UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549





FORM 10-Q





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





For the quarterly period ended September 30, 2009





 ̈TRANSITION REPORT PURSUANT TO 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.)





2945 Townsgate Road, Suite 200, Westlake Village, CA
91362(Address of principal executive offices)
(Zip Code)





(805) 267-7183


(Registrant’s telephone number, including area code)





Copies of Communications to:


Stoecklein Law Group


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  ̈   No x





The number of shares of Common Stock, $0.001 par value, outstanding on October 27, 2009, was 14,804,000 shares.





1


PART I -- FINANCIAL INFORMATION





Item 1. Financial Statements.





MINATURA GOLD(FORMERLY BOATATOPIA)(A DEVELOPMENT STAGE COMPANY)CONDENSED BALANCE SHEETSSeptember 30,


December 31,2009


2008(Unaudited)


(Audited)ASSETSCurrent assets:Cash

$
878,729


$
9,790Prepaid expenses


19,000



12,035Deposits


4,000



-Prepaid stock compensation


881,949



-Line of credit receivable - related party


2,147,822



-Accrued interest receivable - related party


11,642



-Total current assets


3,943,142



21,825Total assets

$
3,943,142


$
21,825LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable


88,415



1,000Accounts payable - related party


36,930



293Line of credit


140,900



-Accrued interest payable


1,406



-Total current liabilities


267,651



1,293Stockholders' equity:Preferred stock, $0.001 par value, 10,000,000 sharesauthorized, no shares issued and outstandingas of September 30, 2009 and December 31, 2008


-



-Common stock, $0.001 par value, 1,000,000,000 sharesauthorized, 14,804,000 and 14,000,000 shares issued and outstandingas of September 30, 2009 and December 31, 2008, respectively


14,804



14,000Additional paid-in capital


4,077,696



53,500Stock payable


138,000



-(Deficit) accumulated during development stage


(555,009
)


(46,968
)Total stockholders' equity


3,675,491



20,532Total liabilities and stockholders' equity

$
3,943,142


$
21,825





See accompanying notes to financial statements.





2


MINATURA GOLD(FORMERLY BOATATOPIA)(A DEVELOPMENT STAGE COMPANY)CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED)January 16, 2007For the Three Months Ended


For the Nine Months Ended


(inception) toSeptember 30,


September 30,


September 30,2009


2008


2009


2008


2009Revenue

$
-


$
-


$
-


$
-


$
-Operating expenses:Consulting fees


205,375



-



205,375



-



205,375General and administrative


101,637



21



103,443



161



103,745License and filing fees


-



-



-



7,186



7,186Professional fees


126,326



13,312



209,460



19,627



248,995Total operating expenses


433,338



13,333



518,278



26,974



565,301Net operating (loss)


(433,338
)


(13,333
)


(518,278
)


(26,974
)


(565,301
)Other income (expense):Interest income


-



9



-



50



55Interest income - related party


11,628



-



11,643



-



11,643Interest expense


(1,391
)


-



(1,406
)


-



(1,406
)Total other income (expense)


10,237



9



10,237



50



10,292(Loss) before provision for income taxes


(423,101
)


(13,324
)


(508,041
)


(26,924
)


(555,009
)Provision for income taxes


-



-



-



-



-Net (loss)

$
(423,101
)

$
(13,324
)

$
(508,041
)

$
(26,924
)

$
(555,009
)Weighted average number of common sharesoutstanding - basic and fully diluted


14,263,656



14,000,000



14,089,489



12,414,234Net (loss) per common share - basic and fully diluted$
(0.03
)

$
(0.00
)

$
(0.04
)

$
(0.00
)





See accompanying notes to financial statements.





3


MINATURA GOLD(FORMERLY BOATATOPIA)(A DEVELOPMENT STAGE COMPANY)CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED)January 16, 2007For the Nine Months Ended


(inception) toSeptember 30,


September 30,2009


2008


2009CASH FLOWS FROM OPERATING ACTIVITIESNet (loss)

$
(508,041
)

$
(26,924
)

$
(555,009
)Adjustments to reconcile net (loss)to net cash used in operating activities:Shares issued for services


-



-



10,000Amortization of prepaid stock compensation


118,051



-



118,051Changes in operating assets and liabilities:(Increase) in prepaid expenses


(6,965
)


-



(19,000
)(Increase) in deposits


(4,000
)


-



(4,000
)(Increase) in accrued interest receivable - related party


(11,642
)






(11,642
)Increase in accounts payable


87,415



-



88,415Increase in accounts payable - related party


36,637



-



36,637Increase in accrued interest payable


1,406



-



1,699Net cash (used) in operating activities


(287,139
)


(26,924
)


(334,849
)CASH FLOWS FROM INVESTING ACTIVITIESAdvances for line of credit receivable - related party


(2,147,822
)


-



(2,147,822
)Net cash (used) by investing activities


(2,147,822
)


-



(2,147,822
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from sale of common stock, net of offering costs


3,158,000



50,000



3,215,500Donated capital


5,000



-



5,000Proceeds from line of credit


140,900



-



140,900Net cash provided by financing activities


3,303,900



50,000



3,361,400NET CHANGE IN CASH


868,939



23,076



878,729CASH AT BEGINNING OF YEAR


9,790



4,378



-CASH AT END OF YEAR

$
878,729


$
27,454


$
878,729SUPPLEMENTAL INFORMATION:Interest paid

$
-


$
-


$
-Income taxes paid

$
-


$
-


$
-Non-cash activities:Shares issued for services


-



-



100,000Prepaid stock compensation


1,000,000



-



1,000,000





See accompanying notes to financial statements.


4
 MINATURA GOLD
 (FORMERLY BOATATOPIA)
 (A DEVELOPMENT STAGE COMPANY)
 CONDENSED 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 $555,009 for the period from January 16, 2007 (inception) to September 30, 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. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


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





Note 3 – Summary of Significant Accounting Policies (Continued)





Use of estimates





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





Cash and cash equivalents





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





Earnings per share





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


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


Note 3 – Summary of Significant Accounting Policies (Continued)





Recent Accounting Pronouncements





In September 2009, the FASB Emerging Issues Task Force, or EITF, reached a consensus on ASC Update 2009-13 (Topic 605), Multiple-Deliverable Revenue Arrangements,or ASC Update 2009-13. ASC Update 2009-13 applies to multiple-deliverable
revenue arrangements that are currently within the scope of ASC 605-25. ASC Update 2009-13 provides principles and application guidance on whether multiple deliverables exist and how the arrangement should be separated and the consideration allocated. ASC Update 2009-13 requires an entity to allocate revenue in an arrangement using estimated selling prices of deliverables, if a vendor does not have vendor-specific objective evidence or third-party evidence of selling price. The update eliminates the use of the
residual method and requires an entity to allocate revenue using the relative selling price method and also significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. ASC Update 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. As a result, ASC Update 2009-13 will be effective for the Company no later than the first quarter
of fiscal 2011. The adoption of ASC Update 2009-13 will not have a material impact on the Company’s financial position or results of operations for future collaborations arrangements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.
SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect
that the adoption of SFAS 166 will have a material impact on the financial statements.


7
 MINATURA GOLD
 (FORMERLY BOATATOPIA)
 (A DEVELOPMENT STAGE COMPANY)
 CONDENSED NOTES TO FINANCIAL STATEMENTS


Note 3 – Summary of Significant Accounting Policies (Continued)





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest
entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”,
and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report
on Form 10-Q for the interium period ending December 31, 2009. This will not have an impact on the results of the Company.





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 September 30, 2009 and December 31, 2008, the Company had $19,000 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.


8
 MINATURA GOLD
 (FORMERLY BOATATOPIA)
 (A DEVELOPMENT STAGE COMPANY)
 CONDENSED NOTES TO FINANCIAL STATEMENTS


Note 7 – Line of Credit Receivable – related party





On June 29, 2009, the Company executed a $1,000,000 line of credit with Gold Resource Partners (“GRP”), an entity owned and controlled by an officer of the Company.  During the nine months ended September 30, 2009, the Company loaned $992,822 to GRP.  The balloon payment of principal and accrued interest
is due on June 28, 2010 and bears interest at a rate of 5% per year.  During the nine months ended September 30, 2009, the Company had interest income of $6,020.





On August 6, 2009, the Company executed a $2,000,000 line of credit with Gold Venture 2008 (“GV2008”), an entity owned and controlled by an officer of the Company.  During the nine months ended September 30, 2009, the Company loaned $855,000 to GV2008.  The balloon payment of principal and accrued interest
is due on August 5, 2010 and bears interest at a rate of 5% per year.  During the nine months ended September 30, 2009, the Company had interest income of $5,317.





On September 22, 2009, the Company executed a $2,500,000 line of credit with Gold Resource Partners (“GRP”), an entity owned and controlled by an officer of the Company.  During the nine months ended September 30, 2009, the Company loaned $300,000 to GRP.  The balloon payment of principal and accrued interest
is due on September 1, 2010 and bears interest at a rate of 5% per year.  During the nine months ended September 30, 2009, the Company had interest income of $305.





Note 8 – Line of Credit





On June 8, 2009, the Company executed a $1,000,000 line of credit with Elite Capital Management (“Elite”), an unrelated third party.  During the nine months ended September 30, 2009, the Company received $140,900 from Elite.  The line of credit is due on June 7, 2010 and bears interest at a rate of 5% per
year.  During the nine months ended September 30, 2009, the Company had interest expense of $1,406.





Note 9 – 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.


9
 MINATURA GOLD
 (FORMERLY BOATATOPIA)
 (A DEVELOPMENT STAGE COMPANY)
 CONDENSED NOTES TO FINANCIAL STATEMENTS


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 split with a record date of February 2, 2009.





On March 11, 2009, the Company received donated capital of $5,000 from a noteholder.





During the three months ended June 30, 2009, the Company received $250,000 for the sale of 50,000 shares of $0.001 par value common stock.  As of September 30, 2009, the shares have been issued.





On August 19, 2009, the Company executed a consulting agreement for a total of 200,000 shares of $0.001 par value common stock for services totaling $1,000,000.  The shares were valued according to the fair value of the common stock and the fair value of the services.  The consultant will perform their services over
a period of approximately 1 year and the value of the shares will be amortized over the requisite service period.  During the three months ended September 30, 2009, the Company amortized $118,051 to consulting expense and the balance in prepaid stock compensation was $881,949 as of September 30, 2009.





During the three months ended September 30, 2009, the Company received a total of $2,908,000 for the sale of 581,600 shares of $0.001 par value common stock.





During the three months ended September 30, 2009, the Company issued a total of 604,000 shares of $0.001 par value common stock for the cash received during the quarters ended June 30, 2009 and September 30, 2009.  As of September 30, 2009, the Company had $138,000 recorded as a stock payable for a total of 27,600 shares of $0.001
par value common stock that are unissued.





As of September 30, 2009, there have been no other issuances of common stock.





Note 10 – Warrants and Options





As of September 30, 2009, there were no warrants or options outstanding to acquire any additional shares of common stock.


10
 MINATURA GOLD
 (FORMERLY BOATATOPIA)
 (A DEVELOPMENT STAGE COMPANY)
 CONDENSED NOTES TO FINANCIAL STATEMENTS


Note 11 – Agreements





On June 12, 2009, the Company entered into a membership purchase agreement and plan of reorganization by and among Gold Venture 2008, LLC (“Gold Venture”), a Nevada limited liability company, and Flat Holdings, LLC, a Nevada limited liability company (“Flat”), the constituent entities, whereby the Company intends
to acquire Flat’s 40% interest in Gold Venture and to merge with Gold Resource Partners, LLC (“GRP”), which owns 60% of Gold Venture.





On June 17, 2009, the Company entered into a reverse triangular merger by and among Boatatopia Sub Corp. (“SUB CO”), a wholly owned subsidiary of the Company, and Gold Resource Partners, LLC, a Nevada limited liability company (“GRP”), the constituent entities, whereby the Company intends to issue 10,258,821 shares
of its common stock in exchange for 100% of GRP’s outstanding membership interests.  Pursuant to the terms of the merger, GRP will be merged with SUB CO wherein SUB CO shall cease to exist and GRP will become a wholly owned subsidiary of the Company.  Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on August 1, 2009.





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





The Merger Agreement contains normal conditions to closing including the audited financial statements of GRP.




Additionally, the Merger Agreement sets forth conditions that the Company shall have obtained a cancellation of 1,000,000 shares of restricted common stock held in the name of Stoecklein Law Group and a cancellation of 7,500,000 shares of common stock held by Stephen Causey, pursuant to the terms and conditions of the Termination Agreement.





The acquisitions, upon completion, will provide the Company with the ownership of 100% of Gold Venture 2008, LLC, 100% of Minatura Nevada Corp., and 100% of Camicol SA, along with various other mining properties located in Colombia, including the San Pablo Gold Mine, an ongoing mining operation that is in production, located in the mining
district of Segovia-Remedios.





As of September 30, 2009, and pursuant to Section 6.5 of the “Acquisition Agreement and Plan of Merger” dated June 12, 2009, by and among Minatura Gold, Boatatopia Sub Co., and Gold Resource Partners, LLC” the Company has agreed to extend the time for performance of the obligations of Gold Resource Partners as the result
of technical legal issues involving Colombian law, US tax law, and accounting issues related to obtaining US GAAP audits in regard to the entity and its subsidiaries being acquired in the Merger Agreement, to December 31, 2009.  The parties will be restructuring the nature of the transactions in the Merger Agreement to reflect the most efficient manner to resolving such technical issues with the intent to retain the original material terms in the Merger Agreement.


11
 MINATURA GOLD
 (FORMERLY BOATATOPIA)
 (A DEVELOPMENT STAGE COMPANY)
 CONDENSED NOTES TO FINANCIAL STATEMENTS


As of September 30, 2009, and pursuant to Section 10.1 “Termination” of the Membership Purchase Agreement and Plan of Reorganization, dated as of June 12, 2009 among Minatura Gold, Gold Ventures 2008, and Flat Holdings, MGOL has agreed to extend the time for performance of the obligations of Gold Ventures 2008 and Flat Holdings.
The extension until December 31, 2009 is the result of technical legal issues involving Colombian law, US tax law, and accounting issues related to obtaining US GAAP audits in regard to the entity and its subsidiaries being acquired in the Gold Resource Partners Merger Agreement, the closing of which is a condition of MGOL’s agreement with Gold Ventures 2008 and Flat Holdings. The Gold Resource Partners Merger Agreement has also been extended to December 31, 2009, to provide all parties time to consummate
the restructuring.





As a result of input from Colombian counsel, Colombian accountants, US tax counsel, and US securities counsel, the parties to the above referenced transactions anticipate, and are currently pursuing the restructuring of the nature of the transactions as described in the Gold Resource Partners Merger Agreement and the Membership Purchase
Agreement and Plan of Reorganization with Gold Ventures 2008 and Flat Holdings, to reflect the most efficient manner to resolving technical legal and accounting issues with the intent of retaining the original material terms of the agreements.





Note 12 – Related party transactions





As of September 30, 2009, the Company had accounts payable totaling $36,930 from related parties. The related parties consists of officers, a director, and a family member of an officer.





Note 13 – Subsequent events





In October 2009, the Company received $15,000 from an investor for the sale of 3,000 shares of common stock.





In November 2009, the Company amended its line of credit with Elite Capital and has agreed to cap the maximum amount of the principal balance of the note to $140,900.  The note will continue to have the same terms and conditions of the original line of credit arrangement.





In November 2009, the Company received $292,822 from Gold Resource Partners (“GRP”), an entity owned and controlled by an officer of the Company as a partial repayment on the line of credit.





The Company has evaluated subsequent events through November 16, 2009, the date which the financial statements were available to be issued.





12


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;


·
increased competitive pressures from existing competitors and new entrants;


·
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.


13


Item 2. Plan of Operation.





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





The information set forth herein is only a summary of our business plans. The following business description assumes (i) the completion of the GRP Merger, and (ii) the GV Acquisition. The following is a description of the business that MGOL intends to operate after the
closings of the GRP Merger and the GV Acquisition.





OVERVIEW AND OUTLOOK





Minatura Gold (“MGOL”) was formed as a Nevada corporation in January 2007 as Boatatopia. In March of 2008 MGOL changed its name to Minatura Gold, and as a result of entering into agreements with Gold Resource Partners LLC
(“GRP”) and Flat Holdings, LLC, (“Flat”). Minatura Gold is pursuing the exploration, development, mining, dredging and refining of gold as well as the exploration and commercialization of other precious metals available in the Republic of Colombia. The agreements with GRP and Flat will provide Minatura Gold with the ownership of 100% of Gold Ventures 2008, LLC, and with 100% of Minatura Nevada Corp., 100% of Camicol SA,
along with various other mining properties located in Colombia, including the San Pablo Gold Mine, an ongoing mining operation that is in production, located in the mining district of Segovia-Remedios.





Upon closing of the transactions with GRP and Flat, MGOL will own and operate mining concessions in Colombia, in addition to owning a dredging equipment manufacturer capable of producing mining equipment utilized in mining operations. The mining concessions located in the mining districts of Antioquia and Caldas, Colombia, currently include
in excess of 99,000 acres of mining property. Dredging equipment built and supplied by Minatura Nevada Corp., a subsidiary of GPR is currently on location at the Coco Hondo site in Colombia and received permits in February of 2009 to commence mining operations, which are anticipated to start production in the fourth quarter of 2009.




On June 12, 2009, MGOL entered into a reverse triangular merger by and among Boatatopia Sub Corp. (“Sub Co.”), a wholly owned subsidiary of the Company, and Gold Resource Partners, LLC, a Nevada limited liability company (“GRP”), the constituent entities, whereby the Company will issue 10,258,821 shares of its Rule
144 restricted common stock in exchange for 100% of GRP’s outstanding membership interests. Pursuant to the terms of the merger, GRP will be merged with Sub Co. wherein Sub Co. shall cease to exist and GRP will become a wholly owned subsidiary of MGOL. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on August 1, 2009.




As of September 30, 2009, and pursuant to Section 6.5 of the “Acquisition Agreement and Plan of Merger” dated June 12, 2009, by and among Minatura Gold, Boatatopia Sub Co., and Gold Resource Partners, LLC” MGOL has agreed to extend the time for performance of the obligations of Gold Resource Partners as the result of
technical legal issues involving Colombian law, US tax law, and accounting issues related to obtaining US GAAP audits in regard to the entity and its subsidiaries being acquired in the Merger Agreement, to December 31, 2009.  The parties will be restructuring the nature of the transactions in the Merger Agreement to reflect the most efficient manner to resolving such technical issues with the intent to retain the original material terms in the Merger Agreement.


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On June 17, 2009, we issued a press release announcing the execution of a definitive agreement for gold mining acquisition (99,000 + acres). A copy of the press release is attached as Exhibit 99.1 to the Current Report on Form 8-K filed on July 23, 2009.





On June 12, 2009, we entered into a membership purchase agreement and plan of reorganization by and among Gold Venture 2008, LLC (“Gold Venture”), a Nevada limited liability company, and Flat Holdings, LLC, a Nevada limited liability company (“Flat”), the constituent entities. As mentioned above MGOL intends to
acquire Flat’s 40% interest in Gold Venture, along with the previously announced agreement to merge with Gold Resource Partners, LLC, which owns 60% of Gold Venture. This acquisition, upon completion, will provide MGOL with the ownership of 100% of Gold Venture 2008, LLC, 100% of Minatura Nevada Corp., and 100% of Camicol SA, along with various other mining properties located in Colombia, including the San Pablo Gold Mine, an ongoing mining operation that is in production, located in the mining district
of Segovia-Remedios. A copy of the Membership Purchase Agreement between the MGOL, Gold Venture and Flat is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 28, 2009 and is incorporated in its entirety herein.





On July 22, 2009, we issued a press release announcing the execution of a definitive agreement for acquiring Flat’s 40% interest in Gold Venture. A copy of the press release is attached as Exhibit 99.2 to the Current Report on Form 8-K filed on July 28, 2009.





As of September 30, 2009, and pursuant to Section 10.1 “Termination” of the Membership Purchase Agreement and Plan of Reorganization, dated as of June 12, 2009 among Minatura Gold, Gold Ventures 2008, and Flat Holdings, MGOL has agreed to extend the time for performance of the obligations of Gold Ventures 2008 and Flat Holdings.
The extension until December 31, 2009 is the result of technical legal issues involving Colombian law, US tax law, and accounting issues related to obtaining US GAAP audits in regard to the entity and its subsidiaries being acquired in the Gold Resource Partners Merger Agreement, the closing of which is a condition of MGOL’s agreement with Gold Ventures 2008 and Flat Holdings. The Gold Resource Partners Merger Agreement has also been extended to December 31, 2009, to provide all parties time to consummate
the restructuring.





As a result of input from Colombian counsel, Colombian accountants, US tax counsel, and US securities counsel, the parties to the above referenced transactions anticipate, and are currently pursuing the restructuring of the nature of the transactions as described in the Gold Resource Partners Merger Agreement and the Membership Purchase
Agreement and Plan of Reorganization with Gold Ventures 2008 and Flat Holdings, to reflect the most efficient manner to resolving technical legal and accounting issues with the intent of retaining the original material terms of the Agreements.





Recent Developments





On September 3, 2009, we issued a press release announcing that Mergent’s Editorial Board has approved the Company for listing in Mergent Manual and News ReportsTM.  As part of Mergent’s listing services, the new description will be highlighted separately on www.mergent.com with
an active hyperlink back to the Company’s website.




On October 9, 2009, we issued a press release announcing that our Board of Directors appointed De Joya Griffith & Company, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2009.


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Plan of Operation





With the dramatic improvement in the political and economic climate in Colombia and the recent influx of foreign investment and activities, management feels that the political and socioeconomic environment are sufficiently secure to now deploy substantial capital towards proving out the gold reserves in the licenses and commencing mining
operations at a number of them in the short term. Many major and junior mining companies are commencing to deploy substantial capital in Colombia as they have come to the same conclusion. As such, the Gold Mining Entities have acquired and are in development of multiple concessions which eventually is planned to be in excess of over 1.2 million acres in Colombia.





Our direct attention is focused on the completion of the GRP Merger and the GV Acquisition. The Business of MGOL, as it presently exists, is based upon the completion of the GRP Merger and the GV Acquisition.





Liquidity and Capital Resources





The following table summarizes total current assets, total current liabilities and working capital at September 30, 2009 compared to December 31, 2008.





September 30,
2009
December 31,
2008
Increase / (Decrease)$
%Current Assets
$3,943,142
$21,825
$3,921,317
17,967%Current Liabilities
267,651
1,293
266,358
206%Working Capital (deficit)
$(3,675,491)
$(20,532)
$3,654,959
1,782%





Liquidity is a measure of a company’s ability to meet potential cash requirements.  We have historically met our capital requirements through the issuance of stock and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity we need by the revenues generated from the sales of our products.





As of September 30, 2009, we continue to use traditional and/or debt financing to provide the capital we need to run the business. In the future, we need to generate enough revenues from the sales of our products in order for us to not have to sell additional stock or obtain loans.





Financing.  On June 8, 2009, the Company executed a $1,000,000 line of credit with Elite Capital Management (“Elite”), an unrelated third party.  During the nine months ended September 30, 2009, the Company
received $140,900 from Elite.  The note is due on June 7, 2010 and bears interest at a rate of 5% per year.  During the nine months ended September 30, 2009, the Company had interest expense of $1,406.





In November 2009, the Company amended its line of credit with Elite Capital and has agreed to cap the maximum amount of the principal balance of the note to $140,900.  The note will continue to have the same terms and conditions of the original line of credit arrangement.


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Satisfaction of our cash obligations for the next 12 months.





As of September 30, 2009, our cash balance was $878,729.  Our plan for satisfying our cash requirements for the next twelve months is through additional sales of our common stock, third-party financing, and/or traditional bank financing, and sales-generated income. We intend to make appropriate plans to insure sources of additional
capital in the future to fund growth and expansion, and may consider additional equity or debt financing or credit facilities.





Since inception, we have financed cash flow requirements through debt financing and 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 sales or development fees, 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 may continue to incur operating losses over the majority or some portion 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 working capital, although not anticipated, we may continue to issue stock in exchange for loans and/or equity, which may have a substantial dilutive impact on our existing stockholders.





Going Concern





Our 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, we have not commenced our planned principal operations and have not generated significant
revenues. As shown on the accompanying financial statements, we have incurred a net loss of $555,009 for the period from January 16, 2007 (inception) to September 30, 2009. These conditions raise substantial doubt about our ability to continue as a going concern.





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


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In order to obtain the necessary capital, we 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, we are dependent upon our ability to secure equity and/or debt financing and
there are no assurances that we will be successful. Without sufficient financing, it is unlikely for the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





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 over the next twelve-month period. Research and development efforts will be based upon the completion of the GRP Merger and the GV Acquisition.





Expected purchase or sale of plant and significant equipment.





We do anticipate the purchase of plant and/or significant equipment at this time during the next 12 months, as part of the GRP Merger and GV Acquisition.





Significant changes in number of employees.





During the quarter ended September 30, 2009, we had a total of 4 full-time employees.


Upon close of GRP Merger and GV Acquisition, we will employ approximately 175 people in the Coco Hondo and San Pablo Mines, including managers and workers and will add permanently as the exploitation phase starts. The mines operate three shifts per day and vigilance is provided by an external company that specializes in mine security.





Consulting Agreements





On August 19, 2009, we entered into a consulting agreement with an entity who agreed to provide the Company with corporate finance relations, corporate financial services, corporate finance and mergers and acquisitions with respect to the Company. The term of the agreement began in August
2009 and will terminate in June of 2010.  Pursuant to the consulting agreement we agreed to compensate the Consultant with a monthly rate of $85,000 in form of shares of the Company’s common stock at $5 per shares.  Additionally, we agreed to issue a one-time installment of 200,000 shares of our restricted common stock. The 200,000 shares were issued on August 21, 2009.


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Critical Accounting Policies and Estimates





Recent Accounting Pronouncements





In September 2009, the FASB Emerging Issues Task Force, or EITF, reached a consensus on ASC Update 2009-13 (Topic 605), Multiple-Deliverable Revenue Arrangements,or ASC Update 2009-13. ASC
Update 2009-13 applies to multiple-deliverable revenue arrangements that are currently within the scope of ASC 605-25. ASC Update 2009-13 provides principles and application guidance on whether multiple deliverables exist and how the arrangement should be separated and the consideration allocated. ASC Update 2009-13 requires an entity to allocate revenue in an arrangement using estimated selling prices of deliverables, if a vendor does not have vendor-specific objective evidence or third-party evidence of selling
price. The update eliminates the use of the residual method and requires an entity to allocate revenue using the relative selling price method and also significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. ASC Update 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. As a result, ASC Update 2009-13 will be effective
for the Company no later than the first quarter of fiscal 2011. The adoption of ASC Update 2009-13 will not have a material impact on the Company’s financial position or results of operations for future collaborations arrangements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,”
changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166
in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach
for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.


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In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The
Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use
the new Codification when referring to GAAP in its annual report on Form 10-Q for the interium period ending September 30, 2009. This will not have an impact on the results of the Company.





Off-Balance Sheet Arrangements





As of September 30, 2009, we did 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.





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, Paul Dias, 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. Dias, 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.





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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





Our inability to complete the merger with Gold Resource Partners, LLC and the acquisition of Flat Holdings, LLC membership interest in Gold Ventures 2008, LLC, would substantially impact our business opportunities in the gold mining industry.





Our ability to enter the exploration, development, mining, dredging and refining of gold is the result of entering into agreements with Gold Resource Partners LLC (“GRP”) and Flat Holdings, LLC, (“Flat”). Minatura Gold is pursuing the exploration, development,
mining, dredging and refining of gold as well as the exploration and commercialization of other precious metals available in Colombia solely because of the agreements.





Upon closing of the transactions with GRP (GRP Merger) and Flat (GV Acquisition), MGOL will own and operate mining concessions in Colombia, in addition to owning a dredging equipment manufacturer capable of producing mining equipment utilized in mining operations. The mining concessions located in the mining districts of Antioquia and
Caldas, Colombia, currently include in excess of 99,000 acres of mining property, including the San Pablo Gold Mine, an ongoing mining operation that is in production, located in the mining district of Segovia-Remedios. Dredging equipment built and supplied by Minatura Nevada Corp., a subsidiary of GPR is currently on location at the Coco Hondo site in Colombia and received an Environmental Permit in February of 2009 to commence mining operations, which are anticipated to start production in the fourth quarter
of 2009.





If we are unable to complete our agreements with GRP and Flat, we will have no business operations, and your investment in us will be at substantial risk. If we complete the acquisitions of GRP and Flat, our operations will be speculative due to the high-risk nature of our business, which
will be the acquisition, financing, exploration, development and operation of mining properties. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.




We are exposed to fluctuations in exchange rates that could have a material adverse impact on the results of our operations.





The majority of the Company’s sales are denominated in US dollars. The Company also finances our operations and holds surplus cash primarily in US dollars. Given the dominant role of the US dollar in our operations it is the currency in which its results are
presented both internally and externally. We also incur costs in US dollars but significant costs are influenced by the local currencies of the territories in which its ore reserves and other assets are located, primarily. These currencies are principally the Colombian pesos. Our normal policy is not to enter into hedging arrangements relating to changes or fluctuations in foreign exchange rates. As a result, if there is an appreciation in the value of these currencies against the US dollar or prolonged periods
of exchange rate volatility these changes may have a material adverse impact on the our results of operations


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Our exploration and development of new projects might be unsuccessful, expenditures may not be fully recovered and depleted ore reserves may not be replaced.





Although our activities are primarily directed towards mining operations, our activities also include the exploration for and development of mineral deposits. Mining operations generally involve a high degree of risk. Our operations are subject to all the hazards and risks normally encountered
in the exploration, development and production of gold, silver, copper, lead and zinc including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although appropriate precautions to mitigate these risks are taken, milling operations
are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses
may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is difficult to ensure that the exploration or development programs planned by the Company or any of our joint venture partners will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size,
grade, metallurgy and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may result in the Company not receiving an adequate return on invested capital. There is no certainty that the expenditures made by the
Company towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.





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.


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We depend on certain key employees, and believe the loss of any of them would have a material adverse effect on our business.





We will be dependent on the continued services of our new management team, as well as our outside engineering consultants and contractors. While we have no assurance that our current management will produce successful operations, the loss of such personnel could have an adverse effect on
meeting our production and financial performance objectives. We have no assurance that we will not lose the services of these or other key personnel and may not be able to timely replace any personnel if we do lose their services.





Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies
in response to the requirements of national securities exchanges, such as the NYSE, or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and Nasdaq are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics.





We have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange or Nasdaq, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently have
only two directors. If we expand our board membership in future periods to include independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence
of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees are made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should consider our current lack of corporate governance measures in making their investment decisions.





Because our success is dependent upon a limited number of people, our business may fail if those individuals leave the company.





The ability to identify, negotiate and consummate transactions that will benefit us is dependent upon the efforts of our management team.  The loss of the services of any member of management could have a material adverse effect on us. Our planned drilling activities may require significant investment in additional personnel
and capital equipment. Given the current shortage of equipment and experienced personnel within the mining industry, there can be no assurance that we will be able to acquire the necessary resources to successfully implement our business plan. We have historically experienced, and continue to experience, significant delays in receiving verifying assay and check assay results from our third-party analytical laboratories, and, as a result, there can be no assurance that we will be able to complete our resource
estimates on a timely basis.


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If restrictions on repatriation of earnings from Colombia to foreign entities are instituted, our business may be materially negatively affected.





Currently there are no restrictions on the repatriation from Colombia of earnings to foreign entities. However, given the political climate in Latin America and its history of regime changes there can be no assurance that restrictions on repatriations of earnings from Colombia will not be imposed in the future.





Because we conduct operations in Colombia, we are subject to foreign currency fluctuations, which may materially affect our financial results.





Our operations in Colombia make us subject to foreign currency fluctuations and such fluctuations may materially affect our financial position and results. We report our financial results in U.S. dollars and incur expenses in U.S. dollars, and Colombian pesos. As the exchange rate of the U.S. dollar and Colombian peso fluctuates, we will
experience foreign exchange gains and losses, both realized and unrealized, and such gains and losses may be significant. We do not hedge any of our foreign currency denominated balance sheet or operating exposures.





We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.





As directed by Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”), the Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the company’s internal controls over financial reporting in their annual reports, including Form 10-K.  As a result of
our filing a Registration Statement in the past, we are subject to Sarbanes-Oxley Act and more specifically SOX 404. As a small public company, pursuant to SEC Release 2006-136, we anticipate we are subject to the requirement of having our annual report contain management’s assessment of the effectiveness of the Company’s internal control over financial reporting for the period ended December 31, 2008.  Additionally, we will have to comply with Section 404(b), which requires an auditor’s
attestation report on internal control beginning with our annual report for the fiscal year ended December 31, 2010 (Pursuant to SEC Release 2009-213, Extension of time will expire beginning with the annual reports of companies with fiscal years ending on or after June 15, 2010]. We are currently evaluating the effect that the adoption of Section 404 will have on our consolidated operating results and financial condition, and the cash flow necessary to implement SOX 404, in order to allow our management to report
on, and our independent auditors attest to, our internal controls.





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





The mining, processing, development and exploration of our properties, may require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on any or all of our properties or even a loss of property interest. There can be no assurance
that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to the Company.


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Current Global Financial Conditions may impact our ability to raise the capital required for our planned growth.





Current global financial conditions have been subject to increased volatility, with numerous financial institutions having either gone into bankruptcy or having to be rescued by government authorities. Access to financing has been negatively impacted by both sub-prime mortgages in the United States and elsewhere and the liquidity crisis
affecting the asset-backed commercial paper market. As such, we are subject to counterparty risk and liquidity risk. We are exposed to various counterparty risks including, but not limited to: (i) financial institutions that hold our cash; (ii) through companies that have payables to us, including concentrate customers; (iii) through our insurance providers; (iv) through our lenders; and (v) through companies that have received deposits from us for the future delivery of equipment. We are also exposed to liquidity
risks in meeting our operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of us to obtain loans and other credit facilities in the future and, if obtained, on terms favorable to us. If these increased levels of volatility and market turmoil continue, our planned growth could be adversely impacted and the trading price of our securities could be adversely affected.





We may be impacted by inadequate Infrastructure





Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference
in the maintenance or provision of such infrastructure could adversely affect MGOL’s operations, financial condition and results of operations.





Risks Related to our Mining Business.





Due to the nature of our business, mining, there are significant Environmental Risks and Hazards associated with our mining operations.





Our operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous
waste. Environmental legislation is evolving in a manner which will likely require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our results of operations. Environmental hazards may exist on the properties
on which we hold interests which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties. Government approvals and permits are currently, and may in the future be, required in connection with our operations. To the extent such approvals are required and not obtained, we may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral


25


properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material
adverse impact on us and our results of operations and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties. Production at certain of our mines may involve the use of sodium cyanide which is a toxic material. Should sodium cyanide leak or otherwise be discharged from the containment system then we may become subject to liability for clean-up work that
may not be insured. While appropriate steps will be taken to prevent discharges of pollutants into the ground water and the environment, we may become subject to liability for hazards that it may not be insured against.





Competition — In the event that we are unable to successfully compete within the mineral exploration business, we may not be able to achieve profitable operations.





The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than we
do. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.





Due to numerous factors beyond our control which could affect the marketability of gold including the market price for gold, we may have difficulty selling any gold even though commercially viable deposits are known to exist.





The availability of markets and the volatility of market prices are beyond our control and represent a significant risk. Even though commercially viable deposits of gold are known to exist on our property interests, a ready market may not exist for the sale of the reserves. Numerous factors beyond our control may affect the marketability
of any substances discovered. These factors include market fluctuations, the proximity and capacity of markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. These factors could inhibit our ability to sell gold in even though commercially viable deposits are known to exist.





Government Regulation and Environmental Risks — Because we are subject to various governmental regulations and environmental risks, we may incur substantial costs to remain in compliance.


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Our operations are subject to Colombian and local laws and regulations regarding environmental matters, the abstraction of water, and the discharge of mining wastes and materials. Any changes in these laws could affect our operations and economics. Environmental laws and regulations change frequently, and the implementation of new, or
the modification of existing, laws or regulations could harm us. We cannot predict how agencies or courts in Colombia will interpret existing laws and regulations or the effect that these adoptions and interpretations may have on our business or financial condition. We may be required to make significant expenditures to comply with governmental laws and regulations.





Any significant mining operations will have some environmental impact, including land and habitat impact, arising from the use of land for mining and related activities, and certain impact on water resources near the project sites, resulting from water use, rock disposal and drainage run-off. No assurances can be given that such environmental
issues will not have a material adverse effect on our operations in the future. While we believe we do not currently have any material environmental obligations, exploration activities may give rise in the future to significant liabilities on our part to the government and third parties and may require us to incur substantial costs of remediation.





Additionally, we do not maintain insurance against environmental risks. As a result, any claims against us may result in liabilities we will not be able to afford, resulting in the failure of our business. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.





Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in expenditures and costs or require abandonment or delays in developing new mining properties.





If we have incorrectly estimated our mineral resources and future production, our future revenues will be materially negatively affected.





Our mineral resource estimates are estimates only and no assurance can be given that any proven or probable reserves will be discovered or that any particular level of recovery of minerals will in fact be realized or that an identified reserve or resource will ever qualify as a commercially mineable (or viable) deposit which can be legally
and economically exploited. In addition, the grade of mineralization which may ultimately be mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Resource estimates should not be interpreted as assurances of commercial viability or potential or of
the profitability of any future operations.


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Our due diligence activities with respect to our property interests cannot assure that these properties will ultimately prove to be commercially viable.





Our due diligence activities have been limited, and to a great extent, we have relied upon information provided to us by third-party advisors. Accordingly, no assurances can be given that the properties or mining rights we possess will contain adequate amounts of gold for commercialization. Further, even if we recover gold from such mining
properties, we cannot guarantee that we will make a profit. If we cannot acquire or locate commercially exploitable gold deposits, or if it is not economical to recover the gold deposits, our business and operations will be materially adversely affected. The mining areas presently being assessed by us may not contain economically recoverable volumes of minerals or metals. We have relied and may continue to rely, upon consultants and others for operating expertise.





Risks Relating To Our Common Stock





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





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





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





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





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


·
Disclose certain price information about the stock;


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


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


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


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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.





Future sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.





The market price of our common stock, when and if established, could drop due to sales of a large number of shares of our common stock in the market after the offering or the perception that such sales could occur. This could make it more difficult to raise funds through future offerings of common stock.





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.


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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.





On August 21, 2009, we issued a total of 200,000 shares of our restricted common stock to an entity and an individual pursuant to a consulting agreement dated August 19, 2009. We believe that the issuance and sale of the shares was exempt from the registration and prospectus delivery requirements
of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares were sold directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the
shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.





During the three months ended September 30, 2009, we sold a total of 581,600 shares of our restricted common stock to 16 accredited investors for a total purchase price of $2,908,000 all of which was paid in cash. Of the 581,600 shares, 554,000 shares have been issued as of the three months ended September 30, 2009. We believe that the
issuance and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares were sold directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements
and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.




Subsequent Sales of Unregistered Securities





On October 20, 2009, we sold a total of 3,000 shares of our restricted common stock to 1 accredited investor for a total purchase price of $15,000 all of which was paid in cash. As of the date of this filing the shares have not been issued. We believe that the issuance
and sale of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares were sold directly by us and did not involve a public offering or general solicitation. The recipient of the shares was afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make his investment decision, including the financial statements and 34 Act
reports. We reasonably believed that the recipient, immediately prior to the sale of the shares, had such knowledge and experience in our financial and business matters that he was capable of evaluating the merits and risks of his investment. The recipient had the opportunity to speak with our management on several occasions prior to his investment decision. There were no commissions paid on the issuance and sale of the shares.


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Issuer Purchases of Equity Securities





We did not repurchase any of our equity securities during the quarter ended September 30, 2009.





Item 3. Defaults Upon Senior Securities.





None.





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





None.





Item 5. Other Information.





On September 30, 2009, and pursuant to Section 10.1 “Termination” of the Membership Purchase Agreement and Plan of Reorganization, dated as of June 12, 2009 among Minatura Gold, Gold Ventures 2008, and Flat Holdings, MGOL has agreed to extend the time for performance of the obligations of Gold Ventures 2008 and Flat Holdings.
The extension until December 31, 2009 is the result of technical legal issues involving Colombian law, US tax law, and accounting issues related to obtaining US GAAP audits in regard to the entity and its subsidiaries being acquired in the Gold Resource Partners Merger Agreement, the closing of which is a condition of MGOL’s agreement with Gold Ventures 2008 and Flat Holdings. The Gold Resource Partners Merger Agreement has also been extended to December 31, 2009, to provide all parties time to consummate
the restructuring.





Item 6. Exhibits.





Incorporated by referenceExhibit
Number
Exhibit Description
Filed
herewith
Form
Period
ending
Exhibit
Filing date2.1
Agreement and Plan of Merger between Minatura Gold, Inc., Boatatopia Sub Corp and Gold Resource Partners, LLC, dated June 17, 2009

8-K

2.1
6/23/092.2
Membership Purchase Agreement between Minatura Gold, Gold Venture 2008, LLC and Flat Holdings, LLC, dated June 12, 2009

8-K

2.2
7/28/093(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)
3/30/0910.1
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
4/01/09


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Incorporated by referenceExhibit
Number
Exhibit Description
Filed
herewith
Form
Period
ending
Exhibit
Filing date10.4
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
X99.1
Press Release announcing the execution of a definitive agreement for gold mining acquisition dated June 12, 2009

8-K

99.1
6/23/0999.2
Press Release announcing the change in officers and directors dated June 30, 2009

8-K

99.2
7/01/0999.3
Press Release announcing the execution of a membership purchase agreement dated July 22, 2009

8-K

99.2
7/28/0999.4
Press Release announcing approval for listing in Mergent Manual and News Report dated September 4, 2009

8-K

99.4
9/04/0999.5
Press Release announcing new auditor dated October 9, 2009

8-K

99.5
10/21/09





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/ Paul Dias


Paul Dias, Chief Executive Officer


(On behalf of the registrant and as


principal financial officer)





Date: November 18, 2009





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