UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q





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





For the
quarterly period ended September 30,
2008





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





Commission
file number 001-34070





BOATATOPIA


(Exact
name of registrant as specified in its charter)





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





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





(702)
866-5835


(Registrant’s
telephone number, including area code)





Copies of
Communications to:


Stoecklein
Law Group


Emerald
Plaza


402 West
Broadway


Suite
690


San
Diego, CA 92101


(619)
704-1310


Fax (619)
704-0556





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 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 Exchange Act).


Yes x   No
 ̈





The
number of shares of Common Stock, $0.001 par value, outstanding on November 11,
2008, was 1,400,000 shares.














PART
I -- FINANCIAL INFORMATION





Item
1. Financial Statements.





BOATATOPIA(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEET(UNAUDITED)September
      30,2008ASSETSCurrent
      assets:Cash
            
            $
            27,454Total
      current assets
            
            
            27,454Total
      assets
            
            $
            27,454LIABILITIES
      AND STOCKHOLDERS' EQUITYStockholders'
      equity:Preferred
      stock, $0.001 par value, 10,000,000 sharesauthorized,
      no shares issued and outstanding
            
            
            -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      1,400,000 shares issued and outstanding
            
            
            1,400Additional
      paid-in capital
            
            
            66,100(Deficit)
      accumulated during development stage
            
            
            (40,046
            )Total
      stockholders' equity
            
            
            27,454Total
      liabilities and stockholders' equity
            
            $
            27,454See
      Accompanying Notes to Financial Statements.


2





BOATATOPIA(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS(UNAUDITED)For
      theNine
      Months
            
            
            January
      16, 2007
            
            
            January
      16, 2007For
      the three months ended
            
            
            Ended
            
            
            (inception)
      to
            
            
            (inception)
      toSeptember
      30, 2008
            
            
            September
      30, 2007
            
            
            September
      30, 2008
            
            
            September
      30, 2007
            
            
            September
      30, 2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expenses:General
      and administrative
            
            
            21
            
            
            
            30
            
            
            
            161
            
            
            
            122
            
            
            
            283License
      and filing fees
            
            
            -
            
            
            
            -
            
            
            
            7,186
            
            
            
            -
            
            
            
            7,186Professional
      fees
            
            
            13,312
            
            
            
            3,000
            
            
            
            19,627
            
            
            
            13,000
            
            
            
            32,627Total
      operating expenses
            
            
            13,333
            
            
            
            3,030
            
            
            
            26,974
            
            
            
            13,122
            
            
            
            40,096Net
      operating loss
            
            
            (13,333
            )
            
            
            (3,030
            )
            
            
            (26,974
            )
            
            
            (13,122
            )
            
            
            (40,096
            )Interest
      income
            
            
            9
            
            
            
            -
            
            
            
            50
            
            
            
            -
            
            
            
            50Net
      (loss)
            
            $
            (13,324
            )
            
            $
            (3,030
            )
            
            $
            (26,924
            )
            
            $
            (13,122
            )
            
            $
            (40,046
            )Weighted
      average number of common sharesoutstanding
      - basic and fully diluted
            
            
            1,400,000
            
            
            
            850,000
            
            
            
            1,241,423
            
            
            
            844,186Net
      (loss) per share - basic and fully diluted
            
            $
            (0.01
            )
            
            $
            (0.00
            )
            
            $
            (0.02
            )
            
            $
            (0.02
            )See
      Accompanying Notes to Financial Statements.





3


BOATATOPIA(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS(UNAUDITED)For
      theNine
      Months
            
            
            January
      16, 2007
            
            
            January
      16, 2007Ended
            
            
            (inception)
      to
            
            
            (inception)
      toSeptember
      30, 2008
            
            
            September
      30, 2007
            
            
            September
      30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
            
            $
            (26,924
            )
            
            $
            (13,122
            )
            
            $
            (40,046
            )Adjustments
      to reconcile net (loss)to
      net cash used in operating activities:Shares
      issued for services
            
            
            -
            
            
            
            10,000
            
            
            
            10,000Net
      cash used in operating activities
            
            
            (26,924
            )
            
            
            (3,122
            )
            
            
            (30,046
            )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
            
            
            23,076
            
            
            
            4,378
            
            
            
            27,454CASH
      AT BEGINNING OF YEAR
            
            
            4,378
            
            
            
            -
            
            
            
            -CASH
      AT END OF YEAR
            
            $
            27,454
            
            
            $
            4,378
            
            
            $
            27,454SUPPLEMENTAL
      INFORMATION:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-cash
      activities:Number
      of shares issued for services
            
            
            -
            
            
            
            100,000
            
            
            
            100,000See
      Accompanying Notes to Consolidated Financial Statements.








4
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
1 – BASIS OF PRESENTATION




The
condensed interim financial statements included herein, presented in accordance
with United States generally accepted accounting principles and stated in US
dollars, have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.




These
statements reflect all adjustments, consisting of normal recurring adjustments,
which in the opinion of management, are necessary for fair presentation of the
information contained therein. It is suggested that these condensed interim
financial statements be read in conjunction with the financial statements of the
Company for the period January 16, 2007, (inception) through December 31, 2007
and notes thereto included in the Company’s 10-K and 10-K/A filed on March 31,
2008 and May 29, 2008, respectively. The Company follows the same accounting
policies in the preparation of interim reports.




Results
of operations for the interim period are not indicative of annual
results.




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 September 30, 2008 of ($40,046).
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.




5
 BOATATOPIA
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS


NOTE
3 – RECENT ACCOUNTING PRONOUCEMENTS





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.





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.





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


NOTE
4 – STOCKHOLDERS EQUITY




The
Company is authorized to issue 10,000,000 shares of it $0.001 par value
preferred stock and 100,000,000 shares of its $0.001 par value common
stock.





Common
Stock




In
January 2007, the Company issued an officer of the Company 750,000 shares of its
$0.001 par value common stock at a price of $0.01 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 50,000 shares of its common stock toward
legal fees at a value of $0.10 per share.




On
January 31, 2007, the Company issued 50,000 shares of its common stock toward
accounting fees at a value of $0.10 per share.





On March
20, 2008, the Company issued a total of 550,000 shares of its common stock for
cash at a price of $0.10 per share for a total amount raised of $50,000, net
offering costs totaling $5,000.




As of
September 30, 2008, there have been no other issuances of common
stock.





NOTE
5 – RELATED PARTY TRANSACTIONS





In
January 2007, the Company issued an officer of the Company 750,000 shares of its
$0.001 par value common stock at a price of $0.01 per share for a total amount
raised of $7,500 in exchange for the founding officer's business plan, business
concept, and website.








7


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.  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 that 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;


·
            changes
      in U.S. GAAP or in the legal, regulatory and legislative environments in
      the markets in which we operate;


·
            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 and in our Annual Report on
Form 10-K for the year ended December 31, 2007.


8


Item
2. Plan of Operation.





References in the following discussion
and throughout this quarterly report to “we”, “our”, “us”, “the Company”, and
similar terms refer to Boatatopia unless otherwise expressly stated or the
context otherwise requires.





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 September 30, 2008, we have not generated
any revenues and have incurred a net loss of $40,046. 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 has been 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 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.





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.


9


Satisfaction of
our cash obligations for the next 12 months.Our plan of operation has
provided for us 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 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.





Our plan
for satisfying our cash requirements for the next twelve months is through the
funds from our offering (raised $55,000 in February 2008), third party
financing, and/or traditional bank financing. Our sole officer and director, Mr.
Causey has agreed to continue his part time work until such time as there are
either sufficient funds from operations, or alternatively, that funds are
available through private placements or another offering in the future. We have
not allocated any pay for Mr. Causey out of the funds raised in our offering. If
we were to 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.





10


Going
Concern




The
consolidated financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of Boatatopia as a going concern. Boatatopia may not have a
sufficient amount of cash required to pay all of the costs associated with
operating and marketing of its services. Management intends to use borrowings
and security sales to mitigate the effects of cash flow deficits, however no
assurance can be given that debt or equity financing, if and when required, will
be available. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets and classification
of liabilities that might be necessary should Boatatopia be unable to continue
existence.





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 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.The number of employees required to
operate our business is currently one part time individual. Once we commence our
advertising program, and word of mouth advertising, and at the end of the
initial twelve month period, 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 (achieved); (2)
goals based upon our funding of $55,000 (achieved and goals being implemented);
and (3) goals based upon or funding additional equity and/or debt in the
approximate sum of $100,000 to $200,000 (currently seeking other
financing).





11


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. We have 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 be required to reduce the payments of salary to our
President and 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
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
September 30, 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.





12


The
following table summarizes total current assets, total current liabilities and
working capital at September 30, 2008 compared to December 31,
2007.





September
      30,
              2008
            December
      31,
              2007
            Increase
      / (Decrease)$
            %Current
      Assets
            $27,454
            $4,378
            $23,076
            527%Current
      Liabilities
            $-
            $-
            $-
            -Working
      Capital (deficit)
            $27,454
            $4,378
            $23,076
            527%





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.





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.





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





13


Item
4T. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
specified time periods.  As of the end of the period covered by this
report, Stephen N. Causey, our Chief Executive Officer and Principal Accounting
Officer evaluated the effectiveness of our disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15. Based on the evaluation, which disclosed
no significant deficiencies or material weaknesses, Mr. Causey, our Chief
Executive Officer and Principal Accounting Officer concluded that our disclosure
controls and procedures are effective in timely alerting him to material
information 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 officer and principal accounting officer, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.





Changes
in Internal Control Over Financial Reporting





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.





PART
II--OTHER INFORMATION





Item
1.                            
Legal Proceedings.





We are not a party to any material
legal proceedings.





Item
1A. Risk Factors.





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. Our
auditor’s have substantial doubt about our ability to continue as a going
concern. Additionally, our auditor’s report reflects the fact 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. If we are unable to continue as a
going concern, you will lose your investment.




14


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 $13,122 as of December 31, 2007 and $40,046 as of September 30,
2008, and (iii) we have incurred losses of $13,122 for the fiscal year ended
December 31, 2007 and $13,324 for the three months ended September 30, 2008, and
have been focused on organizational and start-up activities, business plan
development, and website design since we incorporated. 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 adequate working capital,
demand for our service, the level of our competition and our ability to attract
and maintain key management and employees. 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. If we are
unable to continue as a going concern, you will lose your investment. You should
not invest in this offering unless you can afford to lose your entire
investment.





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 2008.  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.





Recent
volatility in the marketplace as the result of credit availability and the
recent subprime meltdown may result in less individuals desiring to purchase new
boating products. At this 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.





15


Risks Relating To Our Common
Stock





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.





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, the Financial Industry
Regulatory Authority (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, the 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 your ability to buy and sell our stock and have an
adverse effect on the market for our shares.





16


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.





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.





We have
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
2. Unregistered Sales of Equity Securities and Use of Proceeds.





We have
no recent sales of unregistered securities.





Issuer
Purchases of Equity Securities





We did not repurchase any of our equity
securities during the quarter ended September 30, 2008.





Item
3. Defaults Upon Senior Securities.


None.





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





We did not submit any matters to a vote
of our security holders during the third quarter of 2008.





Item
5. Other Information.





None.





Item
6.                            
Exhibits.





Incorporated
      by referenceExhibit
              Number
            Exhibit
      Description
            Filed
              herewith
            Form
            Period
              ending
            Exhibit
            Filing
      date3(i)(a)
            Articles
      of Incorporation of Boatatopia
            
            SB-2
            
            3(i)(a)
            2/14/073(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
            X








18


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.








BOATATOPIA


(Registrant)











By:/s/ Stephen N.
Causey


Stephen
N. Causey, Chief Executive Officer


(On
behalf of the registrant and as


principal
financial officer)





Date:
November 13, 2008


19