006, respectively. The decrease in accounting fees
      of
      $32,355 is primarily due to the reduction in the SB2 audit/review work. In
      the
      three months ended March 31, 2007 there were other professional fees incurred
      of
      $1,396.





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





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





Other
      Expenses: Other
      Expenses were $121,547 and $937 for the three months ended March 31, 2007 and
      2006, respectively. Other expenses increased by 120,610 for the three months
      ended March 31, 2007. For the three months ended March 31, 2007, bank fees
      were
      $210, finance charges were $538, interest expense was $6,355, currency
      conversion loss was $32,335, ship sales tax was $81,000, and organizational
      costs were $1,109. For the three months ended March 31, 2006, bank fees were
      $190, finance charges were $152, and interest expense was $595.





Net
      Loss: Net loss
      before income taxes was $397,034 and $171,598 for the three months ended March
      31, 2007 and 2006, respectively. The increase in net loss is attributed to
      expenses related to the purchase of the M/V Pacific Aurora.





**Liquidity
      and Capital Resources**





For
      the
      three months ended March 31, 2007, we had a negative cash flow from operations
      of $249,041 compared to a negative cash flow of $62,071 as of March 31, 2007,
      a
      decrease of $186,970. Since inception, we have been dependent upon proceeds
      of
      loans from our stockholders and receipt of capital investment to fund our
      continuing activities.





For
      the
      three months ended March 31, 2007, we had a net loss of $397,034 compared to
      a
      net loss of $171,598 for the three months ended March 31, 2006, an increase
      in
      the net loss of $225,436.





One
      customer each accounted for the total revenue for the three months ended March
      31, 2007 and 2006.  For the three months ended March 31, 2007, the
      Company’s was the court appointed substitute custodian for the M/V Babe. The
      boat was arrested on January 5, 2007. On January 9, 2007 Greystone Business
      Credit, the plaintiff in the case against the M/V Babe, signed a maintenance
      and
      caretaking proposal of the M/V Babe with Sophlex Ship Management, Inc. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in 2007.
      For
      the three months ended March 31, 2006, the Company’s sole customer was pursuing
      an insurance claim for the loss of its ship in 2005. The Company aided this
      customer with this insurance claim for a fee of $2,000 per month. The fee was
      not contingent upon the customer receiving any proceeds, nor were any of fees
      outstanding prior to the fire contingent upon the customer receiving any
      insurance proceeds. This claim is complete and no further income is being
      received from this customer.


12





As
      of
      December 31, 2005, the Company had a note receivable of $3,143. This was a
      note
      receivable from an entity controlled by our chief operating officer and was
      repaid in March 2006 prior to the Company filing its SB2.





On
      January 5, 2006, the Company was issued a revolving note (the “Note”), with an
      aggregate principal amount of $50,000 from a stockholder, who is also the
      majority member of the LLC that is the majority owner of the
      Company. Funds are advanced to the Company, as needed, to pay for ongoing
      operations. The Note had a maturity date of June 30, 2006. It has been agreed
      that the maturity date will extend to December 31, 2006 unless the lender
      notifies the borrower, in writing, thirty days prior to the maturity date.
      This
      Note bears an interest rate of 10%. Several amendments were made in 2006 to
      this
      note increasing the aggregate amount of the note. On March 31, 2006, an
      amendment was issued on this note increasing the aggregate principal amount
      to
      $100,000. On June 20, 2006, a second amendment was issued on this note
      increasing the aggregate principal amount to $150,000. On October 6, 2006,
      a
      third amendment was issued on the revolving note increasing the aggregate
      principal amount to $200,000. Several amendments have been made in 2007 to
      this
      note increasing the aggregate principal amount. On January 16, 2007, a fourth
      amendment was issued on the revolving note increasing the aggregate principal
      amount to $250,000. On February 20, 2007, a fifth amendment was issued on the
      revolving note increasing the aggregate amount to $300,000 and extending the
      maturity date to February 20, 2008. On March 16, 2007, a sixth amendment was
      issued on the revolving note increasing the aggregate amount to $400,000. On
      March 26, 2007, a seventh amendment was issued on the revolving note increasing
      the aggregate amount to $500,000. The balance on this note is $490,950 as of
      April 27, 2007.





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





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





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





In
      addition, the Company executed a Guaranty in favor of Greystone Business II,
      LLC
      to guaranty the full payment of all obligations due under the Term
      Note.





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


13





**Off-Balance
      Sheet Arrangements**





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





**Critical
      Accounting Policies**





*Concentrations
      of Credit Risk*





One
      customer each accounted for the total revenue for the three months ended March
      31, 2007 and 2006.  For the three months ended March 31, 2007, the
      Company’s was the court appointed substitute custodian for the M/V Babe. The
      boat was arrested on January 5, 2007. On January 9, 2007 Greystone Business
      Credit, the plaintiff in the case against the M/V Babe, signed a maintenance
      and
      caretaking proposal of the M/V Babe with Sophlex Ship Management, Inc. and
      the
      amount of $20,819 will be charged to Greystone on a monthly basis in 2007.
      For
      the three months ended March 31, 2006, the Company’s sole customer was pursuing
      an insurance claim for the loss of its ship in 2005. The Company aided this
      customer with this insurance claim for a fee of $2,000 per month. The fee was
      not contingent upon the customer receiving any proceeds, nor were any of fees
      outstanding prior to the fire contingent upon the customer receiving any
      insurance proceeds. This claim was completed in October, 2006 and the Company
      is
      no longer receiving the fee of $2,000 per month.





*Revenue
      Recognition*





The
      Company recognizes ship management and consulting revenue when earned. At the
      time of the transaction, the Company assesses whether the fee is fixed and
      determinable based on the payment terms associated with the transaction and
      whether collectibility is reasonably assured. If a significant portion of a
      fee
      is due after the normal payment terms, the Company accounts for the fee as
      not
      being fixed and determinable. In these cases, the Company recognizes revenue
      as
      the fees become due. Where the Company provides a service at a specific point
      in
      time and there are no remaining obligations, the Company recognizes revenue
      upon
      completion of the service.





**ITEM
      3 - CONTROLS AND PROCEDURES**





Under
      the
      direction of our Chief Executive Officer and Chief Financial Officer, we
      evaluated our disclosure controls and procedures and internal control over
      financial reportings and concluded that (i) our disclosure controls and
      procedures were effective as of March 31, 2007 and (ii) no change in internal
      controls over financial reporting occurred during the quarter ended March 31,
      2007, that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




14





**PART
      II - OTHER INFORMATION**





Item
      1.
      Legal Proceedings - None





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





Item
      3.
      Defaults Upon Senior Securities - None





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





Item
      5.
      Other Information - None





Item
      6.
      Exhibits





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





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





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





10.4
            Seventh
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.





31.1
            Certification
                of CEO Pursuant to 13a-14(a) under the Exchange
                Act





31.2
            Certification
                of the CFO Pursuant to 13a-14(a) under the Exchange
                Act





32.1
            Certification
                of the CEO pursuant to 18 U.S.C Section
                1350





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




15





**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 15, 2007
            By:
            /s/
              Craig HodgkinsCraig
                HodgkinsPresident
                and Director
              (Principal
                Executive Officer)




Date:
              May 15, 2007
            By:
            /s/
              Katherine OstruszkaKatherine
                OstruszkaChief
                Financial Officer and Controller
              (Principal
                Financial Officer)




16





**EXHIBIT
      INDEX**





Exhibit
                Number
            
            Description10.
                1
            
            Fourth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.10.2
            
            Fifth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.10.
                3
            
            Sixth
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.10.4
            
            Seventh
                Amendment to Revolving Note by and among Marine Growth Ventures,
                Inc., its
                subsidiaries and Frank P. Crivello.31.1
            
            Certification
                of CEO Pursuant to 13a-14(a) under the Exchange 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




17