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 March 31,
2009





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





Commission
file number 001-34070





MINATURA
GOLD


(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)





(310)
755-5830


(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈  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 May 8, 2009,
was 14,000,000 shares.








PART
I -- FINANCIAL INFORMATION





Item
1. Financial Statements.





MINATURA
      GOLD(FORMERLY
      BOATATOPIA)(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSMarch
      31,
            
            
            December
      31,2009
            
            
            2008(Unaudited)
            
            
            (Audited)ASSETSCurrent
      assets:Cash
            
            $
            1,130
            
            
            $
            9,790Prepaid
      expenses
            
            
            -
            
            
            
            12,035Total
      current assets
            
            
            1,130
            
            
            
            21,825Total
      assets
            
            $
            1,130
            
            
            $
            21,825LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
            
            
            1,000
            
            
            
            1,000Accounts
      payable - related party
            
            
            6,527
            
            
            
            293Total
      current liabilities
            
            
            7,527
            
            
            
            1,293Stockholders'
      equity:Preferred
      stock, $0.001 par value, 10,000,000 sharesauthorized,
      no shares issued and outstandingas
      of March 31, 2009 and December 31, 2008, respectively
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value, 1,000,000,000 sharesauthorized,
      14,000,000 shares issued and outstandingas
      of March 31, 2009 and December 31, 2008, respectively
            
            
            14,000
            
            
            
            14,000Additional
      paid-in capital
            
            
            63,500
            
            
            
            53,500(Deficit)
      accumulated during development stage
            
            
            (83,897
            )
            
            
            (46,968
            )Total
      stockholders' equity
            
            
            (6,397
            )
            
            
            20,532Total
      liabilities and stockholders' equity
            
            $
            1,130
            
            
            $
            21,825





See
accompanying notes to financial statements.





1


MINATURA
      GOLD(FORMERLY
      BOATATOPIA)(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS(UNAUDITED)January
      16, 2007For
      the Three Months Ended
            
            
            (inception)
      toMarch
      31, 2009
            
            
            March
      31, 2008
            
            
            March
      31, 2009Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -Operating
      expenses:General
      and administrative
            
            
            60
            
            
            
            37
            
            
            
            362License
      and filing fees
            
            
            -
            
            
            
            7,186
            
            
            
            7,186Professional
      fees
            
            
            36,869
            
            
            
            5,315
            
            
            
            76,404Total
      operating expenses
            
            
            36,929
            
            
            
            12,538
            
            
            
            83,952Net
      operating loss
            
            
            (36,929
            )
            
            
            (12,538
            )
            
            
            (83,952
            )Interest
      income
            
            
            -
            
            
            
            31
            
            
            
            55Net
      (loss)
            
            $
            (36,929
            )
            
            $
            (12,507
            )
            
            $
            (83,897
            )Weighted
      average number of common sharesoutstanding
      - basic and fully diluted
            
            
            14,000,000
            
            
            
            9,225,275Net
      (loss) per share - basic and fully diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )





See
accompanying notes to financial statements.





2


MINATURA
      GOLD(FORMERLY
      BOATATOPIA)(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS(UNAUDITED)January
      16, 2007For
      the Three Months Ended
            
            
            (inception)
      toMarch
      31, 2009
            
            
            March
      31, 2008
            
            
            March
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss)
            
            $
            (36,929
            )
            
            $
            (12,507
            )
            
            $
            (83,897
            )Adjustments
      to reconcile net (loss)to
      net cash used in operating activities:Shares
      issued for services
            
            
            -
            
            
            
            -
            
            
            
            10,000Changes
      in operating assets and liabilities:Decrease
      in prepaid expenses
            
            
            12,035
            
            
            
            -
            
            
            
            -Increase
      in accounts payable
            
            
            -
            
            
            
            -
            
            
            
            1,000Increase
      in accounts payable - related party
            
            
            6,234
            
            
            
            -
            
            
            
            6,527Net
      cash used in operating activities
            
            
            (18,660
            )
            
            
            (12,507
            )
            
            
            (66,370
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sale of common stock, net of offering costs
            
            
            -
            
            
            
            50,000
            
            
            
            57,500Donated
      capital
            
            
            10,000
            
            
            
            -
            
            
            
            10,000Net
      cash provided by financing activities
            
            
            10,000
            
            
            
            50,000
            
            
            
            67,500NET
      CHANGE IN CASH
            
            
            (8,660
            )
            
            
            37,493
            
            
            
            1,130CASH
      AT BEGINNING OF YEAR
            
            
            9,790
            
            
            
            4,378
            
            
            
            -CASH
      AT END OF YEAR
            
            $
            1,130
            
            
            $
            41,871
            
            
            $
            1,130SUPPLEMENTAL
      INFORMATION:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-cash
      activities:Number
      of shares issued for services
            
            
            -
            
            
            
            -
            
            
            
            100,000





See
accompanying notes to financial statements.





3
 MINATURA
GOLD
 (FORMERLY
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 year ended December 31, 2008 and notes thereto included in the
Company’s 10-K filed on March 26, 2009. 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
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  However, the Company has not commenced its planned
principal operations and it has not generated significant
revenues.  As shown on the accompanying financial statements, the
Company has incurred a net loss of $83,897 for the period from January 16, 2007
(inception) to March 31, 2009.  These conditions raise substantial
doubt about the Company’s ability to continue as a going concern.





The
future of the Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its business
opportunities.





In order
to obtain the necessary capital, the Company will seek equity and/or debt
financing.  If the financing does not provide sufficient capital,
shareholders of the Company have agreed to provide sufficient funds as a loan
over the next twelve-month period.  However, the Company is dependent
upon its ability to secure equity and/or debt financing and there are no
assurances that the Company will be successful.  Without sufficient
financing, it is unlikely for the Company to continue as a going
concern.


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





Note
3 – Recent Accounting Pronouncements





In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial  Assets and  Extinguishments of
Liabilities,” and  FASB  Interpretation 46 (revised December 2003),
“Consolidation of  Variable  Interest Entities − an
interpretation of ARB  No. 51,” as well as other
modifications.  While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements.  The changes would be effective March
1, 2010, on a prospective basis.





In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active.  FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued.  The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.





In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.”  This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities.  This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged.  The Company adopted this FSP
effective January 1, 2009.  The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.





In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157.  Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009.  The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.


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





In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”).  FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly.  Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value.  This FSP is effective for interim and annual periods ending
after June 15, 2009.  The Company does not expect the adoption of FSP
FAS 157-4 will have a material impact on its financial condition or results of
operation.





Note
4 – Organization





On March
30, 2009, the Company amended its articles of incorporation and bylaws to change
its name from Boatatopia to Minatura Gold.





Note
5 – Reclassification





Certain
reclassifications have been made to the prior years’ financial statements to
conform to the current year presentation. These reclassifications had no effect
on previously reported results of operations or retained earnings.





Note
6 – Prepaid Expenses





As of
March 31, 2009 and December 31, 2008, the Company had $0 and $12,035 in prepaid
expenses, respectively.  The prepaid expenses related to legal and
accounting fees which will be amortized as the services are
rendered.





Note
7 – 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 below.





Common
Stock





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.


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





On March
11, 2009, the Company received donated capital of $10,000.




As of
March 31, 2009, there have been no other issuances of common stock.




Note
8 – Warrants and Options





As of
March 31, 2009, there were no warrants or options outstanding to acquire any
additional shares of common stock.





Note
9 – Agreements





On March
27, 2009, the Company entered into a letter of intent (the “LOI”) with Camicol,
SA (“Camicol”), with respect to the proposed asset acquisition by the Registrant
of certain assets of Camicol.





On March
27, 2009, the Company entered into a letter of intent (the “LOI”) with Gold
Ventures 2008, LLC (“GV”), with respect to the proposed membership purchase of
100% of the membership interest of GV.





On March
27, 2009, the Company entered into a letter of intent (the “LOI”) with Minatura
Nevada, LLC (“MN”), with respect to the proposed membership purchase of 100% of
the membership interests of MN.





The LOI’s
will serve as the framework for the definitive agreements.  The
parties will use their best efforts to complete the definitive agreements and
have the agreements approved by the parties board of directors by May 1,
2009.  As of May 18, 2009, the Company has not completed the
definitive agreements.








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, 2008.


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 Minatura Gold unless otherwise expressly stated or the
context otherwise requires.





Background
Overview





Minatura Gold is a development stage
company incorporated in the State of Nevada in January of 2007 as Boatatopia. 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. On March 30, 2009, we changed the Company’s
name from Boatatopia to Minatura Gold.





In the
three months ended March 31, 2009, we did not generate any revenues and incurred
a net loss of $36,929. Since our inception on January 16, 2007 through March 31,
2009, we did not generate any revenues and incurred a net loss of $83,897. Our
ability to proceed with our plan of operation has continuously been a function
of our ability to generate revenues and raise sufficient capital to continue our
operations.





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.





As a
result of our lack of revenue generation, we plan to re-assess our business
plan, and aggressively seek out other business opportunities. In an effort to
substantiate stockholder value, we are seeking compatible business
opportunities. We can provide no assurance that we will be able to locate
compatible business opportunities. As of March 31, 2009, we have been in
preliminary discussions with a private company interested in a potential merger
with us. As of the date of this filing, there have been no definitive agreements
reached with this company. If and when we enter into a definitive agreement with
any company, we will file a current report on Form 8-K.





Recent
Developments





On
February 2, 2009, we effected a 10-for-1 forward stock split of our $0.001 par
value common stock.


9





On March
30, 2009, the Company’s name was changed from Boatatopia to Minatura Gold. The
name change occurred as a result of a stockholder proposal which was approved by
a majority of the stockholders of the Company at the Annual Stockholders Meeting
on March 17, 2009.





On March
27, 2009, we entered into a letter of intent (the “LOI”) with Camicol, SA
(“Camicol”), with respect to the proposed asset acquisition by the Company of
certain assets of Camicol.





On March
27, 2009, we entered into a letter of intent (the “LOI”) with Gold Ventures
2008, LLC (“GV”), with respect to the proposed membership purchase of 100% of
the membership interest of GV.





On March
27, 2009, we entered into a letter of intent (the “LOI”) with Minatura Nevada,
LLC (“MN”), with respect to the proposed membership purchase of 100% of the
membership interests of MN.





The LOI’s
will serve as the framework for the definitive agreements. The parties will use
their best efforts to complete the definitive agreements and have the agreements
approved by the parties board of directors by May 2009.





The LOI’s
reflect the present intentions of the parties and are subject to execution of a
definitive agreement.





As of the
date hereof, we have not entered into a definitive and/or binding agreement for
the LOI’s mentioned above. When any such agreements are reached we will file
notice of such agreements or facts with the Securities and Exchange Commission
on Form 8-K.





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, the Company 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.


10





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 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 three months
ended March 31, 2009, 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.


11


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.During the three months ended March 31,
2009, 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 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 investor to obtain a return on their investment in our common stock.
Further, we may continue to be unprofitable.


12





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
March 31, 2009, 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 March 31, 2009 compared to March 31, 2008.





March
      31,
              2009
            December
      31,
              2008
            Increase
      / (Decrease)$
            %Current
      Assets
            $1,130
            $21,825
            $(20,695)
            (95%)Current
      Liabilities
            7,527
            1,293
            6,234
            482%Working
      Capital (deficit)
            $(6,397)
            $20,532
            $(26,929)
            (131%)





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.


13





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





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.





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.


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 $83,897 as of March 31, 2009, and (iii) we have incurred losses of
$36,929 for the three months ended March 31, 2009, and have been 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
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 the Company’s
industry, its operations, and ultimately its profitability.


15





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 the Company’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 the Company’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 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.





We
may acquire assets or other businesses in the future.





We may
consider acquisitions of other assets or other business. Any acquisition
involves a number of risks that could fail to meet our expectations and
adversely affect our profitability. For example:




•
            The
      acquired assets or business may not achieve expected
    results;





•
            We
      may incur substantial, unanticipated costs, delays or other operational or
      financial problems when integrating the acquired
  assets;





•
            We
      may not be able to retain key personnel of an acquired
      business;





•
            Our
      management’s attention may be diverted;
or





•
            Our
      management may not be able to manage the acquired assets or combined
      entity effectively or to make acquisitions and grow our business
      internally at the same time.




If these
problems arise we may not realize the expected benefits of an
acquisition.





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.


16


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.





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.


17





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 the Company; (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 the Company are being made only in accordance with
authorizations of management and directors of the Company, and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’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.





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 March 31, 2009.





Item
3.                            
Defaults Upon Senior Securities.





None.





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





We held
our annual meeting of stockholders on March 17, 2009. Business conducted at the
meeting included the following proposals:





1.
            To
      elect new directors to serve until the next annual meeting or until their
      successors are elected and qualified; Stephen Causey was re-elected to
      serve as the Company’s sole director;
and


2.
            To
      ratify Lawrence Scharfman & Co., CPA, P.C. as our independent
      auditors.


18





Each
share of Common Stock was entitled to one vote. Only stockholders of record at
the close of business on March 6, 2009, were entitled to vote.  The
number of outstanding shares at the time was 14,000,000 held by approximately 52
stockholders. The required quorum of stockholders was present at this
meeting.





Votes on
the election of a new director were as follows:





Director
            For
            Against
            Broker
      Non-VotesStephen
      Causey
            11,150,000
            0
            2,850,000





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(i)(b)
            Amended
      and Restated Articles of Incorporation, Dated March 27,
    2009
            
            8-K
            
            3(i)(d)
            3/30/093(ii)(a)
            Bylaws
      of Boatatopia
            
            SB-2
            
            3(ii)(a)
            2/14/073(ii)(b)
            Amended
      and Restated Bylaws dated 3/30/09
            
            8-K
            
            3(ii)(b)
            3/30/094
            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
            2/14/0710.2
            Letter
      of Intent between Minatura Gold and Camicol, SA, dated
    3/27/09
            
            8-K
            
            10.2
            4/01/0910.3
            Letter
      of Intent between Minatura Gold and Minatura Nevada, LLC, dated
      3/27/09
            
            8-K
            
            10.3
            4/01/0910.4
            Letter
      of Intent between Minatura Gold and Gold Ventures 2008, LLC, dated
      3/27/09
            
            8-K
            
            10.4
            4/01/0931
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act
            X32
            Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act
            X





19





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.








MINATURA
GOLD


(Registrant)











By:/S/ Stephen N.
Causey


Stephen
N. Causey, Chief Executive Officer


(On
behalf of the registrant and as


principal
financial officer)





Date: May
20, 2009


20