UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-K





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





For
the fiscal year ended December 31,
2008





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





Commission
file number: 001-34070





BOATATOPIA








Nevada
            
            20-8273426(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





2514
      Via De Pallon CircleHenderson,
      Nevada
            
            89074(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrant's
telephone number:      (702)
866-5835





Copies
of Communications to:


Stoecklein
Law Group


402
West Broadway


Suite
690


San
Diego, CA 92101


(619)
704-1310


Fax
(619) 704-1325





Securities
registered under Section 12(b) of the Act:  None





Securities
registered under Section 12(g) of the Act:





Common
Stock, $0.001 par value








Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈  No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes  ̈  No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   ̈













Indicate
by check mark whether the registrant a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a small reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "small
reporting company" in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   ̈ (Do not check if
      a smaller reporting company)
            Smaller
      reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes x


No
 ̈





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of June 30,
2008 (the last business day of the registrant's most recently completed second
fiscal quarter) was $45,000 based on a share value of $0.10; however subsequent
to the year ended December 31, 2008 the Company effectuated a 10:1 forward
split, which the amount shown above does not reflect this
transaction.





The
number of shares of Common Stock, $0.001 par value, outstanding on March 9, 2009
was 14,000,000 shares.











BOATATOPIA


FOR
THE FISCAL YEAR ENDED


DECEMBER
31, 2008





Index
to Report


on
Form 10-K








PART
      I
            PageItem
      1.
            Business
            2Item
      1A.
            Risk
      Factors
            14Item
      1B.
            Unresolved
      Staff Comments
            18Item
      2.
            Properties
            18Item
      3.
            Legal
      Proceedings
            18Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            18PART
      IIItem
      5.
            Market
      for Registrant's Common Equity and Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            18Item
      6.
            Selected
      Financial Data
            19Item
      7.
            Plan
      of Operation
            20Item
      7A.
            Quantitative
      and Qualitative Disclosures About Market Risk
            26Item
      8.
            Financial
      Statements and Supplementary Data
            26Item
      9.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
            26Item
      9A (T)
            Control
      and Procedures
            26Item
      9B.
            Other
      Information
            27PART
      IIIItem
      10.
            Directors,
      Executive Officers, Promoters and Corporate Governance
            27Item
      11.
            Executive
      Compensation
            31Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            32Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            33Item
      14
            Principal
      Accounting Fees and Services
            33PART
      IVItem
      15.
            Exhibits,
      Financial Statement Schedules
            34





FORWARD-LOOKING
STATEMENTS




This
document contains “forward-looking statements”.  All statements other
than statements of historical fact are “forward-looking statements” for purposes
of federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.





Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar
words.  These forward-looking statements present our estimates and
assumptions only as of the date of this report.  Accordingly, readers
are cautioned not to place undue reliance on forward-looking statements, which
speak only as of the dates on which they are made.  Except for our
ongoing securities laws, we do not intend, and undertake no obligation, to
update any forward-looking statement.  Additionally, the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 most likely
do not apply to our forward-looking statements as a result of being a penny
stock issuer.  You should, however, consult further disclosures we
make in future filings of our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.





Although
we believe the expectations reflected in any of our forward-looking statements
are reasonable, actual results could differ materially from those projected or
assumed in any of our forward-looking statements.  Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and
uncertainties.  The factors impacting these risks and uncertainties
include, but are not limited to:





·
            our
      current lack of working capital;


·
            inability
      to raise additional financing;


·
            the
      fact that our accounting policies and methods are fundamental to how we
      report our financial condition and results of operations, and they may
      require our management to make estimates about matters that are inherently
      uncertain;


·
            deterioration
      in general or regional economic
conditions;


·
            adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations;


·
            inability
      to efficiently manage our
operations;


·
            inability
      to achieve future sales levels or other operating results;
    and


·
            the
      unavailability of funds for capital
  expenditures.





For
a detailed description of these and other factors that could cause actual
results to differ materially from those expressed in any forward-looking
statement, please see “Item 1A. Risk Factors” in this document.





Throughout
this Annual Report references to “we”, “our”, “us”, “Boatatopia”, “the Company”,
and similar terms refer to Boatatopia.


1


AVAILABLE
INFORMATION





Any
annual, quarterly, special reports and other information filed with the SEC can
be inspected and copied at the public reference facility maintained by the SEC
at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information
regarding the public reference facilities may be obtained from the SEC by
telephoning 1-800-SEC-0330. The Company’s filings are also available through the
SEC’s Electronic Data Gathering Analysis and Retrieval System which is publicly
available through the SEC’s website (www.sec.gov). Copies of such materials may
also be obtained by mail from the public reference section of the SEC at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed
rates.





PART
I





ITEM
1.                      BUSINESS





General
Business Development





Boatatopia
is a development stage company incorporated in the State of Nevada in January of
2007. We were formed to engage in the business of marketing of boats and boating
products and services through our online website (www.Boatatopia.com),
in a format similar to classified advertising.  In February of 2008 we
completed our public offering wherein we raised $55,000 to be utilized to
commence our business operations.





Since
our inception on January 16, 2007 through December 31, 2008, we have not
generated any revenues and have incurred a net loss of $46,968. We anticipate
the commencement of generating revenues in the next twelve months, of which we
can provide no assurance. The capital raised in our offering was budgeted to
cover the costs associated with advertising on the internet to draw attention to
our website, costs associated with website enhancements, and covering various
filing fees and transfer agent fees to complete our early money raise through
our SB-2 offering. We believe that listing fees and small amounts of equity will
be sufficient to support the limited costs associated with our initial ongoing
operations for the next twelve months. There can be no assurance that the actual
expenses incurred will not materially exceed our estimates or that cash flows
from anticipated listing fees will be adequate to maintain our business. As a
result, our independent auditors have expressed substantial doubt about our
ability to continue as a going concern.





In
recent months as a result of the recent financial market meltdown, we attempted
to pursue an entirely different business plan through a merger with V2P
Communications, Inc., (“V2P”). We believed that the current negative market
impact on discretionary spending areas such as acquiring boating related
purchases would be an extremely difficult industry to develop our current
business plan. Therefore, we attempted to pursue other business opportunities,
such as the Merger with V2P, which had an established Internet related
advertising methodology. However, as a result of the recent inability of V2P to
complete the merger with us, we will continue to seek other ventures which may
be sustainable in the current economic crisis. Until we enter into a transaction
with another viable entity, we will continue to sustain ourselves through
continuing with our current attempt to build Boatatopia into an Internet Boat
Classified Marketplace in addition to a comprehensive consumer information
website. Our principal goal


2


has
been to earn revenues by uniting buyers and sellers of boats online. Unless we
pursue and establish ourselves with other business ventures in the near term,
which we intend to do, we anticipate it will be extremely difficult without
sufficient capital and a turnaround in the economy for us to generate revenues
during the next twelve months.  However, in our pursuit of our
original business plan we believe we must continue to do the following in hopes
of expanding our business and eventually being able to generate
revenues:





1.
Enhance our existing website –We believe that using the Internet for a boat classified marketplace and
consumer information facility will provide us a base for operating our company.
We registered the domain name www.Boatatopia.com,
and have developed a preliminary website, which is expected to be expanded to be
more comprehensive. Upon the completion of our direct public offering, we are
researching the most cost effective ways to enhance our website to effectuate
our business plan.





2.
Develop and implement a
marketing plan –Once we expand our presence on the Internet, through the
enhancement of our website, we intend to devote our efforts to developing and
implementing a plan to market our services to individuals and businesses. In
order to promote our company and attract customers, we may advertise via the
Internet in the form of banner ads, link sharing programs and search engine
placements.





3.
Develop and implement a
comprehensive consumer information website –In addition to providing a
consumer (buyers and sellers) and trade (dealers and manufacturers) a boat
classified marketplace, we are seeking to develop a consumer information
website. This consumer information website is intended to let shoppers research
the most detailed boat information including buying and selling tips, boat
reviews, boat pricing and safety information, finance, insurance and warranty
programs, as well as tools for comparing boats side by side.





Boatatopia
commenced listing boats in January of 2007, and as a result of its recent
commencement of business activities has limited start-up operations and
generated no revenues. Our operations, to date, have been devoted primarily to
startup and development activities.





On
December 29, 2008, we entered into a reverse triangular merger by and among
Boatatopia Sub Corp. (“BSC”), a wholly owned subsidiary of Boatatopia, and V2P
Communications, Inc., a Nevada corporation, the constituent entities, whereby we
agreed to issue 16,000,000 shares of restricted common stock in exchange for
100% of V2P’s outstanding common stock upon the closing of the
Merger.  Subject to the terms and conditions set forth in the Merger
Agreement, the Merger was anticipated to become effective on or about January
30, 2009; however, V2P was unable to meet the specified conditions of the Merger
Agreement.  Therefore, the Merger Agreement with V2P has been
terminated and no shares were issued.





Current
Business Operations





Online Boating
Website





We
are developing an online boat advertising platform to provide a method by which
buyers and sellers of boats, inclusive of banks and other entities handling
boating loan


3


foreclosures,
are brought together in an efficient format to browse, buy and sell boats to a
distinct and focused customer. The boat classified marketplace being developed
by us will be designed to give boat shoppers and sellers more control over the
entire process of buying and selling boats by providing detailed information to
make an informed buying or selling decision. Upon enhancement of our website,
Boatatopia intends to have a website which will be a fully automated, topically
arranged, intuitive, and easy-to-use service that supports a buying and selling
experience in which sellers list boats for sale and buyers provide offers on
boats in a fixed-price format.





One
stop at Boatatopia.com is intended to let shoppers of boats research online
before making the actual purchase. We are planning the expansion of our website,
and shopping experience to let shoppers research detailed boat information
including buying and selling tips, boat reviews, boat mechanical issues, boat
getaways, marinas, boat pricing and safety information, finance, insurance and
warranty programs, as well as tools for comparing boats side by side. Consumers
will be able to list a used boat on Boatatopia.com, making it available to a
potentially large online audience of boat buyers.  We intend our
website to allow consumers to effectively navigate a large database of used boat
listings in the United States, thereby optimizing their ability to find the boat
of their choice in their chosen geographic area.





We
intend to be an Internet destination and marketplace in the United States for
buyers and sellers of used boats and for consumers seeking information regarding
boating products and services, such as insurance, financing and warranties. We
intend to utilize the power of the Internet to aggregate in a single location an
extensive network of industry participants and a comprehensive database of
boating information on boats to create an open marketplace that is local,
regional and national in nature. By providing a digital marketplace, we will be
able, upon full implementation, to bring boating dealers, private sellers and
other industry participants, such as vendors of boating products and services
and national advertisers, together with purchase-minded consumers at the moment
when these consumers are directly engaged in a search for a used boat or boating
products and services.





Furthermore,
we intend to provide significant benefits to dealers, private sellers and other
industry participants by enabling them to advertise, interact and transact with
what we believe is a significant online consumer audience related to the used
boat market.





We
believe that our website, upon full implementation, will generate leads
(potential buyers requesting a phone number, directions or an e-mail address)
for dealers that allow them to precisely target purchasers of used boats in a
manner which is more effective than traditional media and provide lending
institutions a method by which they can effectively dispose of boating assets
received in foreclosures.





Our
business model is being built on multiple revenue streams from a verity of
industry participants interested in marketing their services to our consumer
audience. We anticipate generating our revenues primarily from fees for consumer
sales, dealer and consumer services. We also intend to generate revenues from
facilitating boating e-commerce transactions, and eventually, online used boat
auction-style trading services, similar to the auctions being pursued in the
real estate foreclosure markets, and national advertising.


4





Our
objective is to build and maintain a superior online marketplace for
facilitating transactions between buyers and sellers of boats. After developing
a position in the market for our service, our main thrust of our strategy is to
enhance our market position by growing our database of boat listings and
sellers, our database of information regarding the boat searching patterns of
buyers, our network of dealers and the audience of users of our
website.





Inefficiencies
of Traditional Used Boat Buying and Selling Methods





This
highly fragmented, intensely competitive distribution system has resulted in
high customer acquisition costs. Dealers operate in highly localized markets,
and the competition for consumers within these local markets has resulted in
increased advertising and marketing costs that continue to place downward
pressure on dealer profits. Traditional advertising and promotional methods are
typically able to reach only consumers in a limited local or regional geographic
area, thus confining the potential payback from advertising to a specific
localized audience. Traditional mass advertising media, such as newspapers,
radio or television, are also inefficient because they reach many consumers who
are not in the used boat market and they do not provide a means to target
advertising to consumers who are likely to purchase used boats based upon their
individual preferences and interests. Moreover, the costs associated with
traditional mass advertising typically rise every year, generally without
attendant increases in the size or precision of the audience
delivery.





For
the consumer, the process of buying and selling a used boat is generally viewed
as an inefficient process. Although the purchase of a boat is one of the larger
purchases made by most consumers, consumers historically have not had access in
a single, centralized location to the information needed to research and
evaluate boating purchasing decisions. In particular, many consumers express
dissatisfaction with the traditional sources of boat information, such as
newspaper classified advertisements or visits to a dealer, because these
individual sources contain only a small percentage of the total universe of
boats for sale in their local market. As a result, consumers must often make
significant purchasing decisions and compromises with limited and incomplete
information. At the time of a boat purchase, the consumer must also make
decisions on, and deal with multiple parties to arrange for, other products and
services such as financing, insurance and warranties, often with an insufficient
number of options and inadequate available information.





Industry
Background





Because
of the size and fragmented nature of the used boat industry and its reliance on
the exchange of information, the Internet provides an efficient platform for
dealers to aggregate and disseminate information to consumers as well as to
expose both consumers and dealers to an extensive range of buying and selling
opportunities. Compared with traditional media, the Internet provides
significant advantages to dealers and private sellers of used boats in that they
have the ability to target local buyers more cost-effectively, differentiate
their products and services more effectively and expand the size of their market
to reach potential consumers beyond their normal trading area.


5


We
believe that consumers are increasingly using the Internet when making purchase
decisions because of the inadequacy of available information from other sources
and the convenience of searching a database of aggregated information from the
privacy of their home or office. While the Internet substantially increases the
amount of information available for researching and evaluating boating
purchasing decisions and choices, this information is often not aggregated at a
central, organized source. To date, we believe that other boating-related
websites that have attempted to capitalize on this market opportunity have only
recently aggregated a broad and extensive participation of used boat dealers,
private sellers and other industry participants; however, with only a minimal
focus on the boat.





The
Boatatopia Solution





We
believe that by providing a marketplace on the Internet where buyers and sellers
of used boats and boating-related products and services can meet, negotiate and
control their purchase decisions, we intend to have significantly improved the
boat purchasing and selling process for both buyers and sellers. A powerful
Internet marketplace can provide dealers, private sellers, vendors of boating
products and services and national advertisers an effective environment for
reaching an economically and geographically diverse group of targeted consumers
(i.e. buyers or sellers of boats) who have expressed an interest in boating
information by logging onto our website. Our website is being enhanced to
provide consumers with a "one-stop" destination that incorporates all aspects of
commerce and content related to the process for purchasing and selling used
boats and boating products and services.





Principal Products and
Services





We
intend to offer consumers a "one-stop" shopping website with all of the
information and tools a consumer needs to cover each step of the used boat
shopping or selling process.





Our
proposed website will make the boat search, selection and listing process easy
by providing a searchable database of boat listings, a user-friendly online used
boat listing form and access to an auction-style website and a new boat website.
More specifically, we intend to provide consumers with the following
services:





·
            Searchable Used Boat
      Listings. Search our listings database by make, model, year, price
      and geographic location and obtain contact information such as e-mail
      addresses, telephone numbers and maps with
  directions.





·
            Searchable Online Boat
      Auction.Generate an online boat auction specifically for the banks
      to liquidate boats obtained via credit default
  obligations.





·
            "Sell a Boat" Service.
      List a used boat on our website at minimal cost by completing our online
      form





·
            Product Information and
      Consumer Tools.  Our website will help consumers select
      the right boat for them based upon their individual preferences, price
      parameters and financial condition. We intend to provide consumers with
      expert reviews and advice relating
      to the boating market. More specifically, we anticipate providing
      consumers with the following
services:


6




o
            Decision Guide.
      Complete a simple "Custom Search" question-and-answer form in our
      interactive decision guide to find out which boat best fits the consumer's
      desires, needs and budget.


o
            Boat Reviews and
      Comparisons. Review boating content materials from such leading
      content providers as Sea Magazine, Powerboat Magazine, Sailing Magazine,
      Yachting World, Go Boating, and Showboats International and Consumer's
      Digest to find boat reviews and buying and selling
  tips.


o
            Pricing Guides. Obtain
      used boat pricing information to learn what price the consumer should pay
      for a used boat or what price the consumer should ask for his or her used
      boat.





Additionally,
we intend to offer other industry participants the following services on our
website:




·
              E-Commerce.  We
      intend to provide boat transportation companies, finance companies,
      insurance companies, manufacturers and other vendors of boating products
      and services the ability to reach purchase-minded, or service minded
      consumers on our website in order to capture sales opportunities for which
      we receive commissions and advertising fees. More specifically, we intend
      to provide the following services:
 
 o
              Financing. Offer
      financing products and information. For example, we intend to establish
      financing alliances with lenders such as SunTrust Marine, Key Bank and
      BoatGuyz.com. We have not made contact with these product vendors at this
      time; however, have reviewed some of their boat loan
      parameters.
 
 o
              Insurance. Offer
      insurance product and information. For example, we intend to set up an
      alliance for insurance providers such as Progressive Boat Loans who can
      provide access to an agent in the consumer's area who can answer the
      consumer's insurance questions and United Marine Underwriters to provide
      direct insurance quotes. We have not made contacts with these insurance
      companies at this time.
 If
we are successful with our website, we intend to provide national and regional
industry participants, who sell aftermarket goods and services, with an
effective, efficient and accessible website on which to promote their products
and services.





Distribution Methods and
Marketing





Significant Benefits to
Dealers





If
we are able to structure our website the way we envision the website in our
business plan, then we believe we will provide significant benefits to dealers
such as:





·
            Online Consumer Audience of
      Boats.  We believe that by offering dealers an online
      consumer
      audience of used boat shoppers that our website will provide dealers with
      access to a much larger and more geographically diverse consumer base than
      they can find through traditional, locally-oriented advertising and
      distribution channels.


7





·
            Low Cost and Flexible
      Services.  We intend to provide dealer listings and
      advertisements in a cost-effective manner, frequently reducing the per
      boat costs associated with advertising a used boat. Our website is being
      designed so that basic used boat listings will be posted on our website
      without requiring binding contracts. Enhanced listings and other
      promotional products such as banner advertising will be able to be
      purchased for various fees, which depend on contract terms. We plan on
      developing a listing process and user-friendly software that will allow
      dealers to update their listings and make changes as often as they wish, a
      flexibility and convenience not found in traditional advertising dependent
      upon fixed publishing and advertising schedules. Dealers will be able to
      access their listings to make these changes 24 hours a day, seven days a
      week through a password-protected system, and these changes will be
      generally posted on our website within a few
  hours.





·
            Ability to Target Boat
      Purchasers.  We find the ability to target specific
      dealer listings and advertisements to users by geography and boat year,
      make, model and pricing will enable our website to match demand for and
      supply used boat information more efficiently than any traditional
      distribution channel. Upon our completion of acquiring a proprietary
      search engine and targeting, tracking and analysis software in the future,
      our website is anticipated to be able to display and monitor dealer
      listings and advertisements that are most likely to be of interest to a
      specific consumer based upon his or her search criteria and zip code. As a
      result, dealers may experience a level of marketing precision with
      Boatatopia that is unavailable through traditional newspaper, radio and
      television advertising.





·
            Wide Range of Listing and
      Advertising Products.  We are also planning on our
      website to have targeted listing and advertising products together with,
      customer-driven search tools and functionality to facilitate effective
      presentation and matching of a dealer's inventory and services with the
      desired features and criteria of prospective buyers. In addition to
      posting basic used boat listings on our website free of charge, dealers
      will be able to purchase a wide range of online listing and advertising
      products, including:


-
            enhanced
      listings, which provide a more prominent presentation of a dealer's boats
      similar to bold listings in the Yellow
Pages;


-
            inventory
      pages, which enable visitors to view a dealer's entire inventory of boats,
      one mouse click from any one of its boat listings on our
      website;


-
            website
      links, which enable visitors to our website to link through to the
      dealer's own website;


-
            website
      design and hosting, which provide dealers with their own prominently
      listed Internet address in the Boatatopia.com Dealer Directory for maximum
      exposure and a searchable used boat inventory
  database;


-
            banner
      advertising, which displays a dealer's advertisement on a Web page as it
      is being viewed by a potential buyer determined by search criteria,
      including geography and boat year, make, model and
  pricing.


8




·
            Access to Database of Consumer
      Buying Trends.  Based upon the design of the software we
      are reviewing, we will also be able to collect, filter and report to
      dealers usable information on the shopping habits of used boat purchasers
      in a dealer's region. Additionally, we would provide dealers with monthly
      usage tracking reports with information on the number of boats listed on
      our website by a dealer, the number of times a dealer's listings are
      presented on a search results page and the number of leads sent to a
      dealer to aid dealers in further targeting their product offerings in
      their markets.





·
            Open, Non-Exclusive
      Marketplace. Our business plan takes into account that we may act
      as a neutral intermediary that facilitates the interaction and exchange of
      information between dealers and potential used boat purchasers, rather
      than competing with the dealers directly by taking title to used boats and
      then selling the boats to users of our website. Dealers listing their
      boats on our website are not precluded from also listing their boats on
      other websites or through more traditional advertising methods. As a
      result, we will offer dealers a non-exclusive channel to target potential
      buyers without having to compete with us in the process. Furthermore,
      unlike many of our competitors, we would not compel dealers to follow
      specific marketing rules or policies such as "no haggle prices." By
      enabling all types of dealers and styles of selling to participate in our
      open marketplace, we would make it easy for dealers to include Boatatopia
      in their marketing mix.





Significant Benefits to
Consumers





·
            Flexible, Customer-Driven
      Search Process.  Our website is intended to employ a
      specialized search engine, which will allow consumers to quickly,
      conveniently and easily navigate through our listings of used boats to
      locate boats that match their specific search criteria, including
      variables such as make, model, price and geographic location. Once a
      consumer finds the desired boat, the consumer will be provided with the
      seller's contact information as well as links to a wide range of detailed
      information about the boat, including specifications, ratings, retail and
      trade-in values and review by boating experts. We are planning the website
      to also feature a decision guide software, which will help our users
      choose the boat that is right for them. By completing a simple "Custom
      Search" question-and-answer form, users will be guided to boats that match
      their desires and needs. In addition, the website would also enable
      consumers to review boating-related products and services easily from
      category to category (e.g. from insurance to finance) without needless
      backtracking. Moreover, the consumer data captured by our database would
      enable us to provide customized advertising messages to consumers that may
      be based, for example, on the category of boat inquiries they have
      made.





·
            Convenient and Efficient
      Shopping Experience. Our website, upon completion of enhancement,
      is intended to provide a "one-stop" shopping environment that can
      significantly enhance the ongoing relationship between sellers and buyers
      by allowing consumers to select used boats and obtain boating information
      conveniently in the privacy of their home or office. The website will also
      create a direct connection between the consumer and the relevant dealer or
      private seller by providing the consumer with contact
      information such as an e-mail address, telephone number and map with
      directions. Consumers will be able to obtain online access, at no charge,
      to the proposed comprehensive, up-to-date information on our website that
      they need to make an informed purchase decision. Information about boat
      models and options, dealer costs, safety information, used boat values and
      reviews and articles from such sources as Sea Magazine, Powerboat
      Magazine, Sailing Magazine, Yachting World, Go Boating, Showboats
      International and Robb Report will be collected in a centralized location,
      providing consumers with an objective, convenient and cost-effective means
      to make informed purchase
decisions.


9







·
            Availability of Boating
      Products and Services. Traditionally, consumers have been dependent
      on dealers and third-party vendors for boating products and services, such
      as boating delivery services, slip availability, financing, insurance,
      warranty, boating parts and repair services. Our website is intended to
      offer consumers convenient access to and online connectivity with a
      comprehensive range of these services. In addition, we are anticipating
      aftermarket service offerings in the areas of repairs and maintenance by
      offering links to providers of these services for boats within a
      consumer's chosen geographic area as well as third-party reviews and
      editorial content. By way of example, we believe that many boat purchases
      occur across state lines, requiring some form of delivery service. We
      anticipate establishing relationships with transportation firms to assist
      our customers in delivery of their newly purchased boat. We believe that
      providing a verity of service offerings in a single location improves a
      consumer's ability to make a boating purchase and to research and purchase
      other boating products and services at the same moment, enhancing a
      consumer's satisfaction with our
service.





·
            Private Seller
      Listings. We will also serve consumers by enabling them, as private
      sellers, to list their used boats for sale on our website at minimal
      charge. With this listing option, private sellers make their listings
      available to a potentially large and geographically diverse number of
      potential buyers. In addition, private sellers would benefit from the
      ability of our website to more effectively target consumers in their
      geographic area than more traditional
media.





Significant Benefits to
Other Industry Participants





·
            Vendors of Boating Products
      and Services. We anticipate providing vendors of boating products
      and services with access to a large and growing number of purchase-minded
      consumers who, in many instances, may require insurance, financing,
      warranties, a slip or mooring, or other storage area for their boat or
      other boating products and services. Consumers seeking boating information
      are also often interested in, or may be specifically researching,
      information regarding competitive providers for their current boating
      products and services. Vendors of boating products and services may be
      able to benefit from the ability of our database and software to direct
      their advertised products to a targeted consumer audience, which may
      provide them with a competitive advantage and an opportunity to increase
      their product sales.





·
            National Advertisers.
      By utilizing the wide range of targeted marketing offerings of Boatatopia,
      national advertisers may be able to gain exposure to a targeted group of
      boat purchase-minded consumers at the moment when these consumers are
      directly engaged in a search for information regarding boating products
      and services on our website. We intend to establish national advertising
      accounts with the boating industry, however at this time no such contact
      has been established.


10




Strategy





Our
objective is to build and maintain an online marketplace for facilitating
transactions between buyers and sellers of used boats. We intend to accomplish
our objective by offering products and services such as expanded advertising and
promotional opportunities, forms of enhanced listings, dealer website services,
additional finance, insurance and aftermarket services and inspection and
certification services, in addition to tracking where the boat shows are being
conducted. We also plan to enhance and expand the selection criteria of our
customer-driven search tools by allowing searches that include desired boat trim
levels, options and colors to pinpoint even more effectively the used boat of
the consumer's choice. We currently do not have the required software to provide
for the type of searches we anticipate; however, we have commenced the
evaluation process.





Additionally,
we intend to work with leading boating content providers to provide consumers
with product reviews and editorials, expert advice and comparisons and other
information. We intend to further integrate these content offerings with our
search and purchase functions by deploying new enhanced versions of our website
thereby further establishing ourselves as a comprehensive, independent
destination for boating information and encouraging repeat user visits.
Additionally, we intend to broaden the resources available to consumers by
developing relationships with other leading boating content
providers.





We
believe that building consumer and dealer awareness of the Boatatopia brand and
the products and services that we offer is critical to our effort to build an
Internet marketplace destination for used boat buying and selling and obtaining
information regarding boating products and services. We intend to focus our
consumer marketing efforts primarily on online advertising with selected high
traffic Internet portals and websites. Our strategy is to further increase our
brand awareness and website traffic through advertising efforts encompassing
online advertising methods and appearing at select trade shows for
boats.





Our
business model revolves around facilitating the interaction between buyers and
sellers of used boats and other boating-related products and services. By
combining an expansion of consumer traffic to our website with an expansion of
the size and information content of our listing database, we expect to continue
to experience rapid growth in the generation of leads for sellers and other
industry participants. Unlike many of our competitors, we are developing a
scalable business model characterized by multiple revenue streams, a significant
portion of which are recurring in nature:


-
            subscription
      and advertising fees from dealer
services;


-
            revenue
      from facilitating boating e-commerce transactions (such as financing,
      insurance, warranties and aftermarket
products);


-
            fees
      from our online used boat, auction-style trading services where we intend
      to utilize
      websites such as those operated by eBay;
  and


-
              fees
      from national advertising programs, promotions and
    services.


11




Technology / Intellectual
Property





In
order to operate our website, we will be required to have a scalable user
interface and transaction processing system that is designed around industry
standard architectures and externally developed non-proprietary software. The
system will be required to maintain operational data records regarding dealers,
used boat listings and leads generated by our listings and e-commerce partners.
The system will also be required to handle other aspects of the used boat
shopping process, including providing dealer contact information and submitting
insurance, warranty and finance inquiries, as well as other inquiries and
information, to various vendors.





The
system will be required to have the capability to provide dealers, advertisers
and vendors with online access to information relevant to their business. For
example, these vendors should be able to access a Boatatopia extranet
(Dealers.Boatatopia.com) to manage their used boat inventory by adding,
modifying or updating their listings, as well as uploading pictures of used
boats.





Our
operations will be required to provide website services 24 hours a day, seven
days a week with occasional short interruptions due to maintenance or system
problems, such as power failures or router failures. We will be required to have
two website hosting operations for redundancy and load distribution, with two
separate locations. Both of these hosting facilities will be required to be
state-of-the-art with multiple redundancies for power and network components.
Additionally, at each facility, our systems will be required to have redundant
units such as multiple Web servers and databases.  These systems are
expensive and cause us a capital outlay which we currently do not
have.





Competition and Market
Overview





Our
proposed boating e-commerce service offerings will, upon completion, compete
against a verity of Internet and offline boating companies. There are a number
of websites that offer boating products and services, some of which have
substantial used boat listings and shopping information. We will also face
competition indirectly from traditional offline stores that offer boating
products and services similar to those proposed to be on our
website.  In terms of the number of dealers, private sellers and used
boat shoppers, we do not anticipate an ability to create a competitive advantage
over other well established sites for some time in the future.





Each
of our used boat listing services, boating products and services and content
offerings competes against a verity of Internet and offline providers. Barriers
to entry on the Internet are relatively low; however, most other websites do not
currently offer our proposed unique blend of extensive used boat listings,
boating products and services and relevant content offerings. We anticipate
facing significant competition in the future from new websites that offer the
same emphasis on used boat listings and services and existing websites that
introduce competing services.





12


Boating Advertising
Media





Our
used boat listing services, when available, will compete against a number of
websites that offer both new and used boat listings and a number of websites
posting electronic classified ads. We will also be competing with traditional
media companies such as newspapers (which list used boats in print classified
advertisements and online databases), print magazines specializing in used boat
listings and television and radio stations. Many of these traditional media
competitors either alone or as part of a consortium have established or have
announced plans to establish online sites incorporating their classified
listings, (see Wall Street Journal Article of January 10, 2007 entitled,
“Newspapers Set to Jointly Sell Ads on Web Site”).





Content
Offerings





Our
content offerings will compete with both Internet and offline content providers.
There are a number of websites that provide similar content, such as
BoatTrader.com. In addition, print content providers such as magazines, books
and newspapers also provide similar content.





We
believe that the principal competitive factors in attracting dealers, private
sellers, boating vendors and advertisers should include:


-
            a
      large volume of website consumer
traffic;


-
            an
      awareness of brand and dealer
loyalty;


-
            the
      demographics of boat purchasing consumers;
and


-
            the
      cost effectiveness of advertising on a website, including the ability to
      target advertising to specific
audiences.





We
believe that the principal competitive factors in attracting consumers to our
website are:


-
            breadth
      and depth of used boat listings;


-
            brand
      awareness and loyalty;


-
            ease
      of use;


-
            website
      functionality, responsiveness and
information;


-
            a
      positive boat shopping experience for the consumer;
  and


-
            quality
      of content, other service offerings and customer
  service.





Upon
completion of our enhanced website, we will regard substantial elements of our
website and underlying technology as proprietary and attempt to protect them by
relying on trademark, service mark and trade secret laws, restrictions on
disclosure and transferring title and other methods. We currently do not have
any technology we consider proprietary, as we are currently in our development
stage.





Personnel





We
are a development stage company and during the majority of year ended December
31, 2008, we only had one part-time employee, Stephen N. Causey, who served as
an officer and sole director. We looked to Mr. Causey for his entrepreneurial
skills and talents and it is he who


13


provided
us our business plan.  During the year ended December 31, 2008, Mr.
Causey coordinated all of our business operations and provided the working
capital to cover our initial expenses.  Mr. Causey allocated his time
to our business in handling the general business affairs of our company such as
accounting issues, including review of materials presented to our auditors,
working with our counsel in preparation of filing our SB-2 registration
statement and SEC filings, and developing our business plan and overseeing the
technological aspects of our business, including the analysis of various
software companies capable of generating the type of software we
require.





Pursuant
to the terms of the Merger Agreement with V2P, the board of directors resigned
on December 31, 2008 and new members were appointed to the board of directors to
serve for one year terms and stand for election at the next annual meeting of
shareholders, or until their successors have been elected.  However,
as a result of the Merger Agreement being terminated, the new members of the
board resigned and Mr. Causey agreed to be reappointed as the sole officer and
director of Boatatopia.





In
the future, we plan to use consultants, attorneys, accountants, and technology
personnel, as necessary and do not plan to engage any additional full-time
employees in the near future other than those acquired with the anticipated
merger.  We believe the use of non-salaried personnel allows us to
expend our capital resources as a variable cost as opposed to a fixed cost of
operations. In other words, if we have insufficient revenues or cash available,
we are in a better position to only utilize those services required to generate
revenues as opposed to having salaried employees. We may hire marketing
employees based on the projected size of the market and the compensation
necessary to retain qualified sales employees; however, we do not intend to hire
these individuals within the next 12 months. A portion of any employee
compensation likely would include the right to acquire our stock, which would
dilute the ownership interest of holders of existing shares of our common
stock.





ITEM
1A.                   RISK
FACTORS





Risks Relating with Our
Business and Marketplace





We
are a development stage company organized in January 2007 and have recently
commenced operations, which makes an evaluation of us extremely difficult. At
this stage of our business operations, even with our good faith efforts, we may
never become profitable or generate any significant amount of revenues, thus
potential investors have a high probability of losing their
investment.





We
were incorporated in January of 2007 as a Nevada corporation. As a result of our
start-up operations we have; (i) generated no revenues, (ii) accumulated
deficits of $46,968 as of December 31, 2008, and (iii) we have incurred losses
of $33,846 for the fiscal year ended December 31, 2008.  During the
year ended December 31, 2008, we were focused on organizational and start-up
activities, business plan development, and website design. Although we have
established a website there is nothing at this time on which to base an
assumption that our business operations will prove to be successful or that we
will ever be able to operate profitably. Our future operating results will
depend on many factors, including our ability to raise


14


adequate
working capital, demand for our service, the level of our competition and our
ability to attract and maintain key management and employees.





Our
auditor’s report reflects the fact that without realization of additional
capital, it would be unlikely for us to continue as a going
concern.





Our
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. We have suffered losses from operations during
our operating history and our ability to continue as a going concern is
dependent upon obtaining future profitable operations.  Additionally,
our auditor’s report reflects that the ability of the Company to continue as a
going concern is dependent upon its ability to obtain additional sources of
capital or borrowings and, ultimately, the achievement of significant operating
revenues.  Although management believes that the proceeds from the
sale of securities, together with funds from operations, will be sufficient to
cover anticipated cash requirements, we will be required to seek additional
capital to fund future growth and expansion. No assurance can be given that such
financing will be available or, if available, that it will be on commercially
favorable terms. Moreover, favorable financing may be dilutive to
investors.





We
will need additional capital in the future to finance our operations, which we
may not be able to raise or it may only be available on terms unfavorable to us
or our stockholders, which may result in our inability to fund our working
capital requirements and harm our operational results.





We
believe that current cash on hand and the other sources of liquidity may not be
sufficient enough to fund our operations through fiscal 2009.  In that
event, we would need to raise additional funds to continue our
operations.





Additional
financing might not be available on terms favorable to us, or at all. If
adequate funds were not available or were not available on acceptable terms, our
ability to fund our operations, take advantage of unanticipated opportunities,
develop or enhance our business or otherwise respond to competitive pressures
would be significantly limited.





A
decline in discretionary consumer spending may adversely affect Boatatopia’s
industry, its operations, and ultimately its profitability.





Luxury products, such as boats and
recreational watercrafts, are discretionary purchases for
consumers.  Any reduction in consumer discretionary spending or
disposable income may affect the boating industry more significantly than other
industries.  Many economic factors outside of Boatatopia’s control
could affect consumer discretionary spending, including the financial markets,
consumer credit availability, prevailing interest rates, energy costs,
employment levels, salary levels, and tax rates.  Any reduction in
discretionary consumer spending could materially adversely affect Boatatopia’s
business and financial condition.





Recent
volatility in the marketplace as the result of credit availability and the
housing market decline may result in less individuals desiring to purchase new
boating products. At this


15


time
we are unsure as to the impact of this recent economic downturn on our new
venture. On one hand we believe individuals may be more apt to selling their
boats; however, on the other hand we are unsure as to the potential of obtaining
buyers capable of, or desirous of spending discretionary money. This could have
a substantial negative impact on a business such as ours, which in turn could
increase the risk of a loss of investment in our company. Such risk could cause
us to seek other methods of generating revenue, in business atmospheres which
are more conducive to non-discretionary spending. These ventures may or may not
be involved in our current business plan concepts.





Risks Relating To Our Common
Stock





If
we fail to remain current on our reporting requirements, we could be removed
from the OTC Bulletin Board, which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.





Companies
trading on the OTC Bulletin Board, such as us, generally must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13, in order to maintain price
quotation privileges on the OTC Bulletin Board. More specifically, FINRA has
enacted Rule 6530, which determines eligibility of issuers quoted on the OTC
Bulletin Board by requiring an issuer to be current in its filings with the
Commission. Pursuant to Rule 6530(e), if we file our reports late with the
Commission three times in a two-year period or our securities are removed from
the OTC Bulletin Board for failure to timely file twice in a two-year period,
then we will be ineligible for quotation on the OTC Bulletin Board. As a result,
the market liquidity for our securities could be severely adversely affected by
limiting the ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market.





Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





Since
our common stock is a penny stock, as defined in Rule 3a51-1 under the
Securities Exchange Act, it will be more difficult for investors to liquidate
their investment even if and when a market develops for the common stock. Until
the trading price of the common stock rises above $5.00 per share, if ever,
trading in the common stock is subject to the penny stock rules of the
Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules
require broker-dealers, before effecting transactions in any penny stock,
to:





·
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;


·
            Disclose
      certain price information about the
stock;


·
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;


·
            Send
      monthly statements to customers with market and price information about
      the penny stock; and


·
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.


16


Consequently, the penny
stock rules may restrict the ability or willingness of broker-dealers to sell
the common stock and may affect the ability of holders to sell their common
stock in the secondary market and the price at which such holders can sell any
such securities.These additional
procedures could also limit our ability to raise additional capital in the
future.





FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.





In
addition to the “penny stock” rules described above, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. The FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common stock, which may limit the ability to buy and sell our stock and have an
adverse effect on the market for our shares.





Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the
public.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
internal control over financial reporting is a process designed by, or under the
supervision of, the principal executive and principal financial officer and
effected by the board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of Boatatopia; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of Boatatopia are being made only in accordance with authorizations
of management and directors of Boatatopia, and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of Boatatopia’s assets that could have a material effect on
the financial statements.





During
the majority of the year ended December 31, 2008, we had one individual
performing the functions of all officers and directors. This individual caused
the development of our internal control procedures and is responsible for
monitoring and ensuring compliance with those procedures. As a result, our
internal controls may be inadequate or ineffective, which could cause our
financial reporting to be unreliable and lead to misinformation being
disseminated to the public. Investors relying upon this misinformation may make
an uninformed investment decision.


17


ITEM
1B.                   UNRESOLVED
STAFF COMMENTS





None.





ITEM
2.                      PROPERTIES





We
currently maintain an office at 2514 Via de Pallon Circle, Henderson, NV 89074.
We have no monthly rent, nor do we accrue any expense for monthly rent. Mr.
Causey, our sole officer and director provides us his home in which we conduct
business on our behalf. Mr. Causey does not receive any remuneration for the use
of this facility or time spent on behalf of us.





During
the year ended December 31, 2008, we did not require personnel other than Mr.
Causey to conduct our business. However, in the future we anticipate requiring
additional office space and additional personnel but it is unknown at this time
how much space or how many individuals will be required.





ITEM
3.                      LEGAL
PROCEEDINGS





From time to time, we may become
involved in various lawsuits and legal proceedings which arise in the ordinary
course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that
may harm our business. We are not presently a party to any material litigation,
nor to the knowledge of management is any litigation threatened against us,
which may materially affect us.





ITEM
4.                      SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS




Boatatopia
did not submit any matters to vote of its stockholders during the year ended
December 31, 2008.





PART
II




ITEM
5.                      MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
PURCHASE OF EQUITY SECURITIES




Market
Information





During
the year ended December 31, 2008, we filed for inclusion of our common stock on
the Over-the-Counter Bulletin Board and our Common Stock was approved for
trading on the OTC:BB under the symbol BTTA on June 24, 2008.  Since
being quoted on the OTC:BB, our common stock has not traded, which severely
limits our ability to locate accurate high and low bid prices for each quarter
within the last two fiscal years.





18


Holders
of Common Stock





As of March 9, 2009, we had
approximately 52 stockholders of record of the 14,000,000 shares
outstanding.





Dividends





The payment of dividends is subject to
the discretion of our Board of Directors and will depend, among other things,
upon our earnings, our capital requirements, our financial condition, and other
relevant factors.  By reason of our present financial status and our
contemplated financial requirements, we do not anticipate paying any dividends
upon our common stock in the foreseeable future.





We
did however, on January 21, 2009, approve a 10 for 1 forward split; however, we
currently do not intend to pay cash dividends in the foreseeable future on the
shares of common stock.  We intend to reinvest any earnings in the
development and expansion of our business. Any cash dividends in the future to
common stockholders will be payable when, as and if declared by our Board of
Directors, based upon the Board’s assessment of:




·
            our
      financial condition;


·
            earnings;


·
            need
      for funds;


·
            capital
      requirements;


·
            prior
      claims of preferred stock to the extent issued and  outstanding;
      and


·
            other
      factors, including any applicable
laws.




Therefore,
there can be no assurance that any dividends on the common stock will ever be
paid.





Securities
Authorized for Issuance under Equity Compensation Plans





We currently do not maintain any equity
compensation plans.





Recent
Sales of Unregistered Securities





We
have no recent sales of unregistered securities.





Issuer
Purchases of Equity Securities





The Company did not repurchase any of
its equity securities during the fourth quarter ended December 31,
2008.





ITEM
6.                      SELECTED
FINANCIAL DATA





Not applicable.


19


ITEM
7.                      PLAN
OF OPERATION





Background
Overview





Boatatopia
is a development stage company incorporated in the State of Nevada in January of
2007. We were formed to engage in the business of marketing boats and boating
products and services through our online website (www.Boatatopia.com.), in a
format similar to classified advertising. In January of 2007, we commenced our
planned principal operations, and therefore have no significant assets. In
February of 2008 we completed our public offering wherein we raised $55,000 to
be utilized to commence our business operations.





Since
our inception on January 16, 2007 through December 31, 2008, we have not
generated any revenues and have incurred a net loss of $46,968.  The
capital raised in our offering was budgeted to cover the costs associated with
advertising on the internet to draw attention to our website, costs associated
with website enhancements, and covering various filing fees and transfer agent
fees to complete our early money raise through our SB-2 offering. We believe
that listing fees and small amounts of equity will be sufficient to support the
limited costs associated with our initial ongoing
operations.   However, there can be no assurance that the actual
expenses incurred will not materially exceed our estimates or that cash flows
from listing fees will be adequate to maintain our business. As a result, our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern.





On
December 29, 2008, we entered into a reverse triangular merger with V2P, whereby
we agreed to issue 16,000,000 shares of restricted common stock in exchange for
100% of V2P’s outstanding common stock upon the closing of the
Merger.  The merger was estimated to close on or about January 30,
2009; however, V2P was unable to meet the specified conditions of the Merger
Agreement and the agreement was terminated.





Plan
of Operation





We
are developing an online boat advertising platform to provide a method by which
buyers and sellers of boats are brought together in an efficient format to
browse, buy and sell boats to a distinct and focused customer. The boat
classified marketplace being developed by us will be designed to give boat
shoppers and sellers more control over the entire process of buying and selling
boats by providing detailed information to make an informed buying or selling
decision. Upon completion of our website, Boatatopia is intended to have a
website which will be a fully automated, topically arranged, intuitive, and
easy-to-use service that supports a buying and selling experience in which
sellers list boats for sale and buyers provide offers on boats in a fixed-price
format. However, and alternatively, we have been, in light of the current
financial market instability, been seeking other ventures, which may provide us
opportunities which are more likely to provide us financial reward than a
business in selling advertising positions of discretionary
products.





Satisfaction of
our cash obligations for the next 12 months.Until we determine other
feasible business opportunities, our plan of operation will continue to: (i)
develop a business plan, and (ii) establish an operational website as soon as
practical. We have accomplished the goal of developing our business plan;
however, we are in the early stages of setting up an


20


operational
website capable of providing a method of advertising boats for sale, along with
merchandise and boat oriented services. In order to operate our website, we will
be required to have a scalable user interface and transaction processing system
that is designed around industry standard architectures and externally developed
non-proprietary software. The system will be required to maintain operational
data records regarding dealers, used boat listings and leads generated by our
listings and e-commerce partners.





Initially,
our plan for satisfying our cash requirements for the next twelve months was to
be through the funds from our offering (raised $55,000 in February 2008), third
party financing, and/or traditional bank financing. During the year ended
December 31, 2008, our officer and sole director, Mr. Causey continued his part
time work without compensation and agreed he would not receive any compensation
until such time as there were either sufficient funds from operations, or
alternatively, funds were available through private placements or another
offering in the future. We did not allocate any pay for Mr. Causey out of the
funds raised in our offering. If we do not receive any additional funds we could
continue in business for the next twelve months. However, we would not be in a
position to complete the website as set forth in our business plan, or provide
any significant advertisement for our customers, thus we would not anticipate
any significant revenues. Since our website is operational, we can conduct
business and earn revenues.





Since
inception, we have financed cash flow requirements through the issuance of
common stock for cash and services. As we continue to expand operational
activities, we may continue to experience net negative cash flows from
operations, pending receipt of revenues from our services, and will be required
to obtain additional financing to fund operations through common stock offerings
and debt borrowings, giving consideration to loans and working diligently to
move sales ahead to the extent necessary to provide working
capital.




We
anticipate incurring operating losses over the majority of the next twelve
months. Our lack of operating history makes predictions of future operating
results difficult to ascertain. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by companies in their
early stage of development. Such risks include, but are not limited to, an
evolving and unpredictable business model and the management of growth. To
address these risks we must, among other things, implement and successfully
execute our business and marketing strategy, continue to develop and upgrade
technology and products, respond to competitive developments, and continue to
attract, retain and motivate qualified personnel. There can be no assurance that
we will be successful in addressing such risks, and the failure to do so can
have a material adverse effect on our business prospects, financial condition
and results of operations.




As
a result of our cash requirements and our lack of revenues, we anticipate
continuing to issue stock in exchange for loans and/or equity financing, which
may have a substantial dilutive impact on our existing
stockholders.





Summary of any
product research and development that we will perform for the term of the
plan. We do not anticipate performing any significant product research
and development under our plan of operation. In lieu of product research and
development we anticipate


21


maintaining
control over our advertising, especially on the Internet, to assist us in
determining the allocation of our limited advertising dollars. Additionally, we
are researching the various software packages available which can be modified to
fit our needs.





Expected purchase
or sale of plant and significant equipment.We do not anticipate the
purchase or sale of any plant or significant equipment; as such items are not
required by us at this time or in the next 12 months.





Significant
changes in number of employees.During the year ended December 31, 2008,
the number of employees required to operate our business was one part time
individual.  Once we commence our advertising program, and word of
mouth advertising, our plan of operation anticipates our requiring additional
capital to hire at least one full time person.





Milestones:





As
a result of being a development stage company with minimal amounts of equity
capital initially available, we have set our goals in three stages: (1) goals
based upon the availability of our initial funding of $7,500, which was achieved
in 2007; (2) goals based upon our funding of $55,000, funding and goals were
implemented in 2008; and (3) goals based upon or funding additional equity
and/or debt in the approximate sum of $100,000 to $200,000, which we is
currently being sought out.





With
the infusion of capital from our direct public offering, we are implementing
Stage II of our Plan of Operation. We currently have insufficient capital to
commence any significant advertising campaign, or complete our website. Although
our website is currently operational and we are starting to place boat
advertisements, our Plan of Operation is premised upon having advertising
dollars available. We believe that the advertising dollars allocated in the
offering will assist us in generating revenues. We have suffered start up losses
and have a working capital deficiency which raises substantial concern regarding
our ability to continue as a going concern. We believe that the proceeds of our
offering will enable us to maintain our operations and working capital
requirements for at least the next twelve months, without taking into account
any internally generated funds from operations. As of February 2008, we
successfully raised $55,000 to comply with our business plan of operations for
the next twelve months based on our capital expenditure
requirements.





Even
though we have successfully completed our offering, we will require additional
funds to maintain and expand our operations in Stage III of our business plan.
These funds may be raised through equity financing, debt financing, or other
sources, which may result in further dilution in the equity ownership of our
stockholders. At this time we have no earmarked source for these funds.
Additionally, there is no guarantee that we will be able to locate additional
funds. In the event we are unable to locate additional funds, we will be unable
to generate revenues sufficient to operate our business as planned. For example,
if we receive less than $100,000 of the funds earmarked in Stage III, we would
be unable to significantly expand our advertising to levels under Stage III.
Alternatively we may not be able to cover legal and accounting fees required to
continue our operations. There is still no assurance that, even with the funds
from our offering, we will be able to maintain operations at a level sufficient
for an


22


investor
to obtain a return on their investment in our common stock. Further, we may
continue to be unprofitable.





Liquidity
and Capital Resources





Since
inception, we have financed our cash flow requirements through issuance of
common stock. As we expand our activities, we may, and most likely will,
continue to experience net negative cash flows from operations, pending receipt
of listing or some form of advertising revenues. Additionally we anticipate
obtaining additional financing to fund operations through common stock
offerings, to the extent available, or to obtain additional financing to the
extent necessary to augment our working capital.





As
of December 31, 2008, we continued to use equity sales and debt financing to
provide the capital we need to run our business.  In the future we
need to generate sufficient revenues from product sales in order to eliminate or
reduce the need to sell additional stock or obtain additional
loans.  There can be no assurance we will be successful in raising the
necessary funds to execute our business plan.





The
following table summarizes total current assets, total current liabilities and
working capital at December 31, 2008 compared to December 31, 2007.





December
      31, 2008
            
            
            December
      31, 2007
            
            
            Increase
      / (Decrease)$
            
            
            %Current
      Assets
            
            $
            21,825
            
            
            $
            4,378
            
            
            $
            17,447
            
            
            
            399
            %Current
      Liabilities
            
            $
            1,293
            
            
            $
            0
            
            
            $
            1,293
            
            
            
            --Working
      Capital (Deficit)
            
            $
            20,532
            
            
            $
            4,378
            
            
            $
            16,154
            
            
            
            369
            %





We
anticipate that we will incur operating losses in the next twelve months. Our
lack of operating history makes predictions of future operating results
difficult to ascertain. Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stage of development, particularly companies in new and rapidly evolving
markets. Such risks for us include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks, we must, among other things, obtain a customer base, implement and
successfully execute our business and marketing strategy, continually develop
and upgrade our website, provide national and regional industry participants
with an effective, efficient and accessible website on which to promote their
products and services through the Internet, respond to competitive developments,
and attract, retain and motivate qualified personnel. There can be no assurance
that we will be successful in addressing such risks, and the failure to do so
can have a material adverse effect on our business prospects, financial
condition and results of operations.





23


Off-Balance
Sheet Arrangements





We
do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.





Critical
Accounting Policies and Estimates





Revenue
Recognition





The
Company's revenues are anticipated to be derived from multiple sources. Dealer
services revenues are to be derived from a range of promotional services,
including banner advertising, inventory pages, tiles, enhanced listings and
links to the dealer's own Web site. Dealers will also be able to purchase a
stand-alone Web site with their own Internet address and searchable used boat
inventory for an initial non-refundable set-up fee plus a monthly maintenance
fee. Revenues from these services will be recognized ratably over the period in
which the service is provided. The set-up fees from dealer contracts will be
recognized ratably over the period in which the service is provided, generally a
year. Advertising revenues are anticipated to be generated from short-term
contracts in which the Company typically guarantees for a fixed fee a minimum
number of impressions, or times that an advertisement appears in pages viewed by
the users. These revenues are recognized ratably over the term of the agreement,
provided that the amount recognized does not exceed the amount that would be
recognized based upon actual impressions delivered. E-commerce revenues are
derived from boating vendors such as insurance, warranty and finance companies
and boating aftermarket retailers who will be able to market their services on
the Company's Web site or integrate their product with the Company's Web site.
Such revenues will generally be derived from specific traffic referrals or
transaction leads that originate on the Company's Web site and would be
recognized as such referrals and leads are directed to the vendor's
product.





Recent Accounting
Pronouncements





In March 2008, the FASB issued SFAS No.
161, "Disclosures about Derivative Instruments and Hedging Activities", an
amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and
non-derivative instruments that are designated and qualify as hedging
instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged
items accounted for under SFAS 133. SFAS 161 requires entities to provide
greater transparency through additional disclosures about how and why an entity
uses derivative instruments, how derivative instruments and related hedged items
are accounted for under SFAS 133 and its related interpretations, and how
derivative instruments and related hedged items affect an entity's financial
position, results of operations, and cash flows. SFAS 161 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2008.
The Company does not expect that the adoption of SFAS 161 will have a material
impact on its financial condition or results of operation.


24




In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS 162 will provide framework for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities.  SFAS 162 will be effective 60 days
following the Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. 
The Company does not expect the adoption of SFAS 162 will have a material impact
on its financial condition or results of operation.





In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.




In
April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  The Company does
not expect the adoption of FSP FAS 142-3 will have a material impact on its
financial condition or results of operation.




In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  The Company does not expect the adoption of EITF 03-6-1
will have a material impact on its financial condition or results of
operation.


25




ITEM
7A.  QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK





Not applicable.





ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA





See
Index to Financial Statements and Financial Statement Schedules appearing on
page F-1 through F-15 of this Form 10-K.




ITEM
9.                      CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




We
have had no disagreements with our independent auditors on accounting or
financial disclosures.





ITEM
9A
(T).             CONTROLS
AND PROCEDURES





Our
Chief Executive Officer and Principal Financial Officer, Stephen Causey,
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended)
as of the end of the period covered by this Report.  Based on that
evaluation, Mr. Causey concluded that our disclosure controls and procedures are
effective in timely alerting him to material information relating to us required
to be included in our periodic SEC filings and in ensuring that information
required to be disclosed by us in the reports that we file or submit under the
Act is accumulated and communicated to our management, including our principal
executive and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.





There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.





Management’s
Report on Internal Control Over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control, as is defined in the
Securities Exchange Act of 1934.  These internal controls are designed
to provide reasonable assurance that the reported financial information is
presented fairly, that disclosures are adequate and that the judgments inherent
in the preparation of financial statements are reasonable.  There are
inherent limitations in the effectiveness of any system of internal controls,
including the possibility of human error and overriding of
controls.  Consequently, an effective internal control system can only
provide reasonable, not absolute, assurance with respect to reporting financial
information.


26





Our
internal control over financial reporting includes policies and procedures that:
(i) pertain to maintaining records that in reasonable detail accurately and
fairly reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements in accordance with generally accepted accounting principles and the
receipts and expenditures of company assets are made and in accordance with our
management and directors authorization; and (iii) provide reasonable assurance
regarding the prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial
statements.





Our
internal control over financial reporting includes policies and procedures that:
(i) pertain to maintaining records that in reasonable detail accurately and
fairly reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements in accordance with generally accepted accounting principles and the
receipts and expenditures of company assets are made and in accordance with our
management and directors authorization; and (iii) provide reasonable assurance
regarding the prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial
statements.





Management
has undertaken an assessment of the effectiveness of our internal control over
financial reporting based on the framework and criteria established in the
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).  Based upon this
evaluation, management concluded that our internal control over financial
reporting was effective as of December 31, 2008.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to the temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.





ITEM
9B.                   OTHER
INFORMATION





None.





PART
III




ITEM
10.                    DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




During the year ended December 31, 2008
our sole member of our Board of Directors served without
compensation.  Additionally, the officers serve at the pleasure of the
Board of Directors.  During the year ended December 31, 2008, Mr.
Stephen N. Causey served as our President and Treasurer and sole director and
Ms. Gisela Stoecklein served as our Secretary.  However, pursuant to
the Merger agreement with V2P, Messrs. Deeb, Knox and Werner were appointed to
the Company’s Board of Directors and upon resignation of Mr. Causey and
Ms.


27


Stoecklein,
Mr. Deeb was appointed as the Company’s President and Treasurer while Mr. Knox
was appointed as the Company’s Secretary.  Subsequently and as a
result of the Merger Agreement being terminated, Mr. Causey was reappointed as
the sole officer and director.  Information as to these mentioned
directors and executive officers is as follows:





Name
            Age
            TitleStephen
      N. Causey
            61
            President,
      Treasurer, Director (1)
      (2)Gisela
      Stoecklein
            30
            Former
      Secretary (1)


(1)
            On
      January 1, 2009, Mr. Causey and Ms. Stoecklein submitted their
      resignations of their positions with the
  Company.


(2)
            Upon
      the Merger Agreement being terminated, Mr. Causey was reappointed as the
      Company’s President and Treasurer and Secretary.  Additionally,
      Mr. Causey was reappointed as the sole
director.





Duties,
Responsibilities and Experience





Stephen
N. Causey – President, Secretary/Treasurer and Director is currently the
President, Secretary/Treasurer, Director and founder of Boatatopia from January
16, 2007 to present.  Mr. Causey has owned boats throughout his
working career and is the founder of Boatatopia, combining both his boating
experience and advertising and marketing experience. Mr. Causey holds a B.A. in
English from Arizona State University. Primary responsibilities were new
ventures and company growth.





Election of Directors and
Officers.





Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.





Involvement
in Certain Legal Proceedings





No
Executive Officer or Director of the Corporation has been the subject of any
Order, Judgment, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him/her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.





No
Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires executive officers and directors, and persons who beneficially own more
than ten


28




percent
of an issuer's common stock, which has been registered under Section 12 of the
Exchange Act, to file initial reports of ownership and reports of changes in
ownership with the SEC. Executive officers, directors and
greater-than-ten-percent beneficial owners are required by SEC regulations to
furnish us with copies of all Section 16(a) forms they file. Based upon a review
of the copies of such forms furnished to us and written representations from our
executive officers and directors, we believe that as of December 31, 2008, they
were all current in their filings.





Code
of Ethics





A
code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:





(1)
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;


(2)
            Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that are filed with, or submitted to, the Commission and in
      other public communications made by an
issuer;


(3)
            Compliance
      with applicable governmental laws, rules and
  regulations;


(4)
            The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the code;
and


(5)
            Accountability
      for adherence to the code.





We
have not adopted a corporate code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.





Our
decision to not adopt such a code of ethics resulted from our having only one
officer operating as the management for the Company during the year ended
December 31, 2008. We believe that the limited interaction which occurs having
such a small management structure for the Company eliminates the current need
for such a code, in that violations of such a code would be reported to the
party generating the violation.  However, we anticipate that as we
expand our operations that we will adopt a code of ethics.





Corporate
Governance





Director
Independence





The
Board of Directors has concluded that Director, Stephen Causey is not
independent in accordance with the director independence standards of the
American Stock Exchange.





Nominating
Committee





We do not have a Nominating Committee
or Nominating Committee Charter.  During the year ended December 31,
2008, our sole Director performed some of the functions
associated


29


with
a Nominating Committee. We have elected not to have a Nominating Committee in
that we are a development stage company.





Director Nomination
Procedures





Nominees
for Directors are identified and suggested by the members of the Board or
management using their business networks. The Board has not retained any
executive search firms or other third parties to identify or evaluate director
candidates and does not intend to in the near future. In selecting a nominee for
director, the Board or management considers the following criteria:





1.
            whether
      the nominee has the personal attributes for successful service on the
      Board, such as demonstrated character and integrity; experience at a
      strategy/policy setting level; managerial experience dealing with complex
      problems; an ability to work effectively with others; and sufficient time
      to devote to the affairs of the
Company;


2.
            whether
      the nominee has been the chief executive officer or senior executive of a
      public company or a leader of a similar organization, including industry
      groups, universities or governmental
  organizations;


3.
            whether
      the nominee, by virtue of particular experience, technical expertise or
      specialized skills or contacts relevant to the Company’s current or future
      business, will add specific value as a Board member;
  and


4.
            whether
      there are any other factors related to the ability and willingness of a
      new nominee to serve, or an existing Board member to continue his
      service.





The
Board or management has not established any specific minimum qualifications that
a candidate for director must meet in order to be recommended for Board
membership. Rather, the Board or management will evaluate the mix of skills and
experience that the candidate offers, consider how a given candidate meets the
Board’s current expectations with respect to each such criterion and make a
determination regarding whether a candidate should be recommended to the
stockholders for election as a Director. During the year ended December 31,
2008, the Company received no recommendation for Directors from its
stockholders.





The
Company will consider for inclusion in its nominations of new Board of Directors
nominees proposed by stockholders who have held at least 1% of the outstanding
voting securities of the Company for at least one year. Board candidates
referred by such stockholders will be considered on the same basis as Board
candidates referred from other sources. Any stockholder who wishes to recommend
for the Company’s consideration a prospective nominee to serve on the Board of
Directors may do so by giving the candidate’s name and qualifications in writing
to the Company’s Secretary at the following address: 2514 Via de Pallon Circle,
Henderson, Nevada 89074.





Audit Committee and
Financial Expert





We
do not have an Audit Committee.  Our director performs some of the
same functions of an Audit Committee, such as: recommending a firm of
independent certified public accountants to audit the annual financial
statements; reviewing the independent auditors


30


independence,
the financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls.  The
Company does not currently have a written audit committee charter or similar
document.





We
have no financial expert.  We believe the cost related to retaining a
financial expert at this time is prohibitive.  Further, because of our
start-up operations, we believe the services of a financial expert are not
warranted.





Compensation
Committee





We
currently do not have a compensation committee of the board of
directors.  Until a formal committee is established our board of
directors will review all forms of compensation provided to our executive
officers, directors, consultants and employees, including stock
compensation.  The Board makes all compensation decisions for the
Executives and approves recommendation regarding equity awards to all elected
officers of Boatatopia. Decisions regarding the non-equity compensation of other
executive officers are made by the Board.





Stockholder
Communications





Any
stockholder communications to the Board should be forwarded to the attention of
the Corporate Counsel’s offices at 402 W Broadway, Suite 690, San Diego,
California, 92101. Our counsel will review any communication received from a
stockholder, and all material communications from stockholders will be forwarded
to the Chairman of the Board, the Board of Directors, or other individual
directors as appropriate.





ITEM
11.                    EXECUTIVE
COMPENSATION





Summary
Compensation





During the year ended December 31,
2008, Mr. Causey, our then Principal Executive Officer (PEO) did not received
any compensation, including plan or non-plan compensation.





Future
Compensation





Mr. Causey agreed to provide services
to us without compensation until such time as either we have earnings from our
revenue, if any, or when the $100,000 is raised in Stage III of our plan of
operation, at which time we will pay Mr. Causey a minimum salary of $25,000 per
year.





Director
Compensation





Additionally,
as a result of having limited resources we do not currently have an established
compensation package for board members.





31


Board
Committees





We
do not currently have any committees of the Board of Directors, as our Board
consisted of one member during the year ended December 31, 2008. Additionally,
due to the nature of our intended business, the Board of Directors does not
foresee a need for any committees in the foreseeable future.




ITEM
12.                    SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS


The
following table presents information, to the best of our knowledge, about the
beneficial ownership of our common stock on March 9, 2009 relating to the
beneficial ownership of our common stock by those persons known to beneficially
own more than 5% of our capital stock and by our directors and executive
officers. The percentage of beneficial ownership for the following table is
based on 14,000,000 shares of common stock outstanding.





Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and does not necessarily indicate beneficial ownership for
any other purpose. Under these rules, beneficial ownership includes those shares
of common stock over which the stockholder has sole or shared voting or
investment power. It also includes shares of common stock that the stockholder
has a right to acquire within 60 days after March 9, 2009 pursuant to options,
warrants, conversion privileges or other right. The percentage ownership of the
outstanding common stock, however, is based on the assumption, expressly
required by the rules of the Securities and Exchange Commission, that only the
person or entity whose ownership is being reported has converted options or
warrants into shares of our common stock.





Security
Ownership of Management





Name
      of Management (1)
            
            Number
      Of Shares (2)
            
            
            Percent
      Beneficially
              Owned
      (3)Stephen
      N. Causey, President, Secretary/Treasurer, Director (4)
            
            
            7,500,000
            
            
            
            54
            %Gisela
      Stoecklein, former Secretary (4)
            
            
            0
            
            
            
            0
            %All
      Directors and Officers as a Group
            
            
            7,500,000
            
            
            
            54
            %


(1)
            As
      used in this table, “beneficial ownership” means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or shared
      investment power with respect to Common Stock (i.e., the power to dispose
      of, or to direct the disposition of, a security).  The address
      for Management is the Company’s address: 2514 Via de Pallon Circle,
      Henderson, NV 89074


(2)
            Adjusted
      for the 10:1 forward split.


(3)
            Rounded
      to the nearest whole percentage.


(4)
            On
      January 1, 2009, Mr. Causey and Ms. Stoecklein submitted their
      resignations of their positions with the Company.  However,
      subsequent to the Merger Agreement being terminated, Mr. Causey was
      reappointed as the sole officer and
director.





32


Security
Ownership of Beneficial Owners





Name
      of Beneficial Owners (1)
            
            Number
      Of Shares (2)
            
            
            Percent
      Beneficially
              Owned
      (3)Jane
      Stoecklein
              205
      B 60th
      Street
              Virginia
      Beach, VA 23451
            
            
            1,000,000
            
            
            
            7
            %Stoecklein
      Law Group
              402
      W. Broadway
              Suite
      690
              San
      Diego, CA 92101
            
            
            1,000,000
            
            
            
            7
            %All
      Beneficial Owners as a Group
            
            
            2,000,000
            
            
            
            14
            %


(1)
            As
      used in this table, “beneficial ownership” means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or shared
      investment power with respect to Common Stock (i.e., thepower to dispose
      of, or to direct the disposition of, a
  security).


(2)
            Adjusted
      for 10:1 forward split.


(3)
            Rounded
      to the nearest whole percentage.





ITEM
13.                    CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPNDENCE





During
the year ended December 31, 2008, the Company utilized office space provided at
no cost from Mr. Causey, our officer and sole director. Office services are
provided without charge by the Company’s director. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected.





During
January of 2007, Mr. Causey received 7,500,000 shares of common stock, at a
price of $0.001 per share as a founder of Boatatopia. Mr. Causey is an officer,
sole director, stockholder, and promoter of Boatatopia and developed the website
and business plan. The proceeds from the sale of the shares to Mr. Causey,
$7,500, constituted the initial cash capitalization of the company.





ITEM
14.                    PRINCIPAL
ACCOUNTING FEES AND SERVICES





(1)
AUDIT FEES





The aggregate fees billed for
professional services rendered by Lawrence Scharfman & Co., CPA P.C., for
the audit of our annual financial statements and review of the financial
statements included in our Form 10-Q or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for fiscal years 2008 and 2007 were $5,500 and $1,750,
respectively.





(2)
AUDIT-RELATED FEES





The
aggregate fees billed by Lawrence Scharfman & Co., CPA P.C., for assurance
and related services by the principal accountant that are reasonably related to
the performance of the audit or review of the registrant’s financial statements
for the fiscal years 2008 and 2007 were $5,500 and $1,750,
respectively.


33




(3)
TAX FEES





The
aggregate fees billed by Lawrence Scharfman & Co., CPA P.C. for professional
services rendered by the principal accountant for the fiscal years 2008 and 2007
were $-0- and $-0-, respectively.





(4)
ALL OTHER FEES





There were no other fees to be billed
by Lawrence Scharfman & Co., CPA P.C. for the fiscal years 2008 and 2007
other than the fees described above.





(5)
AUDIT COMMITTEE POLICIES AND PROCEDURES





We
do not have an audit committee.





(6)
If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent
employees.





Not
applicable.





PART
IV





ITEM
15.                    EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





(a)





1.
            The
      financial statements listed in the "Index to Financial Statements" at page
      F-1 are filed as part of this
report.





2.
            Financial
      statement schedules are omitted because they are not applicable or the
      required information is shown in the financial statements or notes
      thereto.





3.
            Exhibits
      included or incorporated herein: See index to
  Exhibits.





(b)           Exhibits





Incorporated
      by referenceExhibit
              number
            Exhibit
      description
            Filed
              herewith
            Form
            Period
              ending
            Exhibit
            Filing
      date2.1
            Agreement
      and Plan of Merger between Boatatopia, Boatatopia Sub Corp., and
      Voice2Page Communications, Inc.
            
            8-K
            
            2.1
            12/30/083(i)(a)
            Articles
      of Incorporation of Boatatopia
            
            SB-2
            
            3(i)(a)
            2/14/073(i)(b)
            Certificate
      of Change Pursuant to Nevada Revised Statute 78.209
            
            8-K
            
            3(i)(b)
            2/10/083(i)(c)
            Certificate
      of Amendment to Articles of Incorporation
            
            8-K
            
            3(i)(c)
            2/10/083(ii)(a)
            Bylaws
      of Boatatopia
            
            SB-2
            
            3(ii)(a)
            2/14/074
            Instrument
      defining the rights of security holders:
              (a)Articles
      of Incorporation
              (b)Bylaws
              (c)Stock
      Certificate Specimen
            
            SB-2
            
            
            2/14/0710.1
            Subscription
      Agreement
            
            SB-2
            
            10.1
            2/14/0731
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act
            X32
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act
            X99
            V2P
      Termination Letter
            
            8-K
            
            99
            03/09/09





34


SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused the report to be signed on its behalf by the undersigned, thereunto duly
authorized.





BOATATOPIA








By:  /s/ Stephen
Causey


Stephen
Causey, President





Date:
March 25, 2009





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Signature
            Title
            Date/s/
      Stephen Causey
            President,
      Treasurer, Secretary Director
            March
      25, 2009Stephen
      Causey/s/
      Stephen Causey
            Principal
      Executive Officer
            March
      25, 2009Stephen
      Causey/s/
      Stephen Causey
            Principal
      Accounting Officer
            March
      25, 2009Stephen
      Causey


35


BOATATOPIA





INDEX
TO FINANCIAL STATEMENTS





FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007












PAGESREPORT OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            F-2BALANCE
      SHEETS
            F-3STATEMENT OF
      OPERATIONS
            F-4STATEMENT OF
      STOCKHOLDERS' EQUITY
            F-5STATEMENT OF
      CASH FLOWS
            F-6NOTES TO
      FINANCIAL STATEMENTS
            F-7










F-
1


Report of Independent
Registered Public Accounting Firm





Lawrence
Scharfman & Co., CPA P.C.


Certified
Public Accountants




18
      E. SUNRISE HIGHWAY, #203
            7104  CORNING
      CIRCLEFREEPORT,
      NY 11520
            BOYNTON
      BEACH, FL 33437TELEPHONE:
      (516) 771-5900
            TELEPHONE:
      (561) 733-0296FACSIMILE:
      (516) 771-2598
            FACSIMILE:
      (561) 740-0613




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors


Boatatopia


2514
Via De Pallon Circle


Henderson,
NV 89074





We
have audited the accompanying balance sheets of Boatatopia as
of  December 31, 2008 and 2007 and the related statements of
operations, stockholders equity and cash flows for the year ended December 31,
2008, for the inception period January 16, 2007 through December 31, 2007, and
inception period January 16, 2007 to December 31, 2008.





These
statements are the responsibility of Company's Management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. An audit include
examining, on a test basis , evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.





The
company has had difficulty in generating sufficient cash flow to meet its
obligations, and is dependent on management's ability to develop profitable
operations. These factors, among others may raise substantial doubt about their
ability to continue as a going concern.





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Boatatopia as of December 31, 2008
and 2007 and the related statements of operations, stockholders equity and cash
flows for the year ended December 31, 2008, inception period January 16, 2007
through December 31, 2007, and inception period January 16, 2007 to December 31,
2008 in conformity with generally accepted accounting principles.




/s/ Lawrence ScharfmanBoynton
      Beach Florida
            Lawrence Scharfman CPA


March
25, 2009











-
LICENSED IN FLORIDA & NEW YORK -








F-
2





BOATATOPIA(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSDecember
      31,2008
            
            
            2007ASSETSCurrent
      assets:Cash
            
            $
            9,790
            
            
            $
            4,378Prepaid
      expenses
            
            
            12,035
            
            
            
            -Total
      current assets
            
            
            21,825
            
            
            
            4,378Total
      assets
            
            $
            21,825
            
            
            $
            4,378LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
            
            
            1,293
            
            
            
            -Total
      current liabilities
            
            
            1,293
            
            
            
            -Stockholders'
      equity:Preferred
      stock, $0.001 par value, 10,000,000 sharesauthorized,
      no shares issued and outstandingas
      of December 31, 2008 and 2007, respectively
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value, 1,000,000,000 sharesauthorized,
      14,000,000 and 8,500,000 shares issued and outstandingas
      of December 31, 2008 and 2007, respectively
            
            
            14,000
            
            
            
            8,500Additional
      paid-in capital
            
            
            53,500
            
            
            
            9,000(Deficit)
      accumulated during development stage
            
            
            (46,968
            )
            
            
            (13,122
            )Total
      stockholders' equity
            
            
            20,532
            
            
            
            4,378Total
      liabilities and stockholders' equity
            
            $
            21,825
            
            
            $
            4,378





See
Accompanying Notes to Financial Statements





F-
3





BOATATOPIA(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFor
      the
            
            
            January
      16, 2007
            
            
            January
      16, 2007Year
      Ended
            
            
            (inception)
      to
            
            
            (inception)
      toDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2008
            
            
            2007
            
            
            2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expenses:General
      and administrative
            
            
            180
            
            
            
            122
            
            
            
            302License
      and filing fees
            
            
            7,186
            
            
            
            -
            
            
            
            7,186Professional
      fees
            
            
            26,535
            
            
            
            13,000
            
            
            
            39,535Total
      operating expenses
            
            
            33,901
            
            
            
            13,122
            
            
            
            47,023Net
      operating loss
            
            
            (33,901
            )
            
            
            (13,122
            )
            
            
            (47,023
            )Interest
      income
            
            
            55
            
            
            
            -
            
            
            
            55Loss
      before provision for income taxes
            
            
            (33,846
            )
            
            
            (13,122
            )
            
            
            (46,968
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (loss)
            
            $
            (33,846
            )
            
            $
            (13,122
            )
            
            $
            (46,968
            )Weighted
      average number of common sharesoutstanding
      - basic and fully diluted
            
            
            12,812,842
            
            
            
            8,457,140Net
      (loss) per share - basic and fully diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )





See
Accompanying Notes to Financial Statements





F-
4





BOATATOPIA(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF STOCKHOLDERS' EQUITYDeficitAccumulatedAdditional
            
            
            During
            
            
            TotalPreferred
      Shares
            
            
            Common
      Shares
            
            
            Paid-In
            
            
            Development
            
            
            Stockholders'Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            EquityIssuance
      of common stock for cash on organization of the Company
            
            
            -
            
            
            $
            -
            
            
            
            7,500,000
            
            
            $
            7,500
            
            
            $
            -
            
            
            $
            -
            
            
            $
            7,500Issuance
      of common stock for professional fees
            
            
            -
            
            
            
            -
            
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            9,000
            
            
            
            -
            
            
            
            10,000Net
      loss for the year ended December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (13,122
            )
            
            
            (13,122
            )Balance,
      December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            8,500,000
            
            
            
            8,500
            
            
            
            9,000
            
            
            
            (13,122
            )
            
            
            4,378Issuance
      of common stock for cash, net offering costs
            
            
            -
            
            
            
            -
            
            
            
            5,500,000
            
            
            
            5,500
            
            
            
            44,500
            
            
            
            -
            
            
            
            50,000Net
      loss for the year ended December 31, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (33,846
            )
            
            
            (33,846
            )Balance,
      December 31, 2008
            
            
            -
            
            
            $
            -
            
            
            
            14,000,000
            
            
            $
            14,000
            
            
            $
            53,500
            
            
            $
            (46,968
            )
            
            $
            20,532





See
Accompanying Notes to Financial Statements





F-
5


BOATATOPIA(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSFor
      the
            
            
            January
      16, 2007
            
            
            January
      16, 2007Year
      Ended
            
            
            (inception)
      to
            
            
            (inception)
      toDecember
      31,
            
            
            December
      31,
            
            
            December
      31,2008
            
            
            2007
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
            
            $
            (33,846
            )
            
            $
            (13,122
            )
            
            $
            (46,968
            )Adjustments
      to reconcile net (loss)to
      net cash used in operating activities:Shares
      issued for services
            
            
            -
            
            
            
            10,000
            
            
            
            10,000Changes
      in operating assets and liabilities:(Increase)
      in prepaid expenses
            
            
            (12,035
            )
            
            
            -
            
            
            
            (12,035
            )Increase
      in accounts payable
            
            
            1,293
            
            
            
            -
            
            
            
            1,293Net
      cash used in operating activities
            
            
            (44,588
            )
            
            
            (3,122
            )
            
            
            (47,710
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock, net of offering costs
            
            
            50,000
            
            
            
            7,500
            
            
            
            57,500Net
      cash provided by financing activities
            
            
            50,000
            
            
            
            7,500
            
            
            
            57,500NET
      CHANGE IN CASH
            
            
            5,412
            
            
            
            4,378
            
            
            
            9,790CASH
      AT BEGINNING OF YEAR
            
            
            4,378
            
            
            
            -
            
            
            
            -CASH
      AT END OF YEAR
            
            $
            9,790
            
            
            $
            4,378
            
            
            $
            9,790SUPPLEMENTAL
      INFORMATION:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-cash
      activities:Number
      of shares issued for services
            
            
            -
            
            
            
            1,000,000
            
            
            
            1,000,000





See
Accompanying Notes to Financial Statements





F-
6
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization


The
Company was incorporated on January 16, 2007 (Date of Inception) under the laws
of the State of Nevada, as Boatatopia. The Company developed its business plan
over the period commencing with January 16, 2007 and ending on December 31,
2008. In January of 2007, the Company created its initial website and posted the
website to the Internet.




The
Company has not commenced significant operations and, in accordance with SFAS
#7, the Company is considered a development stage company.




Nature of
operations


The
Company is a development stage entity and is developing an Internet destination
and marketplace in the United States for buyers and sellers of boats, boating
merchandise and for consumers seeking information regarding boating products and
services, such as insurance, financing and warranties. The Company intends to
utilize the power of the Internet to aggregate in a single location a network of
industry participants and a comprehensive database of boating information to
create an open marketplace that is local, regional and national in nature.
Because the Company commenced operations in January of this year, it currently
has only two listings. By providing a digital marketplace, the Company intends
to bring boating dealers, private sellers and other industry participants, such
as vendors of boating products and services and national advertisers, together
with purchase-minded consumers at the moment when these consumers are directly
engaged in a search for a used boat or boating products and
services.




The
Company’s business model is built on multiple revenue streams from a verity of
industry participants interested in marketing their services to its consumer
audience. The Company intends to generate revenues primarily from fees for
consumer and dealer services. In the future, it also intends to generate
revenues from facilitating boating electronic commerce ("e-commerce")
transactions, online used boat auction-style trading services and national
advertising.




Use of
estimates


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




Cash and cash
equivalents


For
the purpose of the statements of cash flows, all highly liquid investments with
an original maturity of three months or less are considered to be cash
equivalents. The carrying value of these investments approximates fair
value.


F-
7
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Revenue
Recognition


The
Company's revenues are anticipated to be derived from multiple sources. Dealer
services revenues are to be derived from a range of promotional services,
including banner advertising, inventory pages, tiles, enhanced listings and
links to the dealer's own Web site. Dealers will also be able to purchase a
stand-alone Web site with their own Internet address and searchable used boat
inventory for an initial non-refundable set-up fee plus a monthly maintenance
fee. Revenues from these services will be recognized ratably over the period in
which the service is provided. The set-up fees from dealer contracts will be
recognized ratably over the period in which the service is provided, generally a
year. Advertising revenues are anticipated to be generated from short-term
contracts in which the Company typically guarantees for a fixed fee a minimum
number of impressions, or times that an advertisement appears in pages viewed by
the users. These revenues are recognized ratably over the term of the agreement,
provided that the amount recognized does not exceed the amount that would be
recognized based upon actual impressions delivered. E-commerce revenues are
derived from boating vendors such as insurance, warranty and finance companies
and boating aftermarket retailers who will be able to market their services on
the Company's Web site or integrate their product with the Company's Web site.
Such revenues will generally be derived from specific traffic referrals or
transaction leads that originate on the Company's Web site and would be
recognized as such referrals and leads are directed to the vendor's
product.




Website Development
Costs


Web
site development costs for year ended December 31, 2007, were minimal, and were
covered by the Company’s founder, who received 7,500,000 shares of common stock
at a value of $0.001 or $7,500, which included the founders business plan,
business concept, and website. Effective January 2007, the Company adopted a
policy that any software-related costs of Websites will be capitalized in
accordance with AICPA Statement of Position No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use," and amortized over
their estimated useful life. Costs related to routine Web site maintenance are
expensed as incurred.




Advertising
Costs


Advertising
costs are anticipated to be expensed as incurred; however there were no
advertising costs included in general and administrative expenses as of December
31, 2008 and 2007.




Fair value of financial
instruments


Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31, 2008 and 2007.
The respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate carrying values for
cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.




F-
8
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS




NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




Stock-Based
Compensation


The
Company accounts for stock-based awards to employees in accordance with
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
Employees” and related interpretations and has adopted the
disclosure-only alternative of FAS No. 123R, “Accounting for Stock-Based
Compensation.” Options granted to consultants, independent
representatives and other non-employees are accounted for using the fair value
method as prescribed by FAS No. 123R.




Earnings per
share


The
Company follows Statement of Financial Accounting Standards No. 128. “Earnings
Per Share” (“SFAS No. 128”). Basic earning per common share (“EPS”) calculations
are determined by dividing net income by the weighted average number of shares
of common stock outstanding during the year. Diluted earning per common share
calculations are determined by dividing net income by the weighted average
number of common shares and dilutive common share equivalents outstanding.
During periods when common stock equivalents, if any, are anti-dilutive they are
not considered in the computation.




Income
taxes


The
Company follows Statement of Financial Accounting Standard No. 109, “Accounting
for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference
between the financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset or
liability is expected to be realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than not to be realized. Future changes in such valuation allowance are included
in the provision for deferred income taxes in the period of change.




Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate. Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.





F-
9
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Income taxes(Continued)





The
Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”) as of January 16,
2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized
in companies’ financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. As a result, the Company applies a
more-likely-than-not recognition threshold for all tax uncertainties. FIN 48
only allows the recognition of those tax benefits that have a greater than fifty
percent likelihood of being sustained upon examination by the taxing
authorities. As a result of implementing FIN 48, the Company reviewed its tax
positions and determined there were no outstanding, or retroactive tax positions
with less than a 50% likelihood of being sustained upon examination by the
taxing authorities, therefore the implementation of this standard has not had a
material affect on the Company.





The
Company does not anticipate any significant changes to its total unrecognized
tax benefits within the next 12 months.





The
Company classifies tax-related penalties and net interest as income tax expense.
As of December 31, 2008 and 2007, no income tax expense has been
incurred.





Recent
pronouncements





FAS 161


In
March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161
requires entities to provide greater transparency through additional disclosures
about how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial position, results of operations, and cash flows.
SFAS 161 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2008. The Company does not expect that the adoption of
SFAS 161 will have a material impact on its financial condition or results of
operation.


F-
10
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent pronouncements
(continued)





FAS
162


In
May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS 162 will provide framework for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with U.S. generally accepted accounting principles
(GAAP) for nongovernmental entities.  SFAS 162 will be effective 60 days
following the Securities and Exchange Commission’s approval of the Public
Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. 
The Company does not expect the adoption of SFAS 162 will have a material impact
on its financial condition or results of operation.




FAS 163


In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts – an interpretation of FASB Statement No. 60.”  SFAS
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008. 
The Company does not expect the adoption of SFAS 163 will have a material impact
on its financial condition or results of operation.





FSP FAS
142-3


In
April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  The Company does
not expect the adoption of FSP FAS 142-3 will have a material impact on its
financial condition or results of operation.


F-
11
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent pronouncements
(continued)





EITF
03-6-1


In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  The Company does not expect the adoption of EITF 03-6-1
will have a material impact on its financial condition or results of
operation.





NOTE
2 – GOING CONCERN




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the recoverability of
assets and the satisfaction of liabilities in the normal course of business. As
noted above, the Company is in the development stage and, accordingly, has not
yet generated revenues from operations. Since its inception, the Company has
been engaged substantially in financing activities and developing its business
plan, setting up its internet website, and incurring start up costs and
expenses. As a result, the Company incurred accumulated net losses from January
16, 2007, (inception) through the period ended December 31, 2008 of ($46,968).
In addition, the Company’s development activities since inception have been
financially sustained through equity financing.




The
ability of the Company to continue as a going concern is dependent upon its
ability to raise additional capital from the sale of common stock and,
ultimately, the achievement of significant operating revenues. The accompanying
financial statements do not include any adjustments that might be required
should the Company be unable to recover the value of its assets or satisfy its
liabilities.





NOTE
3 – PREPAID EXPENSES





As
of December 31, 2008 and 2007, the Company had $12,035 and $0 in prepaid
expenses, respectively.  The prepaid expenses relate to legal and
accounting fees which will be amortized as the services are
rendered.





NOTE
4 – INCOME TAXES





At
December 31, 2008 and 2007, the Company had a federal operating loss
carryforward of $33,846 and $3,122, which begins to expire in 2027.





The
provision for income taxes consisted of the following components for the years
ended December 31, 2008 and 2007:


F-
12
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS





2008
            
            
            2007Current:Federal
            
            $
            -
            
            
            $
            -State
            
            
            -
            
            
            
            -Deferred
            
            
            -
            
            
            
            -$
            -
            
            
            $
            -





Components
of net deferred tax assets, including a valuation allowance, are as follows at
December 31, 2008 and 2007:





2008
            
            
            2007Deferred
      tax assets:Net
      operating loss carryforward
            
            $
            11,846
            
            
            $
            1,093Total
      deferred tax assets
            
            
            11,846
            
            
            
            1,093Less:
      Valuation allowance
            
            
            (11,846
            )
            
            
            (1,093
            )Net
      deferred tax assets
            
            $
            -
            
            
            $
            -





The
valuation allowance for deferred tax assets as of December 31, 2008 and 2007 was
$11,846 and $1,093, respectively.  In assessing the recovery of the
deferred tax assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible.  Management considers
the scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment.  As a
result, management determined it was more likely than not the deferred tax
assets would not be realized as of December 31, 2008 and 2007 and maintained a
full valuation allowance.





Reconciliation
between the statutory rate and the effective tax rate is as follows at December
31, 2008 and 2007:





2008
            
            
            2007Federal
      statutory rate
            
            
            (35.0
            )%
            
            
            (35.0
            )%State
      taxes, net of federal benefit
            
            
            (0.00
            )%
            
            
            (0.00
            )%Change
      in valuation allowance
            
            
            35.0
            %
            
            
            35.0
            %Effective
      tax rate
            
            
            0.0
            %
            
            
            0.0
            %





F-
13
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
5 – STOCKHOLDERS EQUITY





The
Company is authorized to issue 10,000,000 shares of it $0.001 par value
preferred stock and 1,000,000,000 shares of its $0.001 par value common
stock.  On February 2, 2009, the Company effected a 10-for-1 forward
stock split of its $0.001 par value common stock.





All
share and per share amounts have been retroactively restated to reflect the
splits discussed above.





Common
Stock




In
January 2007, the Company issued an officer of the Company 7,500,000 shares of
its $0.001 par value common stock at a price of $0.001 per share for a total
amount raised of $7,500 in exchange for the founding officer's business plan,
business concept, and Website.




On
January 31, 2007, the Company issued 500,000 shares of its common stock toward
legal fees at a value of $0.01 per share.




On
January 31, 2007, the Company issued 500,000 shares of its common stock toward
accounting fees at a value of $0.01 per share.





On
March 20, 2008, the Company issued a total of 5,500,000 shares of its common
stock for cash at a price of $0.01 per share for a total amount raised of
$50,000, net offering costs totaling $5,000.




As
of December 31, 2008, there have been no other issuances of common
stock.





NOTE
6 – WARRANTS AND OPTIONS





As
of December 31, 2008, there were no warrants or options outstanding to acquire
any additional shares of common stock.





NOTE
7 – RELATED PARTY TRANSACTIONS





In
January 2007, the Company issued an officer of the Company 7,500,000 shares of
its $0.001 par value common stock at a price of $0.001 per share for a total
amount raised of $7,500 in exchange for the founding officer's business plan,
business concept, and website.


F-
14
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS





NOTE
8 – AGREEMENTS





On
December 29, 2008, the Company entered into a reverse triangular merger by and
among Boatatopia Sub Corp. (“BSC”), a wholly owned subsidiary of the Company,
and V2P Communications, Inc., a Nevada corporation (“V2P”), the constituent
entities, whereby the Company intended to issue 16,000,000 shares of its 144
restricted common stock in exchange for 100% of V2P’s outstanding common stock.
Pursuant to the terms of the merger, V2P was to be merged with BSC wherein BSC
would cease to exist and V2P was to become a wholly owned subsidiary of the
Company.  Subject to the terms and conditions set forth in the Merger
Agreement, the Merger was anticipated to become effective on January 30, 2009,
as set forth in the Merger Certificate (the time at which the Merger becomes
effective shall be referred to herein as the “Effective Time”).





Pursuant
to the terms of the Merger Agreement, the board of directors of the Company, was
to resign and appoint new directors of the Company to serve until the next
annual meeting of shareholders, or until successors have been
elected.





The
Merger Agreement contained normal conditions to closing including the audited
financial statements of V2P presented to the Company.





Additionally,
the Merger Agreement sets forth conditions that the Company complete a 10:1
forward split and cancel 7,500,000 post split affiliate shares, leaving a
balance of 22,500,000 post split shares issued and outstanding. The Company
intended to conduct a private placement of 4,375,000 shares of common stock,
which would provide for 26,875,000 shares to be issued and outstanding post
Merger, post Forward Split, and post new issuance.





However,
V2P was unable to meet the specified conditions of the Merger
Agreement.  Therefore, the Merger Agreement with V2P has been
terminated and no shares were issued.





NOTE
9 – SUBSEQUENT EVENTS





On
January 22, 2009, the Company amended its articles of incorporation to increase
the authorized capital from 100,000,000 common shares to 1,000,000,000 common
shares.  Additionally, the Company’s board of directors approved a
10:1 forward stock with a record date of February 2, 2009.





F-
15