UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, ~~2008~~ 2009

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

Commission file number: 001-34070

~~BOATATOPIA~~MINATURA GOLD

(Exact name of registrant as specified in its charter)

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

2514 Via De Pallon Circle
2831 St. Rose Pkwy, #265, Henderson, NV		89052
Henderson, Nevada		89074
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (~~702~~775) ~~866~~ 980-~~5835~~1490

Copies of Communications to:

Stoecklein Law Group

402 West Broadway

Suite 690

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-1325

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

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

Common Stock, $0.001 par value

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

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined ~~to Section~~in 13Rule or405 ~~Section 15(d)~~ of the Securities Act. ~~Yes ¨ No x~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ¨ No ¨x

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K (§229.405)~~ is not ~~contained~~required ~~herein,~~to ~~and~~file ~~will~~reports ~~not~~pursuant ~~be contained,~~ to ~~the~~ ~~best~~Section of13 ~~registrant's knowledge, in definitive proxy~~ or ~~information statements~~Section ~~incorporated~~15(d) ~~by reference in Part III~~ of ~~this~~the ~~Form 10-K or any amendment to this Form 10-K~~Act. ¨

Yes ¨ No x

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

Large accelerated filer ¨	Accelerated filer ¨

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

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

No Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, ~~2008~~ 2009 (the last business day of the registrant's most recently completed second fiscal quarter) was $4537,~~000~~642,410 based on a share value of $05.~~10; however subsequent to the year ended December 31, 2008 the Company effectuated a 10:1 forward split, which the amount shown above does not reflect this transaction~~85.

The number of shares of Common Stock, $0.001 par value, outstanding on ~~March~~April 91, ~~2009~~ 2010 was 1417,~~000~~110,~~000~~066 shares, which includes 2,600 shares authorized but unissued.

~~BOATATOPIA~~DOCUMENTS INCORPORATED BY REFERENCE: None.

~~FOR THE FISCAL YEAR ENDED~~2

~~DECEMBER 31,~~MINATURA ~~2008~~GOLD

~~Index to~~FOR ~~Report~~THE YEAR ENDED

~~on Form~~DECEMBER ~~10-K~~31, 2009

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

Index to Report on Form 10-K

FORWARD-LOOKING STATEMENTS

PART I		Page

Item 1.	Business	2
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	28
Item 4.	Submission of Matters to a Vote of Security Holders	29

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 8.	Financial Statements and Supplementary Data	39
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	39
Item 9A (T).	Controls and Procedures	40
Item 9B.	Other Information	40

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	40
Item 11.	Executive Compensation	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44
Item 13.	Certain Relationships and Related Transactions, and Director Independence	46
Item 14.	Principal Accounting Fees and Services	47

PART IV

Item 15.	Exhibits, Financial Statement Schedules	48

SIGNATURES		49
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		50

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.3

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

~~Although we~~This ~~believe~~report ~~the~~contains ~~expectations~~forward-looking ~~reflected~~statements that involve risks and uncertainties. The statements contained in ~~any~~this ofreport ~~our~~that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used ~~are~~in ~~reasonable~~this report, ~~actual~~the ~~results~~words ~~could~~“plan”, ~~differ~~“target”, ~~materially~~“anticipate”, ~~from~~“believe”, ~~those~~“estimate”, ~~projected~~“intend” ~~or assumed~~and in“expect” ~~any~~and ofsimilar ~~our~~expressions are intended to identify such forward-looking statements. ~~Our~~Such forward-looking statements include, without limitation, the statements regarding the Company’s strategy, future ~~financial~~ ~~condition~~plans for production, future expenses and ~~results~~costs, offuture ~~operations~~liquidity and capital resources, asand ~~well~~estimates asof ~~any~~mineralized material. All forward-looking statements, in this report are ~~subject~~based upon information available to ~~change~~the Company on the date of this report, and ~~inherent~~the company assumes no obligation to update any such forward-looking statements. Forward looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. The ~~factors~~Company’s ~~impacting~~actual ~~these~~results ~~risks~~could ~~and~~differ ~~uncertainties~~materially from those discussed in this report. Factors that could cause or contribute to such differences include, but are not limited to:, those discussed in the “Item 1A. Risk Factors” section of this Form 10-K.

~~· our current lack of working capital;~~GLOSSARY

· inability to raise additional financing;

Doré:	Unrefined gold and silver bars usually containing more than 90% precious metal.
Mineralized Material:	Minerals or any mass of host rock in which minerals of potential commercial value occur.
Ore or Ore Deposit:	Rocks that contain economic amounts of minerals in them and that are expected to be profitably mined.
Placer:	An alluvial or glacial deposit containing particles of gold or other valuable minerals.
Tailings:	Finely ground particles of ore deposited as waste after processing by a mill or smelter.
Vein:	An opening, fissure, or crack in rock, containing mineralized material.

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

· deterioration in general or regional economic conditions;

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

· inability to efficiently manage our operations;

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

· the unavailability of funds for capital expenditures.

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

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

AVAILABLE INFORMATION

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

PART I

ITEM 1. BUSINESS

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

~~Boatatopia is~~The aAsset ~~development~~Purchase ~~stage~~Agreement ~~company~~and ~~incorporated~~Securities inPurchase ~~the~~Agreement ~~State~~are ofcollectively ~~Nevada~~referred into ~~January~~as ~~of 2007.~~the We“Restructured ~~were~~Transactions”. ~~formed~~As toa ~~engage~~result inof the ~~business~~closing of ~~marketing~~the ofRestructured ~~boats~~Transactions, ~~and boating products and services through~~ our ~~online~~sole ~~website~~focus ~~(www.Boatatopia.com), in~~has abeen ~~format~~redirected ~~similar~~ to ~~classified~~the ~~advertising. In~~gold ~~February~~mining ofindustry ~~2008~~in ~~we completed~~Colombia. ~~our~~The ~~public~~information ~~offering~~set ~~wherein~~forth weherein ~~raised~~is ~~$55,000~~only a tosummary beof ~~utilized to commence~~ our business ~~operations~~plans.

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

~~In recent~~Minatura ~~months~~Gold was formed as a ~~result~~Nevada ofcorporation ~~the~~in ~~recent~~January ~~financial~~2007. ~~market~~In ~~meltdown,~~March weof ~~attempted to~~2009, ~~pursue~~the anCompany ~~entirely~~changed ~~different~~its ~~business~~name ~~plan~~from ~~through~~Boatatopia ato ~~merger~~Minatura ~~with V2P Communications, Inc~~Gold., ~~(“V2P”).~~ We ~~believed~~entered ~~that~~into ~~the~~merger ~~current~~and ~~negative~~acquisition ~~market impact~~agreements onwith ~~discretionary~~the ~~spending~~following ~~areas~~affiliated ~~such~~companies asthat ~~acquiring~~are ~~boating~~owned ~~related purchases~~and ~~would~~controlled beby an ~~extremely~~officer ~~difficult~~of ~~industry~~the toCompany: ~~develop~~Gold ~~our~~Resource ~~current business~~Partners, ~~plan.~~LLC ~~Therefore~~(“GRP”), Gold weVentures ~~attempted~~2008 to(“GV”) ~~pursue~~and ~~other~~Flat ~~business opportunities~~Holdings, ~~such~~ asLLC ~~the~~(“Flat”) ~~Merger~~during ~~with~~June ~~V2P,~~of ~~which~~2009 ~~had~~(the an“Original ~~established~~Acquisition ~~Internet related advertising methodology~~Agreements”). ~~However,~~As as a result of the ~~recent~~Original ~~inability~~Acquisition ~~of V2P to complete the merger with us~~Agreements, we ~~will~~made ~~continue~~net toadvances ~~seek~~of ~~other ventures which may be sustainable in the current economic crisis~~$1.2 ~~Until~~million ~~we enter into a transaction with another viable entity, we will continue~~ to ~~sustain~~GRP ~~ourselves~~and ~~through continuing~~$1.2 ~~with~~million ~~our current attempt~~ to ~~build~~GV ~~Boatatopia~~during ~~into~~the anmonths ~~Internet~~of ~~Boat Classified~~June-December ~~Marketplace~~of in2009 ~~addition~~(the to“Grid ~~a comprehensive consumer information website~~Notes”). ~~Our principal goal~~

As a result of input from Colombian counsel, Colombian accountants, U.S. tax counsel, and U.S. securities counsel, the parties to the above referenced transactions restructured the nature of the transactions as described in the Original Acquisition Agreements, 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.

The owners of GRP, GV, Flat and other affiliated parties formed Minatura International LLC, a Delaware limited liability company (“MINTL”) and have contributed their ownership of GRP and GV to MINTL, and concurrent therewith, MINTL assumed the collective obligations under the Grid Notes. In September 2009, the Company formed Minatura Colombia S.A.S. (“MCOL”), a Colombian company which is a wholly-owned subsidiary. As of November 24, 2009, the Original Acquisition Agreements were terminated and replaced with the MINTL Securities Purchase Agreement and the MCOL Asset Purchase Agreement (the “Restructured Transactions”).

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

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

2Effective December 31, 2009, MCOL completed the acquisition of Colombian mining concessions located in the departments of Antioquia, Bolivar, Caldas and Cordoba which include 21 awarded mining contracts which currently cover approximately 70,410 acres of mining property (the “Concessions”). All the Concessions were ~~Develop~~acquired ~~and~~from ~~implement~~Proyecto Coco Hondo S.A.S. (“Coco Hondo”) in the Restructured Transactions. Coco Hondo is a ~~marketing~~ ~~plan~~Colombian –company ~~Once~~and wewholly-owned ~~expand~~by ~~our~~MINTL. The ~~presence~~Concessions oninclude the ~~Internet~~1,775 ~~through~~acre alluvial gold mining exploration project in Zaragoza, Antioquia (near El Bagre) (the “Zaragoza Project”) and the 1,517 acre hard rock Anorí Project in Anorí, Antioquia (the “Anorí Project”). MCOL assumed approximately $2.2 million in liabilities from ~~enhancement~~Coco Hondo and expects to pay Coco Hondo approximately $5.9 million based on the delivery of ~~our~~bills ~~website~~of sale for the assigned assets. The first bill of sale was executed and delivered on December 31, we2009 ~~intend~~and included all the Concessions and all the assets relating to ~~devote~~the ~~our~~Zaragoza ~~efforts~~Project. MCOL paid Coco Hondo $3.3 million on January 25, 2010 relating to ~~developing~~such bill of sale. The remaining assets, primarily those relating to the San Pablo Gold Mine and including one additional awarded mining contract, will be subject ~~implementing~~to a ~~plan~~final tobill ~~market~~of ~~our~~sale ~~services~~for approximately $2.6 million anticipated to ~~individuals~~be ~~and~~delivered ~~businesses.~~in ~~In order~~the second quarter of 2010 when Coco Hondo is expected to ~~promote~~deliver ~~our~~sufficient ~~company~~financial statements for such assets that will satisfy the Securities and ~~attract~~Exchange ~~customers,~~Commission we(“SEC”) ~~may~~public ~~advertise~~reporting ~~via~~requirements for the ~~Internet~~ inCompany. The actual amount of the ~~form~~final bill of ~~banner~~sale ~~ads,~~will ~~link~~be ~~sharing~~subject ~~programs~~to ~~and~~change ~~search~~based ~~engine placements~~on the audited net book value of the covered assets as of the date of transfer.

~~3. Develop~~As ~~and implement~~ a ~~comprehensive~~ ~~consumer~~result ~~information~~of ~~website~~the –closing Inof ~~addition~~the toRestructured ~~providing~~Transactions, ~~a consumer~~MCOL ~~(buyers~~owns ~~and~~mining ~~sellers)~~concessions ~~and~~in ~~trade~~Colombia ~~(dealers~~ and ~~manufacturers)~~is aactively ~~boat classified~~exploring ~~marketplace,~~some weof ~~are~~the ~~seeking~~concessions. See “Item to2. ~~develop~~Properties” afor ~~consumer~~more information ~~website~~about our properties. ~~This~~We ~~consumer~~also ~~information~~entered ~~website~~into isagreements ~~intended~~with toSonicSampDrill ~~let~~B.V. ~~shoppers~~(Netherlands) ~~research the~~and ~~most~~Sonic ~~detailed~~Sampling ~~boat~~& ~~information~~Supply ~~including~~(California) ~~buying~~to ~~and~~provide ~~selling~~two ~~tips,~~CRS-V ~~boat reviews,~~crawling ~~boat~~drilling ~~pricing~~units, tooling and ~~safety~~support ~~information,~~equipment ~~finance,~~together ~~insurance~~with ~~and~~trained ~~warranty programs,~~crews asto ~~well~~provide asdrilling, ~~tools~~sampling ~~for~~and ~~comparing~~training ~~boats~~services ~~side~~for bythe ~~side~~Zaragoza Project.

~~Boatatopia commenced~~The ~~listing~~drilling ~~boats~~program in ~~January~~the Zaragoza Project is being conducted as part of ~~2007~~the preparation of an independent NI 43-101 compliant mineral resource estimate and also an independent SEC Industry Guide 7 report (the “Technical Reports”). The Company engaged Watts, Griffis and asMcOuat aLimited ~~result~~to ofprepare ~~its~~and ~~recent~~complete ~~commencement~~the Technical Reports together with Mr. John A. Rae, P.Geo who will be operating as the Company’s qualified person under NI 43-101. The drilling program is being carried out under Mr. Rae’s supervision. The first hole of ~~business~~the ~~activities~~anticipated ~~has~~fifty-hole ~~limited~~drilling ~~start~~program was drilled and completed on February 26, 2010. To complete the drilling program, MGOL will be using two churn drills, two SonicSampDrill CRS-upV ~~operations~~drilling units with crawlers, and is under contract with SonicSampDrill ~~generated~~to noprovide ~~revenues~~four additional drill masters to operate the CRS-V units. The ~~Our~~areas ~~operations~~in the Zaragoza Project were dredged by the Pato Gold Dredging Company in the 1950’s with an estimated 700,000 toounces ~~date~~of gold recovered. Based on the historical records of Pato, ~~have~~the ~~been~~recent ~~devoted~~sampling ~~primarily~~by MGOL and the inefficient gravity recovery systems of the dredges used by Pato, it is anticipated that a significant amount of the gold remains to ~~startup~~ be recovered. The Company intends to install and operate ~~development~~a ~~activities~~bulk sampling plant to test the upper, coarse gravel in the tailings above the water table. The Company expects the plant to be operational in 2010.

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

Current Business Operations

Online Boating Website

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

~~foreclosures~~On December 21, ~~are~~ ~~brought~~2009, ~~together~~we inentered into an ~~efficient~~Addendum ~~format~~ to ~~browse,~~the ~~buy~~Securities ~~and~~Purchase ~~sell~~Agreement ~~boats~~dated toNovember ~~a distinct~~24, ~~and~~2009 ~~focused~~(the ~~customer.~~“SPA”) ~~The~~with ~~boat~~Minatura ~~classified~~International ~~marketplace~~LLC ~~being~~(“MINTL”), ~~developed by~~a usDelaware ~~will~~limited beliability ~~designed~~company. Pursuant to ~~give~~the ~~boat~~SPA, ~~shoppers~~we ~~and~~authorized ~~sellers~~the ~~more~~sale ~~control~~to ~~over~~MINTL of 10,675,466 shares (the ~~entire~~ ~~process~~“Shares”) of ~~buying~~our restricted common stock in exchange for $3,800,000. Additionally and ~~selling~~pursuant ~~boats~~to bythe ~~providing~~SPA, ~~detailed~~MINTL ~~information~~agreed to ~~make~~ andeliver ~~informed~~to ~~buying~~us or100% ~~selling~~of ~~decision.~~the ~~Upon~~issued ~~enhancement~~and outstanding shares of ~~our~~Minatura ~~website~~Nevada, ~~Boatatopia~~ ~~intends~~Corp. to(“Minatura ~~have~~Nevada”), a ~~website~~Nevada ~~which~~corporation. ~~will~~Subsequently, bethe aparties ~~fully~~agreed ~~automated,~~to ~~topically arranged,~~amend ~~intuitive,~~the ~~and~~SPA ~~easy-~~to~~-use~~ ~~service~~reflect that ~~supports~~Minatura aNevada ~~buying~~is being removed as any part of the SPA. Additionally and ~~selling experience~~pursuant to the Addendum, in ~~which~~consideration ~~sellers~~of ~~list~~a ~~boats~~payment ~~for~~of ~~sale~~$10,000, ~~and~~we ~~buyers~~have ~~provide~~been ~~offers~~granted onan option to purchase 100% of the outstanding shares ~~boats~~of Minatura Nevada upon certain terms and conditions included in athe ~~fixed-price~~Addendum. At ~~format~~present, MGOL has no intention to exercise its option to purchase Minatura Nevada. The SPA transaction closed on December 31, 2009.

~~One stop~~With ~~at Boatatopia.com is intended to let shoppers of boats research online before making~~ the ~~actual~~dramatic ~~purchase.~~improvement Wein ~~are planning~~ the ~~expansion~~political ~~of our website,~~ and ~~shopping~~economic ~~experience~~climate toin ~~let~~Colombia ~~shoppers research detailed boat information including buying~~ and ~~selling~~the ~~tips,~~recent ~~boat~~influx ~~reviews,~~of ~~boat~~foreign ~~mechanical~~investment ~~issues,~~and ~~boat getaways~~activities, ~~marinas,~~management ~~boat~~feels ~~pricing~~that ~~and~~the ~~safety~~political ~~information, finance, insurance~~ and ~~warranty~~ ~~programs,~~socioeconomic asenvironment ~~well~~are assufficiently ~~tools~~secure ~~for~~to ~~comparing~~now ~~boats~~deploy ~~side~~substantial bycapital ~~side.~~towards ~~Consumers will~~exploring bethe ~~able~~Concessions, toproving ~~list~~out athe ~~used~~gold ~~boat~~reserves onand ~~Boatatopia.com, making it available to a~~commencing ~~potentially~~mining ~~large~~operations ~~online~~at the ~~audience~~Zaragoza ofProject ~~boat~~in ~~buyers~~2010. We ~~intend~~Many ~~our website~~major toand ~~allow~~junior ~~consumers~~mining tocompanies ~~effectively~~are ~~navigate~~commencing ato ~~large~~deploy ~~database~~substantial ofcapital ~~used boat listings~~ in ~~the~~Colombia ~~United~~as ~~States,~~they ~~thereby~~have ~~optimizing~~come ~~their ability~~ to ~~find~~ the ~~boat of~~same ~~their choice in their chosen geographic area~~conclusion.

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

~~Furthermore~~As a result of the Original Acquisition Agreements, we ~~intend~~accepted tothe ~~provide~~resignation ~~significant~~of ~~benefits~~our toprior ~~dealers~~sole officer and director and on June 24, ~~private~~2009 ~~sellers~~appointed Paul R. Dias and ~~other industry~~William ~~participants~~F. byMcVey ~~enabling~~Sr. ~~them~~as tothe ~~advertise~~Directors, ~~interact~~ and ~~transact~~the ~~with~~new Board of Directors elected Mr. Dias as Chief Executive Officer, Juan David ~~what~~Perez weas ~~believe~~President, isand aMr. ~~significant~~McVey ~~online~~as ~~consumer~~Secretary ~~audience~~and ~~related~~Treasurer. toIn January 2010, MGOL appointed Tod M. Turley as Chief Operating Officer. In March 2010, Mr. McVey resigned as a Director and the ~~used boat~~Board ~~market~~of Directors appointed Mr. Turley as Secretary, Treasurer and a Director of the Company.

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

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

(References and descriptions under this Gold section are sourced from the World Gold Council and GFMS Ltd., www.gold.org).

Products and Marketing Channels

Once gold is produced by mining operations it will be processed to a saleable form at various precious metals refineries as gold Dore or refined further. Once refined – generally large bars weighing approximately 12.5 kilograms (approximately 27.5 pounds) and containing 99.5% gold, or smaller bars weighing 1.0 kilograms or less with a gold content of 99.5% and above – the metal will be sold either through the refineries’ channels or directly to bullion banks and the proceeds paid to the company.

Bullion banks are registered commercial banks that deal in gold. They participate in the gold market by buying and selling gold and distribute physical gold bullion bought from mining companies and refineries to physical off take markets worldwide. Bullion banks hold consignment stocks in all major physical markets and finance these consignment stocks from the margins charged by them to physical buyers, over and above the amounts paid by such banks to mining companies for the gold.

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

~~Inefficiencies~~Gold price movements are largely driven by macro-economic factors such as expectations of inflation, currency fluctuations, interest rate changes or global or regional political events that are anticipated to impact on the world economy. Gold has played a role historically as a store of value in times of ~~Traditional~~price ~~Used~~inflation ~~Boat~~and ~~Buying~~economic uncertainty. This factor, together with the presence of significant gold holdings above ground, tends to dampen the impact of supply/demand fundamentals on the market. Trade in physical gold is, however, still important in determining a price floor, and ~~Selling~~physical ~~Methods~~gold, either in the form of bars or high-caratage jewelry, is still a major investment vehicle in the emerging markets of India, China and the Middle East.

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

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

~~Industry~~Physical gold demand is dominated by the jewelry industry and the investment sector, which together account for almost 90% of total demand. The balance of gold supply is used in dentistry, electronics and medals. While the quantity of gold used in jewelry consumption has decreased ~~Background~~over the last decade, the investment market has largely taken up available supply. Investment in physical gold includes bar hoarding, coins, medals and other retail investment instruments as well as exchanges traded funds (“ETFs”), which have, since their inception in 2002, become well established as a vehicle for both retail and institutional investors and are now the sixth largest holders of gold, after the major central banks and the International Monetary Fund (“IMF”).

~~Because of~~Newly-mined ~~the~~gold ~~size~~is ~~and~~not ~~fragmented nature of~~ the ~~used~~only ~~boat~~source ~~industry~~of ~~and~~physical ~~its~~gold ~~reliance~~onto on the ~~exchange of information~~market, ~~the~~and ~~Internet~~in ~~provides~~fact anaccounts ~~efficient platform~~ for ~~dealers~~ tojust ~~aggregate~~over ~~and~~60% ~~disseminate~~of ~~information~~supply. toDue ~~consumers as well as~~ to ~~expose~~ ~~both~~its ~~consumers~~high ~~and~~value, ~~dealers~~gold tois anrarely ~~extensive~~destroyed ~~range of buying~~ and ~~selling opportunities.~~some ~~Compared with traditional media~~161,000 ~~the~~tons ~~Internet~~of ~~provides significant~~gold ~~advantages~~(approximately to65 ~~dealers~~years ~~and private sellers~~ of ~~used~~new ~~boats~~mine insupply ~~that~~at ~~they have~~current ~~the~~levels) ~~ability~~is estimated to ~~target~~exist ~~local buyers more cost-effectively, differentiate~~in ~~their products and services more effectively and expand~~ the ~~size~~form of ~~their~~jewelry, ~~market to~~official ~~reach~~sector ~~potential~~gold ~~consumers~~holdings ~~beyond~~(central ~~their~~bank ~~normal~~reserves) ~~trading~~and ~~area~~private investment.

In 2008, gold was supplied onto the market from newly-mined production (2,385 tons), sales of gold by central banks (485 tons) as well as from sales of scrap gold (977 tons), largely from the jewelry trade.

Gold Demand by Sector

Jewelry demand

Geographically, just less than 80% of gold jewelry demand now originates in emerging markets, in comparison to 64% a decade ago. The major markets for gold jewelry are India, China, the Middle East and the United States. The Russian market has also seen recent strong growth, and was the sixth largest single market for gold jewelry in 2008, with demand at just under 100 tons.

~~We believe~~In ~~that consumers are increasingly using~~ the ~~Internet~~economies ~~when making purchase decisions because~~ of ~~the~~India ~~inadequacy~~and ofother ~~available~~surrounding ~~information~~countries, ~~from~~gold ~~other~~jewelry ~~sources and~~is ~~the~~purchased ~~convenience~~as ~~of searching~~ a ~~database~~quasi-investment ofproduct. ~~aggregated~~High-caratage ~~information~~jewelry ~~from~~is ~~the privacy~~sold ofat ~~their~~a ~~home~~relatively orsmall ~~office.~~margin ~~While~~to the ~~Internet~~spot ~~substantially~~gold ~~increases the amount of information available for researching and evaluating boating purchasing decisions and choices~~price, ~~this~~which ~~information~~ is ~~often~~generally ~~not~~transparent ~~aggregated~~to atthe ~~a central~~consumer, ~~organized~~and ~~source.~~is Totherefore ~~date,~~easily ~~we believe that other boating~~re-~~related websites~~sold ~~that have attempted~~ to ~~capitalize~~jewelers or onbullion ~~this~~traders ~~market~~when ~~opportunity~~cash ~~have~~is ~~only recently~~required ~~aggregated~~or awhen ~~broad~~the ~~and~~jewelry ~~extensive~~is ~~participation~~out of ~~used~~date ~~boat dealers, private sellers~~ and ~~other~~needs ~~industry~~to ~~participants;~~be ~~however, with only a minimal focus on the boat~~refashioned.

~~The Boatatopia~~Top ~~Solution~~Jewelry Markets in 2008

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

Country	Tons
India	470
China	327
United States (U.S.)	179
Turkey	153
Saudi Arabia	109
Russia	96
Other	804
Global total	2,138

~~Principal~~India ~~Products~~accounts for more than 20% of global gold jewelry demand and is by far the largest market for gold in jewelry. It also accounted for more than 20% of identifiable investment demand in the sector in 2008. Total bullion imports to India, though they may fluctuate significantly according ~~Services~~to price movements during the year, have risen steadily over the last decade.

~~We intend~~The tocharacteristics ~~offer~~of ~~consumers~~the agold ~~"one-stop"~~market ~~shopping~~in ~~website~~the ~~with~~Middle ~~all~~East ofare similar, although an important difference is the ~~information~~ ~~and~~exceptionally ~~tools~~high aper ~~consumer~~capita ~~needs~~ownership toof ~~cover~~gold ~~each~~in ~~step~~some of the ~~used~~countries ~~boat~~of that region. In the United Arab Emirates, for example, consumption per capita is some 30 times that in ~~shopping~~the U.S. or ~~selling~~the ~~process~~United Kingdom and some 50 times higher than in India.

~~Our proposed~~The ~~website~~Middle ~~will~~Eastern ~~make~~market ~~the~~accounted ~~boat~~for ~~search,~~over ~~selection~~300 ~~and~~tons ~~listing process easy by providing a searchable database~~ of ~~boat~~gold ~~listings,~~demand ain ~~user-friendly~~2008 ~~online~~or ~~used boat~~approximately ~~listing~~15% ~~form~~of ~~and~~the ~~access~~global tototal. anTurkey, ~~auction-style~~Saudi ~~website~~Arabia and athe ~~new~~United ~~boat~~Arab ~~website. More~~Emirates ~~specifically,~~are wethe ~~intend~~largest ~~to provide~~ consumers ~~with~~within ~~the~~this ~~following services:~~market.

·In ~~Searchable~~China, ~~Used~~approximately ~~Boat~~80% ~~Listings.~~of ~~Search~~gold ~~our~~is ~~listings~~sold ~~database~~in bythe ~~make,~~form ~~model,~~of ~~year~~high caratage jewelry which is easily traded, ~~price~~similarly ~~and~~to ~~geographic~~the ~~location~~Indian and ~~obtain~~Middle ~~contact~~Eastern ~~information~~markets. ~~such~~The asbalance ~~e-mail~~of ~~addresses~~gold in China is sold in the form of 18 carat jewelry. Although introduced to the market only in 2002, ~~telephone~~sales ~~numbers~~in ~~and~~this category ~~maps~~of ~~with~~jewelry ~~directions~~have grown quickly due to its appeal to a rapidly-growing market segment of young, independent urban women.

·An ~~Searchable~~important ~~Online~~feature ~~Boat~~of ~~Auction.~~the ~~Generate~~Chinese anmarket ~~online~~in ~~boat~~recent ~~auction~~years ~~specifically~~has ~~for~~been the ~~banks~~relatively stable nature of gold demand, particularly in comparison to ~~liquidate~~the ~~boats~~Indian ~~obtained~~and ~~via~~Middle ~~credit~~Eastern ~~default~~markets, ~~obligations~~where volatility typically causes price-sensitive consumers to hold back on jewelry purchases.

·The ~~"Sell~~U.S. amarket ~~Boat"~~accounted ~~Service~~for approximately 180 tons of jewelry demand in 2008, just over 8% of the global total. ~~List~~Gold ain ~~used~~the ~~boat~~U.S. onis ~~our~~purchased ~~website~~largely atas ~~minimal~~an ~~cost~~adornment product and purchase decisions are dictated by ~~completing~~fashion ~~our~~rather ~~online~~than ~~form~~the desire to buy gold as an investment. The intrinsic value of gold as a store of value does still, however, play a role in the purchase decision process.

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

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

oAs ~~Boat~~well ~~Reviews~~as ~~and~~holdings ~~Comparisons.~~in ~~Review~~ETFs, ~~boating~~which ~~content~~have ~~materials~~become ~~from~~a ~~such~~well-recognized ~~leading~~investment ~~content~~vehicle ~~providers~~for ~~as Sea Magazine~~gold, ~~Powerboat~~primarily ~~Magazine,~~in ~~Sailing~~the ~~Magazine,~~U.S. ~~Yachting~~and ~~World~~European markets, Gophysical ~~Boating,~~gold ~~and~~investment ~~Showboats~~takes ~~International~~the ~~and~~form ~~Consumer's~~of ~~Digest~~bar tohoarding ~~find~~(primarily ~~boat~~in ~~reviews~~India and ~~buying~~in China) and ~~selling~~official ~~tips~~coins (for which the largest market is Turkey).

oPhysical ~~Pricing~~investment ~~Guides.~~demand ~~Obtain~~has ~~used~~grown ~~boat~~significantly ~~pricing~~since ~~information~~2003, when it stood at just less than 300 tons, to ~~learn~~levels ~~what~~of ~~price~~approximately 770 tons in 2008. Over the ~~consumer~~course ~~should~~of ~~pay~~2008, ~~for~~demand aincreased ~~used~~in ~~boat~~all orof ~~what~~the ~~price~~various retail investment categories, and particularly in ETFs. Holdings in the ~~consumer~~latter increased ~~should~~from ~~ask~~28 ~~for~~million ~~his~~ounces or(approximately ~~her~~870 ~~used~~tons) ~~boat~~to 38 million ounces (approximately 1,180 tons), an increase of 36% over the year.

~~Additionally~~This significant increase in ETF holdings, we ~~intend~~which tohas ~~offer~~continued ~~other~~post ~~industry~~year-end, ~~participants~~reflects growing concern over the ~~following~~global ~~services~~financial onsystem ~~our website:~~and a flight to gold as a ‘safe-haven’ asset.

·Industrial ~~E-Commerce. We intend to provide boat transportation companies, finance companies, insurance companies, manufacturers~~ and other vendors of boating products and services the ability to reach purchase-minded, or service minded consumers on our website in order to capture sales opportunities for which we receive commissions and advertising fees. More specifically, we intend to provide the following services:sectors

oThe ~~Financing.~~largest ~~Offer~~industrial ~~financing~~use ~~products~~of ~~and~~gold ~~information.~~is ~~For~~in ~~example~~electronics, weas ~~intend~~plating toor ~~establish~~bonding ~~financing~~wire. ~~alliances~~In line with ~~lenders~~the ~~such~~growth asin ~~SunTrust~~the ~~Marine,~~use ~~Key~~of ~~Bank~~personal computers and ~~BoatGuyz.com.~~other Weelectronic ~~have~~instruments ~~not~~globally, ~~made~~the ~~contact~~use ~~with~~of ~~these~~gold ~~product~~in ~~vendors~~this atsector has also increased, averaging a growth rate of over 9% in the five-year period from 2002-2007. The overall quantity of gold used in this ~~time;~~sector, however, ~~have~~remains ~~reviewed~~small, ~~some~~at ofonly ~~their~~11% ~~boat~~of ~~loan~~total ~~parameters~~demand.

oDemand ~~Insurance.~~for ~~Offer~~gold ~~insurance~~for ~~product~~dentistry ~~and~~purposes ~~information.~~continues ~~For~~to ~~example~~decline, wehowever ~~intend~~this toconstitutes ~~set~~only upa ansmall ~~alliance~~portion ~~for~~of ~~insurance~~total ~~providers~~demand, ~~such~~less asthan ~~Progressive~~2% ~~Boat~~of ~~Loans who can provide access to an agent in~~ the ~~consumer's~~global ~~area who can answer the consumer's insurance questions and United Marine Underwriters to provide direct insurance quotes~~total. ~~We have not made contacts with these insurance companies at this time.~~

~~Distribution~~Central ~~Methods~~bank holdings, sales and ~~Marketing~~ purchases

~~Significant~~Gold ~~Benefits~~held toby the official sector, essentially central banks and the International Monetary Fun (IMF), stood at approximately 29,000 tons in 2008. Periodically, central banks buy and sell gold as market participants. Most central bank sales take place under the Central Bank Gold Agreements ~~Dealers~~(“CBGA”) and therefore without any significant impact on the market. The second of these agreements is currently in its fifth and final year (which ends at the end of September 2009). Central bank sales in the fourth year of the agreement, which ended on September 27, 2008, reached only 343 tons, against the quota of 500 tons available under the agreement. Sales in the first quarter of the current year of the agreement reached only 50 tons, and it therefore seems likely, under current circumstances, that the annual CBGA quota will not be reached.

~~If we~~At ~~are~~this ~~able~~time toit ~~structure~~seems ~~our~~likely ~~website~~that the ~~way~~current weCBGA ~~envision~~will be renewed and, that if, any gold sales by the ~~website~~IMF in(as ~~our~~recommended by the IMF’s Eminent Persons’ Committee to support the bank’s financial position) will also take place within the framework of the agreement. The process ~~business~~of ~~plan~~finalizing IMF sales does, ~~then~~however, werequire ~~believe~~U.S. weCongressional ~~will~~approval ~~provide~~and ~~significant~~is ~~benefits~~therefore likely to ~~dealers such~~be ~~as:~~lengthy given the priorities facing the new U.S. administration.

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

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

·The ~~Ability~~process toof ~~Target~~producing ~~Boat~~gold ~~Purchasers.~~can Webe ~~find~~divided ~~the~~into ~~ability~~six tomain ~~target~~phases: ~~specific~~finding ~~dealer~~the ~~listings~~ore ~~and~~body; ~~advertisements~~creating toaccess ~~users by geography and boat year, make, model and pricing will enable our website~~ to ~~match~~the ~~demand~~ore ~~for~~body; ~~and~~removing ~~supply~~the ~~used~~ore ~~boat~~by ~~information~~mining ~~more~~or ~~efficiently~~breaking ~~than~~the ~~any~~ore ~~traditional~~body; ~~distribution~~transporting ~~channel.~~the ~~Upon~~broken ~~our~~material ~~completion~~from ~~of acquiring a proprietary search engine and targeting, tracking and analysis software in~~ the ~~future,~~mining ~~our~~face ~~website is anticipated~~ to bethe ~~able~~plants tofor ~~display~~treatment; ~~and~~processing; ~~monitor dealer listings~~ and ~~advertisements~~refining. ~~that~~This ~~are~~basic ~~most~~process ~~likely~~applies to beboth ofunderground ~~interest to a specific consumer based upon his or her search criteria~~ and ~~zip code~~surface operations. ~~As a result, dealers may experience a level of marketing precision with Boatatopia that is unavailable through traditional newspaper, radio and television advertising.~~

·The ~~Wide~~world’s ~~Range~~principal ofgold ~~Listing~~refineries ~~and Advertising Products. We~~ are ~~also~~based ~~planning~~near onmajor ~~our~~mining ~~website to have targeted listing and advertising products together with~~centers, ~~customer-driven~~or ~~search~~at ~~tools~~major ~~and~~precious ~~functionality~~metals toprocessing ~~facilitate~~centers ~~effective~~worldwide. ~~presentation~~In ~~and~~terms ~~matching~~ of acapacity, ~~dealer's~~the ~~inventory~~largest ~~and~~is ~~services with~~ the ~~desired~~Rand ~~features~~Refinery ~~and~~in ~~criteria~~Germiston, ofSouth ~~prospective buyers~~Africa. In ~~addition~~terms ~~to posting basic used boat listings on our website free~~ of ~~charge~~output, ~~dealers~~the ~~will~~largest beis ~~able~~the toJohnson ~~purchase~~Matthey arefinery ~~wide~~in ~~range~~Salt ofLake ~~online listing and advertising products~~City, ~~including:~~U.S.

-Rather ~~enhanced~~than ~~listings,~~buying ~~which~~the ~~provide~~gold aand ~~more~~then ~~prominent~~selling ~~presentation~~it ofonto athe ~~dealer's~~market ~~boats~~later, ~~similar~~the torefiner ~~bold~~typically ~~listings~~takes ina ~~the~~fee ~~Yellow~~from ~~Pages;~~the miner.

-Once ~~inventory pages~~refined, ~~which~~the ~~enable~~bullion ~~visitors~~bars (with a purity of 99.5% or higher) are sold to ~~view~~bullion adealers ~~dealer's~~who, ~~entire~~in ~~inventory~~turn, trade with jewelry or electronics manufacturers or investors. The role of ~~boats,~~the ~~one~~bullion ~~mouse~~market ~~click~~at ~~from~~the ~~any~~heart ~~one~~of the supply-demand cycle - instead of ~~its~~large ~~boat~~bilateral ~~listings~~contracts onbetween ~~our~~miner ~~website;~~and fabricator - facilitates the free flow of metal and underpins the free market mechanism.

-Competitive ~~website~~Business ~~links,~~Conditions ~~which~~and ~~enable~~Competitive ~~visitors to our website to link through to the dealer's own website;~~Position

-The ~~website~~mineral ~~design~~exploration ~~and~~industry ~~hosting~~is intensively competitive. Many of our competitors have greater financial resources than we do. As a result, ~~which~~we ~~provide~~may ~~dealers~~experience difficulty competing with ~~their~~other ~~own~~businesses ~~prominently~~when ~~listed~~conducting ~~Internet~~mineral ~~address~~exploration activities or in the ~~Boatatopia~~retention of qualified personnel.~~com~~ ~~Dealer~~No ~~Directory~~assurances ~~for~~can ~~maximum~~be ~~exposure~~given ~~and~~that awe ~~searchable~~will ~~used~~be able ~~boat~~to ~~inventory~~compete ~~database;~~effectively.

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

Colombia Area: 1,141,748 sq. km

Population: 45.0 million (July 2008 est.)

Capital city: Bogotá

President, Head of Government Alvaro URIBE Velez (elected May 2002; assumed office August 07, 2002; re-elected May 2006)

History

During the pre-Columbian period, the area now known as Colombia was inhabited by indigenous societies situated at different stages of socio-economic development, ranging from hunters and nomadic farmers to the highly structured Chibchas, who are considered to be one of the most developed indigenous groups in South America.

·The ~~Access~~first topermanent ~~Database~~settlement ofin ~~Consumer~~Colombia ~~Buying~~was ~~Trends.~~at ~~Based~~Santa ~~upon~~Marta, ~~the~~founded ~~design~~by of the ~~software~~Spanish wein ~~are~~1525. ~~reviewing,~~Santa weFe ~~will~~de ~~also~~Bogota bewas ~~able~~founded toin ~~collect,~~1538 ~~filter~~ and, ~~report~~in to1717, ~~dealers~~became ~~usable~~the ~~information~~capital onof the ~~shopping~~Viceroyalty ~~habits~~ of ~~used~~New ~~boat~~Granada, ~~purchasers~~which inincluded awhat ~~dealer's~~are ~~region.~~now ~~Additionally~~Venezuela, weEcuador, ~~would~~and ~~provide~~Panama. ~~dealers~~Bogota ~~with~~was ~~monthly~~one ~~usage~~of ~~tracking~~three ~~reports~~principal ~~with~~administrative ~~information~~centers onof the ~~number~~Spanish ofpossessions in ~~boats~~the ~~listed~~New onWorld. ~~our~~The ~~website~~area bybecame aSpain’s ~~dealer,~~chief ~~the~~source ~~number~~ of ~~times~~gold aand ~~dealer's~~was ~~listings~~exploited ~~are~~for ~~presented~~emeralds ~~on a search results page~~ and ~~the number of leads sent to a dealer to aid dealers in further targeting their product offerings in their markets~~tobacco.

·Full ~~Open,~~independence ~~Non-Exclusive~~was ~~Marketplace.~~proclaimed ~~Our~~in ~~business plan takes into account that we may act as a neutral intermediary that facilitates the interaction and exchange of information between dealers and potential used boat purchasers~~1813, ~~rather than competing with the dealers directly by taking title to used boats~~ and ~~then~~in ~~selling~~1819 the ~~boats~~Republic ~~to users~~ of ~~our~~Greater ~~website.~~Colombia ~~Dealers~~was ~~listing their boats on our website are not precluded from also listing their boats on other websites or through more traditional advertising methods~~formed. AsThe anew ~~result,~~republic weincluded ~~will~~all ~~offer~~the ~~dealers~~territory aof ~~non-exclusive channel to target potential buyers without having to compete with us in~~ the ~~process.~~former ~~Furthermore~~Viceroyalty (Colombia, ~~unlike many of our competitors~~Venezuela, weEcuador ~~would not compel dealers to follow specific marketing rules or policies such as "no haggle prices." By enabling all types of dealers~~ and ~~styles of selling to participate in our open marketplace, we would make it easy for dealers to include Boatatopia in their marketing mix~~Panama).

~~Significant~~Colombia’s ~~Benefits~~history ~~to Consumers~~has been characterized by widespread, violent conflict. Two civil wars resulted from bitter rivalry between the Conservative and Liberal parties: The War of a Thousand Days (1899-1903) claimed an estimated 100,000 lives, and La Violencia (the Violence) (1946-1957) claimed about 300,000 lives.

·The ~~Flexible,~~“Plan ~~Customer-Driven~~Colombia” ~~Search~~program ~~Process.~~was ~~Our~~unveiled website is intended to employ a specialized search engine, which will allow consumers to quickly, conveniently and easily navigate through our listings of used boats to locate boats that match their specific search criteria, including variables such as make, model, price and geographic location. Once a consumer finds the desired boat, the consumer will be provided with the seller's contact information as well as links to a wide range of detailed information about the boat, including specifications, ratings, retail and trade-in ~~values~~1999 ~~and review by boating experts. We are planning the website~~ to ~~also~~combat ~~feature a decision guide software, which will help our users choose the boat that is right for them. By completing a simple "Custom Search" question~~narco-~~and-answer~~terrorism; ~~form,~~spur ~~users~~economic ~~will~~recovery; bestrengthen ~~guided~~democratic toinstitutions ~~boats that match their desires~~ and ~~needs.~~respect Infor ~~addition,~~human ~~the~~rights; ~~website would also enable consumers to review boating-related products~~ and ~~services easily from category to category (e.g. from insurance to finance) without needless backtracking. Moreover, the consumer data captured by our database would enable us to~~ provide ~~customized~~humanitarian ~~advertising~~assistance ~~messages~~ to ~~consumers~~internally ~~that~~displaced ~~may be based, for example, on the category of boat inquiries they have made~~persons.

·Alvaro ~~Convenient~~Uribe, ~~and~~an ~~Efficient Shopping Experience. Our website~~independent, ~~upon~~was ~~completion~~elected ofpresident ~~enhancement,~~in isMay ~~intended~~2002 to(and ~~provide a "one~~re-~~stop"~~elected ~~shopping~~in ~~environment~~May ~~that~~2006) ~~can~~on ~~significantly~~a ~~enhance~~platform ~~the~~to ~~ongoing~~restore ~~relationship~~security ~~between sellers and buyers by allowing consumers~~ to ~~select used boats and obtain boating information conveniently in~~ the ~~privacy of their home or office~~country. ~~The~~Among ~~website~~his ~~will~~promises ~~also~~was ~~create~~to acontinue ~~direct~~to ~~connection~~pursue ~~between~~ the ~~consumer~~broad ~~and~~goals ~~the~~of ~~relevant~~Plan ~~dealer~~Colombia orwithin ~~private seller by providing~~ the ~~consumer~~framework ~~with~~of ~~contact~~a ~~information such as an e~~long-~~mail~~term ~~address,~~security ~~telephone number and map with directions~~strategy. ~~Consumers~~In ~~will~~the befall ~~able~~of ~~to obtain online access~~2002, atUribe noreleased ~~charge,~~a tonational ~~the~~security ~~proposed comprehensive, up-to-date information on our website~~ strategy that ~~they~~employed ~~need to make an informed purchase decision. Information about boat models and options~~political, ~~dealer~~economic ~~costs, safety information, used boat values~~ and ~~reviews~~military ~~and~~means ~~articles~~to ~~from~~weaken ~~such~~all ~~sources~~illegal asnarco-terrorist ~~Sea~~groups. ~~Magazine,~~The ~~Powerboat~~Uribe ~~Magazine,~~government ~~Sailing~~offered ~~Magazine,~~to ~~Yachting~~negotiate ~~World,~~a Gopeace ~~Boating,~~agreement ~~Showboats~~with ~~International~~these ~~and~~groups ~~Robb~~with ~~Report~~the ~~will~~condition bethat ~~collected~~they inagree to a ~~centralized~~unilateral ~~location,~~cease ~~providing~~fire ~~consumers with an objective, convenient~~ and ~~cost-effective means~~ to ~~make~~end ~~informed~~drug ~~purchase~~trafficking ~~decisions~~and kidnapping.

In 2004, the Uribe government established, for the first time in recent Colombian history, a government presence in all of the country’s 1,098 municipalities (county seats). Attacks conducted by illegally armed groups against rural towns decreased by 91% from 2002 to 2005. Between 2002 and 2006, Colombia saw a decrease in homicides by 37%, kidnappings by 78%, terrorist attacks by 63%, and attacks on the country’s infrastructure by 60%. Coca crop eradication and cocaine and heroin interdictions are setting records. Although much attention has been focused on the security aspects of Colombia’s situation, the Uribe government also is making significant efforts on issues such as expanding international trade, supporting alternate means of development, and reforming Colombia’s judicial system.

In January 2007, Colombian leaders presented a new strategy to consolidate and build on progress under Plan Colombia, called the “Strategy to Strengthen Democracy and Social Development.” The new strategy continues successful Plan Colombia programs while putting greater emphasis on consolidation of state presence, including access to social services, and on development through sustainable growth and trade.

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

·Colombia ~~Private~~is ~~Seller~~a ~~Listings.~~free Wemarket ~~will~~economy ~~also~~with ~~serve~~major ~~consumers~~commercial byand ~~enabling~~investment ~~them,~~ties asto ~~private~~the ~~sellers,~~United toStates. ~~list~~Transition ~~their~~from ~~used~~a ~~boats~~highly ~~for~~regulated ~~sale~~economy onhas ~~our~~been ~~website~~underway atfor ~~minimal~~more ~~charge.~~than ~~With~~15 ~~this~~years ~~listing~~with ~~option~~tariff reductions, ~~private~~financial ~~sellers~~deregulation, ~~make~~and ~~their~~privatization ~~listings~~of ~~available~~state-owned toenterprises and adoption of a ~~potentially~~more ~~large~~liberal foreign exchange rate. These policies eased import restrictions and ~~geographically~~opened ~~diverse~~most ~~number~~sectors ofto ~~potential~~foreign ~~buyers~~investment. InForeign ~~addition~~investors are welcomed as technology, ~~private~~management ~~sellers~~expertise, ~~would~~access ~~benefit~~to ~~from~~overseas ~~the~~markets, ~~ability~~and offinance, ~~our~~can ~~website~~be brought to ~~more~~the ~~effectively~~market ~~target~~Colombia’s ~~consumers~~economy inis ~~their~~heavily ~~geographic~~dependent ~~area~~upon ~~than~~its ~~more~~natural ~~traditional~~resources. ~~media~~Main exports include its well known coffee, petroleum and petroleum products, emeralds, fruits, flowers, iron and steel, textiles and apparel.

~~Significant~~Colombia ~~Benefits~~has not suffered any dramatic economic collapses. Prudent fiscal policies are maintained and economic reforms including tax, pension and budget reforms are pursued. The sustained growth of the Colombian economy can be attributed to an increase in domestic security, the policies of keeping inflation low and maintaining a stable ~~Other~~currency ~~Industry~~(the ~~Participants~~Colombian peso), petroleum price increases and an increase in exports to neighboring countries and the United States as a result of trade liberalization. Canada’s Prime Minister, Stephen Harper, visited Colombia in July 2007 to advance closer economic links with Colombia. Free trade negotiations between Canada and Colombia are underway and once agreed upon, is expected to strengthen the relationship between the two countries and boost already strong two-way trade. The economic growth seen in Colombia closely ties to Latin American economic trends:

~~· Vendors of Boating Products and Services~~1. WeForeign ~~anticipate~~direct ~~providing~~investment ~~vendors of boating products and services with access to a large and growing number of purchase-minded consumers who,~~ in ~~many~~Latin ~~instances,~~American ~~may~~countries ~~require~~sharply ~~insurance~~increasing, ~~financing,~~reaching ~~warranties,~~more athan ~~slip~~US$100 orbillion ~~mooring, or other storage area for their boat or other boating products and services. Consumers seeking boating information are also often interested~~ in, or may be specifically researching, information regarding competitive providers for their current boating products and services. Vendors of boating products and services may be able to benefit from the ability of our database and software to direct their advertised products to a targeted consumer audience, which may provide them with a competitive advantage and an opportunity to increase their product sales.2005

~~· National Advertisers~~2. ByThe ~~utilizing~~GDP ~~the~~growth ~~wide range~~ of ~~targeted~~5.9% ~~marketing~~in ~~offerings~~2004 ofand ~~Boatatopia,~~nearly ~~national~~5% ~~advertisers~~annually ~~may~~since, behave ~~able~~performed tobetter ~~gain~~over ~~exposure~~the topast a2 ~~targeted~~years ~~group~~then ofthey ~~boat~~have ~~purchase-minded~~over ~~consumers at~~ the ~~moment~~past ~~when~~20 ~~these~~years, ~~consumers~~surpassing ~~are~~the ~~directly~~average ~~engaged~~for inthe aworld ~~search~~economy for ~~information regarding boating products and services on our website. We intend to establish national advertising accounts with~~ the ~~boating~~first ~~industry, however at this~~ time noin ~~such~~25 ~~contact has been established.~~years

3.	In 2006, Latin America surpassed all other emerging markets with total cross-border deal value representing over US$102.6 billion, an increase of 154% on 2005.

Mining

Mining in Colombia began in the 1500s. Precious metal and stone mining was still carried out in the late 1980s. Gold was the most important metal in terms of short-term revenues. With the discovery and exploitation of large coal and natural gas reserves, the role of mining in the national economy expanded in the late 1980s. Mining and energy related investments have grown because of higher oil prices, increased demand and improved output. Other important metals in Colombia include platinum and silver, as well as been a major producer of emeralds.

Colombia’s impressive gold endowment and high exploration potential is widely recognized, with historic production believed to exceed 120 million ounces. Recent government-led improvements in security, infrastructure, and mining law reform are providing an ever improving environment for foreign investment in mineral exploration and development.

~~Strategy~~Infrastructure

~~Our objective~~Government isefforts to ~~build~~expand ~~and~~mining ~~maintain~~in anColombia ~~online~~were ~~marketplace~~needed ~~for~~to ~~facilitating transactions~~encourage ~~between~~private ~~buyers~~sector ~~and sellers of used boats~~investment. WeThe ~~intend~~government toset ~~accomplish our~~a ~~objective~~policy ~~by offering products and services such as expanded advertising and promotional opportunities, forms~~ of ~~enhanced~~developing ~~listings,~~infrastructure ~~dealer website services~~(roads, ~~additional~~ ~~finance~~electricity, ~~insurance~~ and ~~aftermarket~~communications), ~~services~~providing ~~and~~technical ~~inspection and certification services~~assistance, ~~in addition to tracking where the boat shows are being conducted. We also plan to enhance~~ and ~~expand~~encouraging ~~the~~sound ~~selection~~credit ~~criteria of our customer-driven search tools by allowing searches that include desired boat trim levels, options~~ and ~~colors~~legal topolicies ~~pinpoint even more effectively the used boat of the consumer's choice. We currently do not have the required software~~ to ~~provide for~~minimize ~~the~~problems ~~type~~with ofland ~~searches we anticipate; however, we have commenced the evaluation process~~titling.

~~Additionally, we~~Colombia ~~intend~~has tosince ~~work~~made ~~with~~major ~~leading~~improvements ~~boating content providers~~ to ~~provide~~its ~~consumers with product reviews and editorials, expert advice and comparisons and other information~~infrastructure. WeThe ~~intend~~deregulation toprocess ~~further~~that ~~integrate~~began ~~these~~in ~~content~~the ~~offerings~~early ~~with~~1990’s ~~our search~~emphasized ~~and~~modernizing ~~purchase~~infrastructure ~~functions~~in byspecific ~~deploying~~areas ~~new~~that ~~enhanced~~are ~~versions~~key ~~of our website thereby further establishing ourselves as a comprehensive, independent destination for boating information and encouraging repeat user visits. Additionally, we intend~~ to ~~broaden~~attaining ~~the~~global ~~resources available to consumers by developing relationships with other leading boating content providers~~competitiveness.

~~We believe~~Through ~~that~~joint ~~building~~ventures ~~consumer~~ and ~~dealer~~the ~~awareness~~promotion of ~~the~~small ~~Boatatopia~~mining ~~brand~~companies, ~~and~~ the ~~products~~mining ~~and~~sector ~~services~~can ~~that~~contribute wemore ~~offer is critical~~ to ~~our~~national ~~effort~~employment, toincome, ~~build an Internet marketplace destination for used boat buying~~ and ~~selling and obtaining information regarding boating products and services~~wealth. We intend to focus our consumer marketing efforts primarily on online advertising with selected high traffic Internet portals and websites. Our strategy is to further increase our brand awareness and website traffic through advertising efforts encompassing online advertising methods and appearing at select trade shows for boats.

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

In Colombia, the sub-soils ~~subscription~~are generally owned by the state. The state may authorize private parties to explore and ~~advertising~~develop ~~fees~~mineral ~~from~~deposits ~~dealer~~under ~~services;~~concession contracts. Until 2001, they could also be developed under Exploration and Exploitation Contracts executed with specialized agencies of the state. However, as of 2001, Colombia’s new Mining Code only permits concession contracts, which are awarded by a single entity and are subject to a standard set of conditions.

-The ~~revenue~~concession ~~from~~contract ~~facilitating~~grants ~~boating~~to ~~e-commerce~~a ~~transactions~~concessionaire ~~(such~~the asexclusive ~~financing~~right to carry out the studies, ~~insurance~~works and installations necessary within the given area to establish the existence of minerals and to exploit them according to the principles, ~~warranties~~rules and ~~aftermarket~~criteria ~~products);~~of the accepted techniques of geology and mining engineering. It also covers the right to install and build the equipment, services and works necessary to efficiently exercise the rights set forth in the Colombian Mining Code. The concession contract will be agreed on for a term that the proponent requests, up to a maximum of thirty years. Such term will start from the date the contract is inscribed at the National Mining Register.

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

-Our ~~fees~~properties 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 significant mining operations will have some environmental impact, including land and habitat impact, arising from ~~national~~the ~~advertising~~use ~~programs~~of land for mining and related activities, ~~promotions~~and certain impact on water resources near the project sites, resulting from water use, rock disposal and ~~services~~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.

The Colombian Mining Law 685 of 2001 requires an Environmental Mining Insurance Policy for each concession contract. In addition, this provision states that an Environmental Impact Study has to be presented at the end of the Exploration Phase if the concession is to proceed to the Construction Phase, and that this must be approved and an Environmental License issued before the Exploitation Phase can begin.

~~Technology~~Exploration /activities ~~Intellectual Property~~require an Environmental Management Plan and a Superficial Water Concession.

~~In order~~Exploitation torequires, ~~operate~~in ~~our website~~addition, wean ~~will~~Environmental be required to have a scalable user interface and transaction processing system that is designed around industry standard architectures and externally developed non-proprietary software. The system will be required to maintain operational data records regarding dealersLicense, ~~used~~ ~~boat~~Permit ~~listings~~for ~~and leads generated by our listings and e-commerce partners. The system will also be required to handle other aspects of the used boat shopping process~~Springs, ~~including~~Forest ~~providing~~Use ~~dealer contact information and submitting insurance~~Permit, ~~warranty~~Certificate ~~and~~of ~~finance~~Vehicular ~~inquiries~~Emissions, asEmissions ~~well~~Permit ~~as other inquiries~~ and ~~information,~~ toRiver ~~various~~Course ~~vendors~~Occupation Permit.

The ~~system~~ ~~will~~Principal beMineral ~~required~~Properties toacquired ~~have~~in the ~~capability~~Restructured toTransactions ~~provide~~are ~~dealers,~~described ~~advertisers and~~under ~~vendors~~“Item ~~with online access to information relevant to their business~~2. ~~For example,~~Properties” ~~these vendors should be able to access a Boatatopia extranet (Dealers~~below.~~Boatatopia.com) to manage their used boat inventory by adding, modifying or updating their listings, as well as uploading pictures of used boats.~~

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

~~Competition~~Gold may be freely exported from Colombia subject to a 4.5% gold royalty. The Company will deliver gold for exportation by bonded shipping companies, to be sold on global markets and ~~Market~~to investors. Payment is received on delivery. There is a shortage ~~Overview~~of physical gold in the world. Two major Colombian gold refineries are buying up ore, and there is enormous demand from central banks and investors due to the weak global economy. We anticipate the Colombian refineries will purchase much of our early production. They will either take delivery of our gold Doré at our mine or our security staff will deliver it to them. Responsibility for the gold passes when it is taken into their possession.

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

~~Each of~~Exploration ~~our~~was ~~used~~impeded ~~boat~~for ~~listing~~decades ~~services,~~because ~~boating~~of ~~products~~violence and ~~services~~as ~~and~~much ~~content offerings~~as ~~competes~~40% ~~against~~of athe ~~verity~~country ofhas ~~Internet~~not ~~and~~even ~~offline~~been ~~providers~~geologically mapped. ~~Barriers to~~Neighboring ~~entry~~Peru onhad ~~the~~experienced ~~Internet~~similar ~~are~~setbacks ~~relatively~~and ~~low;~~has ~~however,~~enjoyed ~~most~~growing ~~other~~its ~~websites~~gold doproduction ~~not currently~~from ~~offer~~50 ~~our~~tons ~~proposed~~per ~~unique~~year ~~blend~~to of210 ~~extensive~~tons ~~used~~per ~~boat~~year ~~listings,~~since it became conducive ~~boating~~to ~~products~~investment and ~~services~~exploitation. As ~~and~~there ~~relevant~~is ~~content~~far ~~offerings.~~more Wegold ~~anticipate facing~~in ~~significant~~Colombia ~~competition~~than in ~~the~~Peru, ~~future~~it ~~from~~is ~~new~~reasonable ~~websites~~to project that ~~offer~~Colombia ~~the same~~could ~~emphasis~~expand onfrom ~~used~~its ~~boat~~current ~~listings~~50 ~~and~~ton ~~services~~per ~~and~~year ~~existing~~production ~~websites~~to ~~that introduce~~at ~~competing~~least ~~services~~200 tons per year. These prospects have also inspired interest in gold exploration by international companies including Rio Tinto Plc, Anglo American Plc, BHP Billiton, Xstrata Plc and Greystar Resources Ltd.

Employees

We currently employ 4 full-time employees and 4 consultants in the United States. As a result of the closing of the Restructured Transactions, our wholly-owned subsidiary, MCOL, will assume approximately 25 existing employees in Colombia during the first quarter of 2010 and upon closing of the final bill of sale from the Asset Purchase Agreement we may assume up to 60 more existing employees in Columbia. We plan to hire three to six senior and mid-level executives in the United States and Colombia as well as a number of field engineers and geologists in Colombia. We intend to hire additional full-time employees to fill specific functions in our organization as our operations expand. We will also hire part-time or independent contractors in connection with certain projects in Colombia and the United States.

~~Boating Advertising Media~~Equipment

~~Our used~~We intend ~~boat~~to ~~listing~~use ~~services,~~mining ~~when~~dredges ~~available,~~in ~~will~~most ~~compete against a number~~ of ~~websites~~ ~~that~~our ~~offer~~alluvial ~~both~~mining ~~new~~operations, ~~and~~using ~~used~~bucket boat listings and a number of websites posting electronic classified ads. We will also be competing with traditional media companies such as newspapers (which list used boats in print classified advertisements and online databases)wheel, ~~print~~bucket ~~magazines~~ladder ~~specializing in used boat listings~~ and ~~television~~cutter ~~and~~suction ~~radio~~technology, ~~stations.~~which ~~Many~~are ofefficient ~~these~~for ~~traditional~~the ~~media competitors~~lifting ~~either~~up ~~alone or as part~~ of aheavy ~~consortium~~gold. ~~have~~As ~~established~~the orgold ~~have announced~~comes ~~plans~~out, tothe ~~establish online sites incorporating their classified~~dredges ~~listings,~~also ~~(see~~reclaim ~~Wall~~mercury ~~Street~~that ~~Journal~~remains ~~Article~~in ofthe ~~January 10~~ground, ~~2007~~left ~~entitled, “Newspapers~~over ~~Set~~from tomanual ~~Jointly~~and ~~Sell~~outdated ~~Ads~~mining ~~on Web Site”)~~processes.

~~Content~~Currently we have one dredge in Colombia that was used in a pilot operation. We have hired expert mining dredge engineers to evaluate this dredge and make recommendations as to any required modifications and its highest and best use. We have received their initial findings and are presently reviewing them. Additionally, ~~Offerings~~we are currently in discussions with well known dredging manufacturers to purchase new dredges or reconditioned dredges and other gold recovery equipment.

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

~~We believe~~For ~~that~~our ~~the~~alluvial ~~principal~~exploration ~~competitive~~projects, ~~factors~~we inintend ~~attracting~~to ~~dealers~~utilize a state-of-art SonicSampDrill for exploration. Under optimal conditions, ~~private sellers~~a single trained operator can explore 90 to 180 vertical feet a day in alluvial drilling with this equipment, ~~boating~~which ~~vendors~~will enable us to move ahead faster and reduce ~~advertisers~~exploration ~~should~~costs ~~include:~~by an anticipated 60%.

In December 2009 and January 2010, we entered into agreements with SonicSampDrill B.V. (Netherlands) and Sonic Sampling & Supply (California) to provide two CRS-V acrawling ~~large~~drilling ~~volume~~units, tooling and support equipment together with trained crews to provide drilling, sampling and training services for the Zaragoza Project. The drilling program in Zaragoza is being conducted as part of ~~website~~the ~~consumer~~preparation ~~traffic;~~of a Form 7/NI 43-101 technical report for the Company. We expect the drilling units and accessory equipment to be on site and operational in the second quarter 2010.

-Available ~~an awareness of brand and dealer loyalty;~~Information

-We are subject to the ~~demographics~~informational requirements of ~~boat~~the ~~purchasing~~Securities ~~consumers;~~Exchange Act of 1934, as amended. All of our reports are able to be reviewed through the SEC’s Electronic Data Gathering Analysis and Retrieval System (EDGAR) which is publicly available through the SEC’s website (http://www.sec.gov).

-We intend to furnish to our stockholders annual reports containing financial statements audited by our independent certified public accountants and quarterly reports containing reviewed unaudited interim financial statements for the ~~cost~~first ~~effectiveness~~three-quarters of ~~advertising~~each onfiscal ayear. ~~website~~You may contact the Securities and Exchange Commission at (800) SEC-0330 or you may read and copy any reports, ~~including~~statements or other information that we file with the ~~ability~~Securities toand ~~target~~Exchange ~~advertising~~Commission toat ~~specific~~the ~~audiences.~~Securities and Exchange Commission’s public reference room at the following location:

~~We believe~~Public ~~that~~Reference ~~the principal competitive factors in attracting consumers to our website are:~~Room

-100 ~~breadth~~F. ~~and~~Street, ~~depth of used boat listings;~~N.W.

-Washington, ~~brand~~D.C. ~~awareness and loyalty;~~20549-0405

-Telephone: ~~ease~~(800) ~~of use;~~SEC-0330

- website functionality, responsiveness and information;

- a positive boat shopping experience for the consumer; and

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

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

Personnel

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

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

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

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

ITEM 1A. RISK FACTORS

~~Risks~~In ~~Relating~~the normal course of business, our financial position will routinely be subjected to a variety of risks, including market risks associated with ~~Our Business~~marketing, technology developments, competitive forces, and ~~Marketplace~~government regulatory actions. You should carefully consider the risks and uncertainties described in the sections below. Our actual results could differ materially from projected results due to some or all of the factors discussed below.

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

~~We were incorporated in January of 2007 as a Nevada corporation.~~ As a result of ~~our start-up~~the ~~operations~~completion ~~we have; (i) generated no revenues, (ii) accumulated deficits~~ of ~~$46,968 as of December 31, 2008, and (iii) we have incurred losses of $33,846 for~~ the ~~fiscal~~Restructured ~~year ended December 31~~Transaction, ~~2008. During the year ended December 31, 2008,~~ we ~~were~~are ~~focused~~exposed onto ~~organizational~~losses ~~and~~which ~~start-up activities, business plan development, and website design. Although we~~ have ~~established~~ abeen ~~website~~incurred ~~there~~in isthe ~~nothing at this time on which to base an assumption that our business~~ operations ~~will~~acquired ~~prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend~~ on ~~many~~December ~~factors~~31, ~~including our ability to raise~~2009.

As a result of completing the acquisitions as referenced in the Restructured Transactions, we are at risk of suffering significant ongoing losses from operations. As of October 9, 2009, estimated year to date losses of approximately $473,000 had been incurred by Coco Hondo relative to the mining operations in Zaragoza acquired by us on December 31, 2009.

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 exploration, development, mining and processing of our properties, will 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 us.

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

The majority of our sales are denominated in U.S. dollars. We also finance our operations and hold surplus cash primarily in U.S. 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 U.S. 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 U.S. dollar or prolonged periods of exchange rate volatility these changes may have a material adverse impact on the our results of operations.

~~adequate working~~The ~~capital,~~volatility ~~demand~~of ~~for our service,~~ the ~~level~~price of ~~our~~gold ~~competition~~could ~~and~~adversely affect our ~~ability~~ tofuture ~~attract~~operations, profits and, ~~maintain~~if ~~key~~warranted, ~~management~~our ~~and~~ability ~~employees~~to develop our properties.

The potential for profitability of our operations, the value of our properties, the market price of our common stock and our ability to raise funding to conduct continued exploration and development, if warranted, are directly related to the market price of gold and other precious metals. Our decision to put a mine into production ~~auditor’s~~and ~~report~~to ~~reflects~~commit the ~~fact~~funds necessary for that ~~without~~purpose ~~realization~~must ofbe ~~additional capital,~~made itlong before the first revenue from production would be ~~unlikely~~received. A ~~for~~decrease usin tothe ~~continue~~price of gold may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a ~~going~~result of lower gold prices. The price of gold is affected by numerous factors beyond our control, including inflation, fluctuation of the U.S. dollar and foreign currencies, global and regional demand, the sale ~~concern~~of gold by central banks, and the political and economic conditions of major gold producing countries throughout the world.

~~Our financial~~The ~~statements~~volatility ~~have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities~~ in ~~the~~ ~~normal~~gold ~~course~~prices ~~of business. We have suffered losses from operations during our operating history and our ability to continue as a going concern~~ is ~~dependent~~ ~~upon~~illustrated ~~obtaining~~by ~~future~~the ~~profitable~~following ~~operations. Additionally~~table, ~~our~~ ~~auditor’s~~which ~~report~~sets ~~reflects~~forth, ~~that~~for the ~~ability~~periods ofindicated ~~the~~(calendar ~~Company to continue as a going concern is dependent upon its ability to obtain additional sources of capital or borrowings and~~year), ~~ultimately,~~ the ~~achievement~~average ofannual ~~significant~~market ~~operating revenues. Although~~prices ~~management~~in ~~believes~~U.S. ~~that~~dollars ~~the~~per ~~proceeds~~ounce ~~from the sale~~ of ~~securities,~~gold ~~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~~silver, ifbased ~~available,~~on ~~that~~the itdaily ~~will~~London ~~be on commercially favorable terms~~P.M. ~~Moreover~~fix, ~~favorable~~as ~~financing~~shown ~~may~~in bethe ~~dilutive~~table ~~to investors.~~below:

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

Mineral	2005	2006	2007	2008	2009
Gold	$445.00	$604.00	$696.00	$872.00	$972.00

~~We believe~~The ~~that~~volatility ~~current~~of ~~cash~~mineral onprices ~~hand~~ and ~~the~~available ~~other~~markets ~~sources~~represents ofa ~~liquidity~~substantial ~~may~~risk ~~not~~which ~~be sufficient~~no ~~enough~~amount toof ~~fund~~planning ~~our~~or ~~operations~~technical ~~through~~expertise ~~fiscal~~can ~~2009~~fully eliminate. In ~~that~~ the event gold prices decline or remain low for prolonged periods of time, we ~~would~~might ~~need~~be unable to ~~raise~~develop ~~additional~~our ~~funds~~properties, towhich ~~continue~~may adversely affect our results of operations, financial performance and cash flows.

~~Additional financing~~We ~~might~~have ~~not~~no behistory ~~available~~as ona ~~terms~~mining ~~favorable to us, or at all~~company. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.

~~A decline~~We inhave ~~discretionary~~no ~~consumer~~history ~~spending~~of ~~may~~earnings ~~adversely~~or ~~affect~~cash ~~Boatatopia’s industry,~~flow ~~its~~from mining operations. If we are able to proceed beyond feasibility and to production, commercial viability will be affected by factors that are beyond our control such as the particular attributes of the deposit, the fluctuation in gold prices, the cost of construction and ~~ultimately~~operating ~~its~~a ~~profitability~~mine, prices and refining facilities, the availability of economic sources for energy, government regulations including regulations relating to prices, royalties, restrictions on production, quotas on exploration of minerals, as well as the costs of protection of the environment.

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

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

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

~~Risks~~Our ~~Relating~~activities Toare primarily directed towards the exploration for and development of mineral deposits. Mining operations generally involve a high degree of risk. Our ~~Common~~operations are subject to all the hazards and risks normally encountered in the exploration, development and production of ~~Stock~~gold 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 will be 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 us 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 us not receiving an adequate return on invested capital. There is no certainty that the expenditures made by us towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of gold.

If we ~~fail to remain current on~~ our ~~reporting~~exploration ~~requirements,~~costs weare ~~could~~higher bethan ~~removed from the OTC Bulletin Board~~anticipated, ~~which~~then ~~would limit the ability of broker-dealers to sell~~ our ~~securities~~profitability ~~and~~will ~~the~~be ~~ability~~adversely ~~of stockholders to sell their securities in the secondary market~~affected.

~~Companies trading~~We onare ~~the~~currently ~~OTC~~proceeding ~~Bulletin~~with ~~Board,~~exploration ~~such~~of assome ~~us,~~of ~~generally~~our ~~must~~mineral beproperties ~~reporting issuers~~on ~~under Section 12 of~~ the ~~Securities~~basis ~~Exchange Act~~ of ~~1934,~~estimated asexploration ~~amended,~~costs. ~~and must~~This beexploration ~~current~~program inincludes ~~their~~drilling ~~reports~~programs ~~under~~at ~~Section~~various ~~13,~~locations inwithin ~~order~~the toZaragoza ~~maintain~~and ~~price quotation~~Anorí ~~privileges~~projects. onIf ~~the~~our ~~OTC~~exploration ~~Bulletin~~costs ~~Board.~~are ~~More~~greater ~~specifically,~~than ~~FINRA has enacted Rule 6530~~anticipated, ~~which~~then ~~determines~~we ~~eligibility~~will ofhave ~~issuers~~less ~~quoted~~funds onfor ~~the~~other ~~OTC~~expenses ~~Bulletin~~or ~~Board~~projects. byIf ~~requiring~~higher anexploration ~~issuer~~costs toreduce ~~be current in its filings with~~ the ~~Commission.~~ ~~Pursuant~~amount toof ~~Rule~~funds ~~6530(e),~~available iffor weproduction ~~file~~of ~~our~~gold ~~reports~~through ~~late~~mining ~~with~~and ~~the Commission~~development ~~three~~activities, ~~times~~then ~~in a two-year period or~~ our ~~securities~~ability ~~are removed from the OTC Bulletin Board for failure~~ to ~~timely~~achieve ~~file~~revenues ~~twice~~and inprofitability ~~a two-year period, then we~~ will be ~~ineligible~~adversely ~~for quotation on the OTC Bulletin Board~~affected. AsSome afactors ~~result, the~~that ~~market liquidity for our securities~~ could because ~~severely~~exploration ~~adversely~~costs ~~affected~~to ~~by limiting~~increase ~~the~~are: ~~ability~~adverse ofweather ~~broker-dealers~~conditions, todifficult ~~sell~~terrain, ~~our~~increased ~~securities~~government regulation and ~~the~~shortages ~~ability~~ of ~~stockholders~~ toqualified ~~sell their securities in the secondary market~~personnel.

~~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.~~16

~~Since~~ Because our ~~common~~success ~~stock~~ is adependent ~~penny~~upon ~~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~~limited ~~develops~~number ~~for the common stock. Until the trading price~~ of ~~the~~people, ~~common~~our ~~stock~~business ~~rises~~may ~~above~~fail ~~$5.00 per share,~~ if ~~ever, trading~~those inindividuals ~~the~~leave ~~common stock is subject to~~ the ~~penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10~~company. ~~Those rules require broker-dealers, before effecting transactions in any penny stock, to:~~

The ability to identify, negotiate and consummate transactions that will benefit us is dependent upon the efforts of our new management team. 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. 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.

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.

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; (iii) through our insurance providers; (iv) through our future lenders; and (v) through companies that have received deposits from us for the future delivery of equipment and services. We are also exposed to liquidity risks in meeting its operating expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact our ability 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 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 (“SEC”) 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, 2009. 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 year ended December 31, 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.

Our corporate governance measures may be inadequate in qualifying in under the requirements of national securities exchanges.

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. We expect to expand our board membership in future periods to include independent directors, and we expect 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.

Risks Related to our Mining Business

If we are unable to achieve gold production levels anticipated from our Zaragoza Project, our financial condition and results of operations may be adversely affected.

We are proceeding with the exploration of the Zaragoza Project based on estimates of mineralized material identified in our drilling program and estimates of gold recovery based on test work developed during our scoping study and the historical results of previous operators. However, risks related to metallurgy are inherent when working with extractable minerals. Sales of gold, if any, that we realize from future mining activity will be less than anticipated if the mined material does not contain the concentration of gold predicted by our geological exploration. This risk may be increased since we have not obtained our feasibility study or reserve report with regard to the Zaragoza Project. If sales of gold are less than anticipated, we may not be able to recover our investment in our property and our operations may be adversely affected.

Due to the nature of our business, mining, there are significant hazards associated with our mining operations.

Mining operations are by their nature subject to a variety of risks, such as cave-ins and other accidents, flooding, environmental hazards, the discharge of toxic chemicals and other hazards. 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. Such occurrences may delay development or production, increase production costs or result in a liability. We may not be able to insure fully or at all against such risks, due to political or other reasons, or we may decide not to take out insurance against such risks as a result of high premiums or other reasons.

We intend to conduct our business in a way that safeguards public health and the environment and in compliance with applicable laws and regulations. Environmental hazards may exist on properties in which we hold an interest which are unknown to us and may have been caused by prior owners. 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. 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.

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 precious metals for commercialization. Further, even if we recover precious metals from such mining properties, we cannot guarantee that we will make a profit. If we cannot acquire or locate commercially exploitable precious metals deposits, or if it is not economical to recover the precious metals 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.

We may be impacted by inadequate infrastructure.

Exploration, development, mining, and processing 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 our operations, financial condition and results of operations.

We have no proven or probable reserves or feasibility studies. Accordingly, our properties may not contain any reserves, and any funds spent by us on exploration or development could be lost.

We have not established the presence of any proven or probable mineral reserves, as defined by the SEC, at any of our properties. The SEC has defined a “reserve” as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Any mineralized material discovered by us should not be considered proven or probable reserves.

In order to demonstrate the existence of proven or probable reserves, it would be necessary for us to continue exploration to demonstrate the existence of sufficient mineralized material with satisfactory continuity and then obtain a positive feasibility study. Exploration is inherently risky, with few properties ultimately proving economically successful. We intend to pursue additional exploration for the purpose of establishing proven or probable reserves.

Establishing reserves requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We are in the process of completing a feasibility study at our Zaragoza Project. We have not completed a feasibility study with regard to all or a portion of any of our properties.

Competition in the mining industry is intense, and we have limited financial and personnel resources with which to compete.

Competition in the mining industry for desirable properties, investment capital and personnel is intense. Numerous companies headquartered in the United States, Canada and elsewhere throughout the world compete for properties on a global basis. We are an insignificant participant in the gold mining industry due to our limited financial and personnel resources. We presently operate with a limited number of personnel and we anticipate that we will compete with other companies in our industry to hire additional qualified personnel which will be required to successfully operate our mine and mill site. We may be unable to attract the necessary investment capital or personnel to fully explore and if warranted, maintain and develop our properties and be unable to acquire other desirable properties or on terms acceptable. Consequently, our revenues, operations and financial condition could be materially adversely affected.

Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, mineralized material presented in our filings with securities regulatory authorities, including the SEC, press releases and other public statements that may be made from time to time are based upon estimates made by our consultants. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties. Until mineralized material is actually mined and processed, it must be considered an estimate only.

These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably.

Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered at production scale.

The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove inaccurate. Extended declines in market prices for gold may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.

Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations.

Our operations, including our ongoing exploration drilling program, require permits from the government. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of our property or commercial production will be adversely affected.

Our ability to continue exploration and extract any minerals that we discover is subject to payment of concession fees and if we fail to make these payments, we may lose our interest in the properties.

Mining concessions in Colombia are subject to payment of concession fees to the federal government or lease payments to the owner of the concessions. The payments are based on the size of the property we are exploring. Our failure or inability to pay the concession fees to the government may cause us to lose our interest in one or more of our properties.

In the event of a dispute regarding title to our property or any facet of our operations, it will likely be necessary for us to resolve the dispute in Colombia, where we would be faced with unfamiliar laws and procedures.

The resolution of disputes in foreign countries can be costly and time consuming, similar to the situation in the U.S. However, in a foreign country, we face the additional burden of understanding unfamiliar laws and procedures. We may not be entitled to a jury trial, as we might be in the United States. Further, to litigate in any foreign country, we would be faced with the necessity of hiring lawyers and other professionals who are familiar with the foreign laws. For these reasons, we may incur unforeseen losses if we are forced to resolve a dispute in Colombia or any other foreign country.

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.

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.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

Exploration for and the production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and development of mineral properties, such as, but not limited to:

·	economically insufficient mineralized material;

·	fluctuation in production costs that make mining uneconomical;

·	labor disputes;

·	unanticipated variations in grade and other geologic problems;

·	environmental hazards;

·	water conditions;

·	difficult surface or underground conditions;

·	industrial accidents;

·	metallurgic and other processing problems;

·	mechanical and equipment performance problems;

·	failure of pit walls or dams;

·	unusual or unexpected rock formations;

·	personal injury, fire, flooding, cave-ins and landslides; and

·	decrease in the value of mineralized material due to lower gold and silver prices.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues and production dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable.

Risks Related to Our Common Stock

Because our common stock could fall under $5.00 per share, it could be 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 could fall under $5.00 per share, it could be considered 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. If the trading price of the common stock falls below $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

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

·	Disclose certain price information about the stock;

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

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

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

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

~~FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.~~24

~~In addition~~If towe ~~the~~fail ~~“penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment~~ to aremain ~~customer,~~current aon ~~broker-dealer must~~our ~~have~~reporting ~~reasonable~~requirements ~~grounds~~with ~~for believing that~~ the ~~investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers~~SEC, ~~broker-dealers~~we ~~must~~could ~~make~~be ~~reasonable~~removed ~~efforts~~from ~~to obtain information about~~ the ~~customer's~~OTC ~~financial~~Bulletin ~~status~~Board, ~~tax~~which ~~status,~~would ~~investment objectives~~limit ~~and~~the ~~other~~ability ~~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~~sell ~~that their customers buy~~ our ~~common~~ ~~stock,~~securities ~~which~~and ~~may limit~~ the ability toof ~~buy~~stockholders ~~and~~to sell ~~our~~their ~~stock~~securities ~~and~~in ~~have an adverse effect on~~ the ~~market~~secondary ~~for our shares~~market.

~~Our internal~~Companies ~~controls~~trading ~~may~~on bethe ~~inadequate~~OTC Bulletin Board, ~~which~~such ~~could~~as ~~cause~~us, ~~our~~generally ~~financial~~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 ~~unreliable~~current ~~and~~in ~~lead~~its filings with the Commission. Pursuant to ~~misinformation~~Rule ~~being~~6530(e), ~~disseminated~~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 ~~public~~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. As of the date of this filing, we have no late filings reported by FINRA.

~~Our management~~Future issales ~~responsible~~of ~~for~~our ~~establishing~~common ~~and~~stock ~~maintaining~~may ~~adequate~~result ~~internal control over financial reporting. As defined~~ in ~~Exchange Act Rule 13a-15(f), internal control over financial reporting is~~ a ~~process~~decrease 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~~market ofprice ~~records that in reasonable detail accurately and fairly reflect the transactions and dispositions~~ of ~~the assets~~our ofcommon ~~Boatatopia; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles~~stock, ~~and~~even ~~that~~if ~~receipts~~our ~~and expenditures~~business ofis ~~Boatatopia~~doing are being made only in accordance with authorizations of management and directors of Boatatopia, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Boatatopia’s assets that could have a material effect on the financial statementswell.

~~During the~~The ~~majority~~market price of ~~the~~our ~~year~~common ~~ended~~stock, ~~December~~when ~~31,~~and ~~2008~~if established, wecould ~~had~~drop ~~one~~due ~~individual performing~~to ~~the~~sales ~~functions~~ of ~~all~~a ~~officers~~large ~~and~~number ~~directors.~~of ~~This~~shares ~~individual caused the development~~ of our ~~internal~~common ~~control~~stock ~~procedures~~in ~~and~~the ismarket ~~responsible~~after ~~for monitoring~~the ~~and~~offering ~~ensuring~~or ~~compliance~~the ~~with~~perception ~~those~~that ~~procedures.~~such Assales acould ~~result,~~occur. ~~our internal~~This ~~controls may be inadequate or ineffective, which~~ could ~~cause~~make ~~our financial~~it ~~reporting~~more todifficult ~~be unreliable and lead~~ to ~~misinformation~~raise ~~being disseminated~~funds tothrough ~~the~~future ~~public.~~offerings ~~Investors~~of ~~relying~~common ~~upon this misinformation may make an uninformed investment decision~~stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

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

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

Our U.S. headquarters is at 2831 St. Rose Parkway, #265, Henderson, Nevada, for which we have executed a 12 month lease, commencing on February 1, 2010. The Company also rents office space on a month-to-month basis at 2945 Townsgate Road, Westlake Village, California. Our total monthly rent for both locations is approximately $4,900.

On May 1, 2010, the Company expects to move into new office space at 3027 Townsgate, Westlake Village, California where we will sub-lease space from MINTL. Monthly rent for this office is not expected to change significantly from the current rate. Our California office is used primarily for corporate and administrative activities.

Colombia:

MCOL currently pays monthly rent of approximately $1,200 for office space, that it sub-leases from MINTL, at Calle 38 No. 63B-65 Barrio Conquistadores, Medellin, Colombia. The 12 month lease expires in May 2010. MCOL expects to move into a new, larger office facility in April 2010.

Mining Properties

Our Mining Locations - Republic of Colombia

The Zaragoza Project

Location and Access

The Zaragoza Project is located in Zaragoza municipality of the Antioquia Department/State and is approximately 259 km due (North/East) of the city of Medellin, which is the capital of Antioquia.

Description of Our Interest in the Property

The mineral rights property is approximately 1,775 acres and located over the alluvium of the Nechi River that has been classified as one of the five largest placer deposits in the world. An initial assessment shows high grades, the right conditions for mining, the right infrastructure and good security conditions. Land possessions cover most of the mineral rights which allows us to install the proper security conditions within the perimeter that surrounds the operation.

History of Previous Operations

Pato Gold Dredging Company mined this deposit since the beginning of the twentieth century until it was sold, in the seventies, to a Colombian company called Mineros de Antioquia, now Mineros SA. Mineros is actually using five bucket dredges and five cutter suction dredges producing over three tons a year.

In 2008, Antioquia produced 758,333 troy ounces (26 tons) of gold, representing 68% of Colombia’s current annual production of 50 tons per year.

Mineralization

The mineralization corresponds to free gold, finesse above 960. Most of the gold can be classified as flower gold with some coarse particles classified as number two and one colors.

Exploration, Drilling, and Sampling

The drilling program in the Zaragoza Project is being conducted as part of the preparation of an independent NI 43-101 compliant mineral resource estimate and also an independent SEC Industry Guide 7 report (the “Technical Reports”). We engaged Watts, Griffis and McOuat Limited to prepare and complete the Technical Reports together with Mr. John A. Rae, P.Geo who will be operating as the Company’s qualified person under NI 43-101. The drilling program is being carried out under Mr. Rae’s supervision. The first hole of the anticipated fifty-hole drilling program was drilled and completed on February 26, 2010. To complete the drilling program, MGOL will be using two churn drills, two SonicSampDrill CRS-V drilling units with crawlers, and is under contract with SonicSampDrill to provide four additional drill masters to operate the CRS-V units. The areas in the Zaragoza Project were dredged by the Pato Gold Dredging Company in the 1950’s with an estimated 700,000 ounces of gold recovered. Based on the historical records of Pato, the recent sampling by MGOL and the inefficient gravity recovery systems of the dredges used by Pato, it is anticipated that a significant amount of the gold remains to be recovered. We intends to install and operate a bulk sampling plant to test the upper, coarse gravel in the tailings above the water table. We expect the plant to be operational in 2010.

The Anorí Project

Location and Access

The Anorí Project borders the Anorí municipality of Antioquia and is approximately 175 km due (North/East) of the city of Medellin, the capital of Antioquia. Access to Anorí and the project area are good.

Description of Our Interest in the Property

Our mineral rights constitute approximately 1,527 acres and are located in the Eastern margin of the Central Mountain range, a mega geologic unit constituted by a Polymetamorphic rocks complex, intruded by batholiths and stocks. These areas have been identified as important based on the presence of underground gold mining activity since the colonial period, although there also is much evidence of alluvial mining. Mines are present in the surrounding areas which have existed for more than 100 years and which, like La Constancia mine, have been important for the development of the region. The Anorí region was the main gold producing province in Antioquia in the 1830-40’s. We are in negotiations with an affiliate to obtain an additional area on the southern border of the existing mineral rights of 15,591 acres with a high potential for developing underground mining.

An initial assessment shows high grades, the right conditions for mining, the basic infrastructure and good security conditions. Land possessions cover most of the mineral rights which allows us to install the proper security conditions within the perimeter that surrounds the operation.

History of Previous Operations

At the beginning of the 20th Century, Colombian Corporation Limited, a British mining company, started the operation of the famous La Constancia mine which is in close proximity to the Anorí Project. This mine is still in operation.

Mineralization

Many gold veins have been recognized, generally filled with milky quartz together with sulphides such as arsenopyrite, pirite, galena and sphalerite and some free gold, most of the veins are associated to shear zones.

Exploration and Sampling

The initial exploration consisted of a surface exploration (recognition and sampling of structures, veins, mineralizations and old underground mines), finding ore grade up to 47 g/ton. The project has a complete geological database which georeferences the samples and vein outcroppings as well as both active and inactive underground tunnels. The results of these sampling efforts identify the mining area zones where the next level of exploration should be conducted.

San Pablo Mine

We anticipate acquiring the San Pablo Mining Operation in the second quarter of 2010 as part of the final bill of sale with Coco Hondo.

Location and Access

The San Pablo Mine is located in the mining district of Segovia-Remedios, and is approximately 195 km due (North/East) of the city of Medellin, which is the capital of Antioquia.

Description of Interest in the Property to be Acquired

Mineral rights amount close to 1,500 acres within the batholite of Segovia, which is well known its gold bearing veins. The neighboring area has been mined for more than 100 years and many of the rich veins continue into this property. Within the area there are several abandoned mines, where old timers superficially extracted gold from the weathered rock.

History of Previous Operations

The area has been mined since the pre-hispanic period by the natives using artesian methods. At the beginning of the twentieth century, the English established a sizable operation called Frontino Gold Mines that was later bought by an American company. During its history the average grade was approximately half an ounce with an annual production in excess of two tons of gold. When the Americans left, due to political reasons, the mine was given to the workers. The mining operations at the mine were recently put on hold so that we can engage in further development and expand the recovery plant.

Mineralization

The vein deposit is classified as a mesothermal, where the sulfides that accompanied the gold are mainly sphalerite, galena and pyrite. Gold finesse is around 400 and needs to be ground to mesh two hundred in order to yield above 90% recovery.

Exploration, Drilling, and Sampling

The property was previously drilled by a Canadian company, Procoloro Resources Inc., and the mine currently is under development.

ITEM 3. LEGAL PROCEEDINGS

~~From~~We may, from time to time, webe ~~may~~named ~~become involved~~as defendants in various ~~lawsuits~~judicial, regulatory, and ~~legal~~arbitration proceedings ~~which~~in ~~arise~~the future in the ordinary course of our business. The ~~However~~nature of such proceedings may involve large claims subjecting us to exposure, ~~litigation~~or ismay be routine customer complaints regarding less significant losses. We may also become subject to ~~inherent~~investigations ~~uncertainties~~or proceedings by governmental agencies, ~~and~~ anwhich ~~adverse~~can result in ~~these~~fines or other ~~matters~~disciplinary action being imposed on us. Additionally, legal proceedings may ~~arise~~be brought from time to time in the future. Although we do not believe that ~~may~~ ~~harm~~any currently pending matters will have a material, adverse effect on our business., Wein ~~are~~view ~~not~~of ~~presently~~the ainherent ~~party~~difficulty toof ~~any~~predicting ~~material~~the ~~litigation~~outcome of legal proceedings, we cannot state with confidence what the eventual outcome ~~nor~~of tocurrently pending matters will be, what the ~~knowledge~~timing of ~~management~~the isultimate ~~any~~resolution ~~litigation~~of ~~threatened~~these ~~against~~matters ~~us, which~~will ~~may~~be ~~materially~~or ~~affect~~what usthe eventual result in each pending matter will be.

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

~~Boatatopia did not submit any matters to vote of its stockholders during the year ended December 31, 2008~~None.

PART II

ITEM 5.

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

Market Information

~~During the~~On ~~year~~June ~~ended December 31~~24, 2008, we ~~filed~~were cleared for ~~inclusion~~trading ofby ~~our~~the ~~common~~Financial ~~stock~~Industry Regulatory Authority on the Over-the-Counter Bulletin Board ~~and~~under ~~our~~the ~~Common~~symbol ~~Stock~~“BTTA.” ~~was~~We ~~approved~~changed ~~for trading~~our onname ~~the~~to ~~OTC:BB~~Minatura ~~under~~Gold ~~the~~and ~~symbol~~at ~~BTTA~~the onsame ~~June~~time ~~24,~~requested ~~2008. Since being~~our ~~quoted~~symbol onbe ~~the~~changed ~~OTC:BB,~~to ~~our~~MGOL. Our common stock ~~has~~is ~~not~~currently thinly traded, ~~which~~on ~~severely limits~~the ~~our~~Over-the-Counter ~~ability~~Bulletin Board, towith ~~locate~~a ~~accurate~~closing ~~high~~price ~~and~~of ~~low~~$7.15 ~~bid~~on ~~prices~~March ~~for~~29, ~~each quarter within the last two fiscal years~~2010.

18The following table sets forth the quarterly high and low bid prices for our Common Stock during 2009, as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

	2009
	High	Low
1st Quarter	n/a	n/a
2nd Quarter	$5.00	$5.00
3rd Quarter	$9.00	$0.00
4th Quarter	$8.25	$3.25

Holders of Common Stock

As of ~~March~~April 91, ~~2009~~2010, we had approximately 5236 stockholders of record of the 1417,~~000~~110,~~000~~066 shares outstanding.

Dividends

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

We did however, on January 21, 2009, approve a 10 for 1 forward split; however, we currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:29

We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

·	our financial condition;

earnings;

·	need for funds;

·	capital requirements;

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

·	other factors, including any applicable laws.

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

Securities Authorized for Issuance under Equity Compensation Plans

We currently do not maintain any equity compensation plans.

Recent Sales of Unregistered Securities

We have no recent sales of unregistered securities.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, ~~2008~~ 2009.

Recent Sales of Unregistered Securities

During the fourth quarter ended December 31, 2009, we issued 634,000 shares of our restricted common stock to accredited investors who purchased the shares in August through October 2009 for a total purchase price of $3,173,000, all of which was paid in cash. 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.

On December 31, 2009, we issued 10,675,466 shares of our restricted common stock to Minatura International LLC, a Delaware limited liability company, in exchange for $3,800,000 pursuant to the Restructured Transactions. 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 members of the recipient, immediately prior to the sale of the shares, were accredited investors and 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 management of the recipient 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 Issuances

Subsequent to year end through March 31, 2010, we have sold a total of 164,600 shares of our restricted common stock to 9 accredited investors for a total purchase price of $823,000 all of which was paid in cash. Of the 164,600 shares sold, 100,000 have been issued and the remaining 64,600 are in the process of being issued as of the date of this filing. 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.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

19ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

~~ITEM 7~~Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. ~~PLAN~~ We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions OFmay ~~OPERATION~~differ materially from these forward-looking statements for many reasons, including the risks described in “Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes and with the understanding that our actual future results may be materially different from what we currently expect.

~~Background Overview~~OVERVIEW

~~Boatatopia is~~Since ainception, ~~development~~we ~~stage~~have ~~company~~relied ~~incorporated~~on inequity ~~the~~financing ~~State~~to offund ~~Nevada~~our inoperations ~~January~~to ~~of 2007~~date. WeAs ~~were~~a ~~formed~~result toof ~~engage in~~ the ~~business~~closing of ~~marketing~~the ~~boats~~Restructured ~~and~~Transactions ~~boating products~~our ~~and~~focus ~~services~~has ~~through~~been ~~our~~redirected ~~online~~to ~~website~~the ~~(www.Boatatopia.com.),~~gold inmining ~~a format~~industry ~~similar~~in ~~to classified advertising~~Colombia. InCurrently, ~~January~~none of ~~2007,~~our weproperties ~~commenced~~are ~~our planned~~in ~~principal operations~~production, and ~~therefore~~consequently, we have nonot ~~significant~~produced ~~assets.~~revenue Inor cash flow from the ~~February~~sale of ~~2008~~minerals. weWe ~~completed~~expect that our ~~public~~first ~~offering~~alluvial ~~wherein~~mining wedredge ~~raised~~will ~~$55,000~~become ~~to be~~productive ~~utilized~~by tothe ~~commence~~end ~~our~~of ~~business~~the ~~operations~~second calendar quarter in 2010 which will reduce the need for outside investment.

~~Since our~~We ~~inception~~continue ~~on January 16, 2007 through December 31, 2008, we have not generated any revenues and have incurred a net loss of $46,968. The capital raised in our offering was budgeted~~ to ~~cover~~refine ~~the costs associated with advertising on the internet to draw attention to~~ our ~~website,~~initial ~~costs associated with website enhancements,~~ and ~~covering~~ongoing ~~various~~capital ~~filing fees and transfer agent fees to complete our early money raise through our SB-2 offering~~requirements. WeAs ~~believe that~~an ~~listing~~exploration ~~fees~~stage ~~and small amounts of equity will be sufficient to support the limited costs associated with our initial ongoing operations. However~~company, there ~~can~~is besignificant nouncertainty ~~assurance~~in ~~that the actual expenses incurred will not materially exceed~~ our estimates orregarding ~~that~~both ~~cash~~future ~~flows from~~costs ~~listing~~and ~~fees~~future ~~will be adequate to maintain our business~~revenue. AsWe amay ~~result,~~require ~~our independent~~additional ~~auditors~~capital ~~have~~resources ~~expressed~~to ~~substantial~~complete ~~doubt about~~ our ~~ability to continue as a going concern~~plans.

On December 29, 2008, we entered into a reverse triangular merger with V2P, whereby we agreed to issue 16,000,000 shares of restricted common stock in exchange for 100% of V2P’s outstanding common stock upon the closing of the Merger. The merger was estimated to close on or about January 30, 2009; however, V2P was unable to meet the specified conditions of the Merger Agreement and the agreement was terminated.31

Exploration Stage Company. We are considered an exploration stage company since we have not demonstrated the existence of proven or probable reserves in accordance with certain regulatory requirements. In March 2010, we commenced our drilling program in the Zaragoza Project. The drilling program is being conducted as part of the preparation of an NI 43-101 compliant mineral resource estimate and also the Securities and Exchange Commission (“SEC”) Industry Guide 7 report.

Results of Operations for the Years Ended December 31, 2009 and 2008.

Revenue

We did not generate any revenue for the years ended December 31, 2009 or 2008.

Costs and Expenses

Consulting expenses increased to $583,908 during 2009 as compared to zero in the prior year. Consulting expenses incurred during the current year included stock-based compensation expense of $373,370 for the payment of consulting fees with stock as well as $210,538 related to accounting and other business services.

General and administrative expenses increased to $476,892 during 2009 as compared to $180 during 2008. The increase in the current year primarily reflects an increase in salaries and payroll tax expense of $332,174 compared to zero in the prior year, as well as increases in business travel expense of $90,464, and increases in other expenses of $54,254.

Professional fees increased to $267,124 during 2009 as compared to $26,535 in the prior year. The increase is primarily attributed to an increase in legal fees of $192,681 as well as an increase in accounting and audit fees of $44,324.

An impairment charge of $547,124 was recorded in the current year related to assets acquired on December 31, 2009. No write-off or impairment charges were incurred in the prior year.

Interest expense increased to $3,167 during 2009 as compared to zero in the prior year, reflecting the Company’s new line of credit entered into in June 2009.

Interest Income – related party

Interest income increased to $42,934 during 2009 as compared to zero in the prior year, reflecting the Company’s new line of credit receivable entered into in 2009.

Plan of Operation

~~We are~~With ~~developing~~the andramatic ~~online~~improvement ~~boat~~in ~~advertising~~the ~~platform~~political ~~to provide a method by which buyers~~ and ~~sellers~~economic ofclimate ~~boats are brought together~~ in anColombia ~~efficient format to browse, buy~~ and ~~sell boats to a distinct and focused customer. The boat classified marketplace being developed by us will be designed to give boat shoppers and sellers more control over~~ the ~~entire~~recent ~~process~~influx of ~~buying~~foreign investment and ~~selling boats~~activities, byin ~~providing~~addition ~~detailed information~~ to ~~make~~recent anprices ~~informed buying or selling decision. Upon completion~~ of ~~our website~~gold, ~~Boatatopia~~management isfeels ~~intended to have a website which will be a fully automated, topically arranged, intuitive, and easy-to-use service~~ that ~~supports~~the apolitical ~~buying~~ and ~~selling~~socioeconomic ~~experience~~environment inare ~~which sellers~~sufficiently ~~list~~secure ~~boats~~to ~~for~~now ~~sale~~deploy ~~and~~substantial ~~buyers~~capital ~~provide~~towards ~~offers~~proving onout ~~boats~~the ingold ~~a fixed-price~~reserves ~~format. However, and alternatively, we have been,~~ in ~~light~~addition ofto continuing the ~~current financial~~mining ~~market~~operations ~~instability,~~acquired ~~been~~from ~~seeking~~Coco ~~other~~Hondo. ~~ventures,~~Many ~~which~~major ~~may~~and ~~provide~~junior ~~us opportunities~~mining ~~which~~companies are ~~more~~commencing ~~likely~~ to ~~provide~~deploy ussubstantial ~~financial~~capital ~~reward~~in ~~than~~Colombia ~~a business~~as inthey ~~selling~~have ~~advertising~~come ~~positions~~to ofthe ~~discretionary products~~same conclusion.

Satisfaction of our cash obligations for the next 12 months. Until we determine other feasible business opportunities, our plan of operation will continue to: (i) develop a business plan, and (ii) establish an operational website as soon as practical. We have accomplished the goal of developing our business plan; however, we are in the early stages of setting up an32

20In March 2010, we decided to move forward with construction at the Zaragoza property in an effort to commence commercial production. Our decision was made based upon drilling data that we believe provides evidence of mineralized material in amounts sufficient to proceed with construction activities. We have commenced a feasibility study that would allow us to classify any of our mineralized material as proven or probable reserves, as those terms are defined by the SEC in Industry Guide 7, “Description of Property by Issuers Engaged or to Be Engaged in Significant Mining Operations. ” The SEC definition of “reserve” is “that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.”

~~operational website~~Our ~~capable~~ability ofto ~~providing~~demonstrate athe ~~method~~existence of ~~advertising~~proven ~~boats~~or ~~for~~probable ~~sale,~~reserves ~~along~~would ~~with merchandise~~require ~~and~~us ~~boat~~to ~~oriented~~continue ~~services.~~exploration Indrilling ~~order~~that todemonstrated ~~operate~~the ~~our~~existence ~~website,~~of wesufficient ~~will be~~mineralized ~~required~~material and to ~~have~~complete a ~~scalable~~positive ~~user~~feasibility ~~interface~~study. ~~and~~A ~~transaction~~feasibility ~~processing~~study ~~system that~~must isdemonstrate ~~designed~~with ~~around~~reasonable ~~industry~~certainty ~~standard~~that ~~architectures~~the ~~and~~deposit ~~externally~~can ~~developed~~be legally and economically ~~non-proprietary~~extracted ~~software~~and produced. ~~The~~At ~~system~~this ~~will~~time, the mineralized material identified by us should not be ~~required~~considered toproven ~~maintain~~or ~~operational data~~probable ~~records~~mineral ~~regarding~~reserves. ~~dealers~~Additionally, the assumptions used ~~boat~~by ~~listings~~us ~~and~~in ~~leads~~our ~~generated~~decision byto ~~our listings~~undertake ~~and~~construction ~~e-commerce~~of ~~partners~~the Zaragoza property may prove to be inaccurate. Thus, we may never be able to recover sufficient mineralized material to become profitable.

~~Initially, our~~Our ~~plan~~current ~~for~~goal ~~satisfying~~is ~~our cash requirements for the next twelve months was~~ to be ~~through~~reach ~~the~~commercial ~~funds~~production ~~from our offering (raised $55,000~~ in ~~February 2008), third party financing, and/or traditional bank financing~~2010. ~~During~~Commercial ~~the~~production year ended December 31, 2008, our officer and sole director, Mr. Causey continued his part time work without compensation and agreed he would not receive any compensation until such time as there were either sufficient funds from operations, or alternatively, funds were available through private placements or another offering in the future. We did not allocate any pay for ~~Mr. Causey out of the funds raised in~~ our ~~offering.~~purposes Ifis weachieved dowhen ~~not~~saleable ~~receive any additional funds we could continue in business for the next twelve months. However~~minerals, webeyond ~~would not be in~~ a ~~position~~ tode ~~complete~~minimis ~~the website as set forth in our business plan~~amount, ~~or provide any significant advertisement for our customers, thus we would not anticipate any significant revenues. Since our website~~ is ~~operational, we can conduct business and earn revenues~~achieved.

~~Since inception,~~The weassets ~~have~~purchased ~~financed~~by ~~cash~~MCOL ~~flow~~in ~~requirements through~~ the ~~issuance~~MCOL ~~of common~~Asset ~~stock~~Purchase ~~for~~Agreement ~~cash~~primarily ~~and~~consist ~~services. As we continue to expand operational activities, we may continue to experience net negative cash flows from operations, pending receipt~~ of ~~revenues~~21 ~~from~~mining ~~our~~licenses ~~services,~~ and ~~will~~alluvial bemining ~~required to~~dredge ~~obtain~~assets ~~additional~~in ~~financing~~Coco ~~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~~Hondo.

We ~~anticipate~~ ~~incurring~~expect ~~operating~~to ~~losses~~complete ~~over~~ the ~~majority~~final bill of ~~the~~sale ~~next~~with ~~twelve months.~~Coco ~~Our~~Hondo ~~lack~~in ofthe ~~operating~~second ~~history~~quarter ~~makes predictions~~ of ~~future~~2010 ~~operating results~~for ~~difficult~~the topurchase ~~ascertain. Our prospects must be considered in light~~ of the ~~risks,~~ ~~expenses~~San ~~and~~Pablo ~~difficulties~~gold ~~frequently~~mine ~~encountered~~and byone ~~companies~~additional inmining ~~their early stage of development~~concession. ~~Such~~During ~~risks~~November ~~include~~2009, ~~but~~Coco ~~are~~Hondo ~~not~~closed ~~limited~~production ~~to,~~at ~~an evolving~~San ~~and~~Pablo ~~unpredictable~~in ~~business~~order ~~model~~to ~~and~~begin ~~the~~an ~~management~~exploration ofprogram ~~growth.~~to ~~To address~~locate ~~these risks we must, among other things, implement~~ and ~~successfully execute~~prove ~~our~~reserves ~~business~~ and ~~marketing~~at ~~strategy,~~the ~~continue~~same totime ~~develop and~~ upgrade some ~~technology~~of ~~and~~the ~~products,~~facility. ~~respond~~This toprogram ~~competitive~~is ~~developments,~~expected ~~and continue~~ to ~~attract,~~ ~~retain~~take ~~and~~about ~~motivate~~a ~~qualified personnel~~year. ~~There~~The ~~can~~Company beexpects noSan ~~assurance~~Pablo ~~that we~~to ~~will~~produce besufficient ~~successful~~gold ~~in addressing such risks, and the failure~~ to dobe soprofitable ~~can have~~once ait ~~material~~comes ~~adverse~~back ~~effect~~ on ~~our business prospects, financial condition and results of operations~~line.

~~As a~~The ~~result~~Company ofhas ~~our~~all ~~cash~~the ~~requirements~~environmental and ~~our~~mining ~~lack~~licenses ofand ~~revenues,~~permits werequired ~~anticipate continuing~~ to ~~issue~~operate ~~stock~~the alluvial production unit in ~~exchange~~El ~~for~~Bagre ~~loans~~known also as the Zaragoza Project issued by governmental authorities. All environmental and~~/or~~ ~~equity~~mining ~~financing,~~licenses ~~which may~~and ~~have~~permits arequired ~~substantial~~by ~~dilutive~~the ~~impact~~government onto ~~our~~operate ~~existing~~the San Pablo gold mine have previously ~~stockholders~~been issued to Coco Hondo.

~~Summary~~In oforder ~~any product~~to ~~research~~develop ~~and~~new ~~development~~activities ~~that~~related to the existing licenses we ~~will~~would ~~perform~~need to secure all the environmental and mining permits for these new areas. In the ~~term~~case of ~~the plan.~~working Wein doareas ~~not~~where ~~anticipate~~African ~~performing~~or ~~any~~indigenous ~~significant~~communities ~~product~~have ~~research and~~legal ~~development~~rights, ~~under~~a ~~our~~consultation ~~plan~~process ofis ~~operation.~~required Inin ~~lieu~~order ofto ~~product~~gain ~~research~~local ~~and~~governmental authorization to proceed ~~development~~with wemining ~~anticipate~~operations.

2133

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

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

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

Milestones:

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

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

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

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

Liquidity and Capital Resources

~~Since inception,~~The wefollowing ~~have~~table ~~financed~~summarizes ~~our~~total ~~cash~~current ~~flow requirements through issuance of common stock. As we expand our activities~~assets, wetotal ~~may,~~current liabilities and ~~most~~working ~~likely~~capital ~~will, continue~~at toDecember ~~experience net negative cash flows from operations~~31, ~~pending~~2009 ~~receipt of~~compared ~~listing or some form of advertising revenues. Additionally we anticipate obtaining additional financing~~ to ~~fund~~December ~~operations through common stock offerings~~31, ~~to the extent available, or to obtain additional financing to the extent necessary to augment our working capital~~2008.

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

	December 31, 2009	December 31, 2008	Increase / (Decrease)
	December 31, 2009	December 31, 2008	$	%

Current Assets	$6,957,461	$21,825	$6,935,636	31,778%

Current Liabilities	$3,757,577	$1,293	$3,756,284	290,509%

Working Capital	$3,199,884	$20,532	$3,179,352	15,485%

~~The following~~Liquidity ~~table~~is ~~summarizes~~a ~~total~~measure ~~current~~of ~~assets,~~a ~~total~~company’s ~~current~~ability ~~liabilities~~to ~~and working~~meet potential cash requirements. We have historically met our capital atrequirements ~~December~~through 31the issuance of stock and by borrowings. In the future, ~~2008~~we ~~compared~~anticipate we will be able to ~~December~~provide ~~31,~~the ~~2007~~necessary liquidity we need by the revenues generated from the sales of our mined gold.

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

We have never received revenue from gold or other mineral sales. We currently expect to commence sales of gold upon reaching commercial production from the Zaragoza Project in 2010, but there can be no assurance that we will meet our expected timetable. Any revenue generated from the sale of gold will be used to pay for operating costs first and then to supplement our existing cash for additional exploration and other working capital needs.

~~We anticipate~~Since ~~that~~inception, we ~~will~~have ~~incur~~financed ~~operating~~our ~~losses~~cash inflow ~~the~~requirements ~~next~~through ~~twelve~~the ~~months.~~sale ~~Our lack~~ of ~~operating~~common ~~history~~stock ~~makes~~and ~~predictions~~issuance of ~~future operating results difficult to ascertain~~debt. ~~Our~~As ~~prospects~~we ~~must~~expand beour ~~considered in light of the risks~~activities, ~~expenses~~ ~~and~~we ~~difficulties frequently encountered by companies in their early stage of development~~may, ~~particularly companies in new~~ and ~~rapidly~~most ~~evolving markets.~~likely ~~Such risks for us include~~will, ~~but~~continue ~~are not limited~~ to, anexperience ~~evolving~~net ~~and unpredictable~~negative ~~business~~cash ~~model~~flows ~~and~~from ~~the management of growth~~operations. ToAdditionally ~~address these risks,~~ we ~~must,~~anticipate ~~among~~obtaining ~~other~~additional ~~things,~~financing ~~obtain~~to afund ~~customer~~operations ~~base,~~through ~~implement~~common ~~and~~stock ~~successfully execute our business and marketing strategy~~offerings, ~~continually~~to ~~develop and~~the ~~upgrade~~extent ~~our website~~available, ~~provide~~or ~~national~~to ~~and~~obtain ~~regional~~additional ~~industry~~financing ~~participants with an effective, efficient and accessible website on which~~ to ~~promote their products and services through~~ the ~~Internet,~~extent ~~respond~~necessary to ~~competitive~~augment developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our ~~business~~working ~~prospects, financial condition and results of operations~~capital.

23The Company’s cash used in operating activities totaled $893,107 for 2009 compared to cash used in operating activities of $44,588 for 2008. The increase in cash used from operating activities in the current year primarily reflects a net loss in the current year of $1,842,479 compared to a net loss in the prior year of $33,846, partially offset by the non-cash stock based compensation of $373,370 and a write-off of assets acquired of $547,124 in 2009.

~~Off-Balance Sheet~~Cash ~~Arrangements~~used in investing activities totaled $5,592,378 for 2009 compared to no investing activities during 2008. The change reflects the net asset purchase of $3,200,202 on December 31, 2009, as well as net advances under the line of credit receivable during 2009 of $2,392,176.

~~We do~~Cash ~~not~~provided ~~have~~by ~~any~~financing ~~off-balance~~activities ~~sheet~~totaled ~~arrangements~~$10,319,102 ~~that~~for ~~have~~2009 orcompared ~~are~~to ~~reasonably likely~~$50,000 toin ~~have~~2008. The aincrease ~~current~~in orcash ~~future~~provided ~~effect~~by onfinancing ~~our~~activities ~~financial~~in ~~condition,~~the ~~changes~~current year primarily reflects an increase in ~~financial~~ ~~condition,~~proceeds ~~revenues~~from orthe ~~expenses~~sale of common stock of $6,923,000, ~~results~~the financing of ~~operations~~assets purchased on December 31, ~~liquidity~~2009 of $3,200,202, ~~capital~~and ~~expenditures~~borrowings orof ~~capital~~$140,000 ~~resources~~under ~~that~~the isline ~~material~~of ~~to investors~~credit.

~~Critical Accounting Policies and Estimates~~34

~~Revenue~~As of December 31, 2009, we continue to use traditional and/or debt financing to provide the capital we need to run the business. The burn rate approximates $200,000 per week. This does not include canon payments (mining license fees) that come due from time to time and vary depending on the size of the parcels covered in the license. ~~Recognition~~It is expected that the first alluvial mining dredge will become productive during 2010 which will significantly reduce or remove the need for outside investment. However, this is not guaranteed.

~~The Company's~~On ~~revenues~~June ~~are~~8, ~~anticipated~~2009, towe beexecuted ~~derived from multiple sources. Dealer services revenues are to be derived from~~ a ~~range of promotional services~~$1, ~~including banner advertising~~000,000 ~~inventory~~line ~~pages,~~of ~~tiles,~~credit ~~enhanced listings and links to the dealer's own Web site. Dealers will also be able to purchase a stand-alone Web site~~ with ~~their~~Elite ~~own~~Capital ~~Internet~~Management ~~address~~(“Elite”), ~~and searchable used boat inventory for~~ an ~~initial~~unrelated ~~non-refundable~~third ~~set-up fee plus a monthly maintenance fee~~party. During ~~Revenues~~the ~~from~~year ~~these~~ended ~~services~~December ~~will~~31, be2009, ~~recognized ratably over~~ the ~~period~~Company ~~in which~~received ~~the~~$140,900 ~~service~~from ~~is provided~~Elite. The ~~set-up~~note ~~fees~~is ~~from~~due ~~dealer~~on ~~contracts~~June ~~will be recognized ratably over the period in which the service is provided~~7, ~~generally~~2010 ~~a year.~~and ~~Advertising~~bears ~~revenues~~interest ~~are~~at ~~anticipated to be generated from short-term contracts in which the Company typically guarantees for~~ a ~~fixed~~rate ~~fee a minimum number~~ of ~~impressions,~~5% orper ~~times that an advertisement appears in pages viewed by the users~~year. During ~~These revenues are recognized ratably over~~ the year ~~term~~ended ofDecember ~~the agreement~~31, ~~provided~~ ~~that the amount recognized does not exceed the amount that would be recognized based upon actual impressions delivered. E-commerce revenues are derived from boating vendors such as insurance~~2009, ~~warranty and finance companies and boating aftermarket retailers who will be able to market their services on~~ the Company's ~~Web~~had ~~site~~interest orexpense ~~integrate~~of ~~their product with the Company's Web site~~$3,167. Such revenues will generally be derived from specific traffic referrals or transaction leads that originate on the Company's Web site and would be recognized as such referrals and leads are directed to the vendor's product.

~~Recent~~On ~~Accounting~~June 29, 2009, we 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 year ended December 31, 2009, we loaned $992,822 to GRP. A balloon payment of principal and accrued interest is due on June 28, 2010 and ~~Pronouncements~~bears interest at a rate of 5% per year. We recorded interest income of $18,430 during the year ended December 31, 2009.

InOn ~~March~~August ~~2008~~6, ~~the FASB issued SFAS No. 161~~2009, ~~"Disclosures~~we ~~about~~executed ~~Derivative~~a ~~Instruments and Hedging Activities"~~$2,000,000 ~~an amendment~~line of ~~SFAS~~credit ~~No.~~with ~~133.~~Gold ~~SFAS~~Venture ~~161~~2008 ~~applies~~(“GV”), toan ~~all~~entity ~~derivative~~owned ~~instruments~~ and ~~non-derivative~~ ~~instruments~~controlled ~~that~~by ~~are~~an ~~designated~~officer ~~and qualify as hedging instruments pursuant to paragraphs 37 and 42~~ of ~~SFAS~~the ~~133~~Company. During ~~and~~the ~~related~~year ~~hedged items~~ended ~~accounted~~December ~~for~~31, ~~under~~2009, ~~SFAS~~the ~~133.~~Company ~~SFAS~~loaned ~~161~~$1,188,651 ~~requires entities~~ to ~~provide greater~~GV. A ~~transparency~~balloon ~~through~~payment ~~additional~~of ~~disclosures~~principal ~~about how~~ and ~~why~~accrued aninterest ~~entity uses~~is ~~derivative~~due ~~instruments,~~on ~~how~~August ~~derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations~~5, ~~and how~~2010 ~~derivative instruments~~ and ~~related~~bears ~~hedged~~interest ~~items~~at ~~affect~~a anrate ~~entity's financial position, results~~ of ~~operations,~~5% ~~and~~per ~~cash flows~~year. We ~~SFAS~~recorded ~~161~~interest isincome ~~effective~~of as$19,418 ofduring the ~~beginning~~ ~~of an entity's first fiscal~~ year ~~that~~ended ~~begins~~December ~~after November 15~~31, ~~2008~~2009. ~~The Company does not expect that the adoption of SFAS 161 will have a material impact on its financial condition or results of operation.~~

24On September 22, 2009, we executed a $2,500,000 line of credit with Gold Resource Partners (“GRP”), an entity owned and controlled by an officer of the Company. Net borrowings under the line of credit totaled $210,703 as of December 31, 2009. A balloon payment of principal and accrued interest is due on September 1, 2010 and bears interest at a rate of 5% per year. We recorded interest income of $5,086 during the year ended December 31, 2009.

In ~~May~~ ~~2008~~October 2009, ~~the~~we ~~FASB~~received ~~issued SFAS No. 162~~$3,173,000 ~~“The~~as ~~Hierarchy~~a result of ~~Generally~~the ~~Accepted Accounting~~private ~~Principles.” SFAS~~placement ~~162~~of ~~will~~634,600 ~~provide~~shares ~~framework~~of ~~for~~our ~~selecting accounting~~common ~~principles~~stock toat ~~be used in preparing financial statements that are presented in conformity with U~~$5.S.00 ~~generally~~per ~~accepted~~share, ~~accounting~~pursuant ~~principles (GAAP)~~to ~~for~~an ~~nongovernmental~~exemption ~~entities. SFAS~~under ~~162 will be effective 60 days following~~ the ~~Securities~~provisions ~~and Exchange Commission’s approval~~ of ~~the~~Regulation ~~Public Company~~D-506 ~~Accounting~~promulgated ~~Oversight~~under ~~Board (PCAOB) amendments to AU Section 411. The Company does not expect~~ the ~~adoption~~Securities ofAct ~~SFAS 162 will have a material impact on its financial condition or results~~ of ~~operation~~1933.

In ~~May~~ ~~2008,~~November ~~the FASB issued SFAS No. 163~~2009, ~~“Accounting~~we ~~for~~amended ~~Financial~~its ~~Guarantee Insurance~~line ~~Contracts – an interpretation~~ of ~~FASB~~credit ~~Statement~~with ~~No.~~Elite ~~60.” SFAS 163~~Capital ~~requires~~and ~~that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration~~ has ~~occurred~~agreed ~~in an insured financial obligation. This Statement also clarifies how Statement 60 applies~~ to ~~financial~~cap ~~guarantee insurance contracts, including~~ the ~~recognition~~maximum ~~and~~amount ~~measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting~~ of ~~financial~~the ~~guarantee~~principal ~~insurance contracts~~balance ~~by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements~~ of the ~~Statement~~note ~~will improve the quality of information provided~~ to ~~users of financial statements. SFAS 163 will be effective for financial statements issued for fiscal years beginning after December 15~~$140, ~~2008~~900. The ~~Company~~ ~~does~~note ~~not~~will ~~expect~~continue ~~the~~to ~~adoption of SFAS 163 will~~ have athe ~~material~~same ~~impact~~terms ~~on its~~and ~~financial~~conditions ~~condition~~of orthe ~~results~~original line of ~~operation~~credit arrangement.

In ~~April~~ ~~2008,~~December ~~the FASB issued Staff Position FAS 142-3~~2009, ~~“Determination~~we ofentered ~~the~~into ~~Useful Life of Intangible Assets” (“FSP FAS 142-3”) which amends the factors~~ an ~~entity should~~Addendum ~~consider in developing renewal or extension assumptions used~~ to ~~determine~~ the ~~useful~~Securities ~~life~~Purchase ofAgreement adated ~~recognized~~November ~~intangible asset under FAS No. 142~~24, ~~“Goodwill~~2009 ~~and Other Intangible Assets”~~ (~~“FAS~~the ~~No. 142~~“SPA”)~~. FSP~~ ~~FAS 142-3 applies to intangible assets that are acquired individually or~~ with aMinatura ~~group~~International ofLLC ~~assets~~(“MINTL”), ~~and intangible assets acquired in both business combinations and asset acquisitions. It removes~~ a ~~provision~~Delaware ~~under~~limited ~~FAS~~liability Nocompany. ~~142,~~Pursuant ~~requiring an entity~~ to ~~consider~~the ~~whether~~SPA, ~~a contractual~~we ~~renewal~~authorized orthe ~~extension~~sale ~~clause~~to ~~can~~MINTL ~~be accomplished without substantial cost or material modifications~~ of ~~the~~10,675,466 ~~existing~~shares ~~terms and conditions associated with~~ (the ~~asset. Instead,~~“Shares”) ~~FSP~~of ~~FAS~~our ~~142-3 requires that an entity consider~~restricted ~~its~~common ~~own~~stock ~~experience~~ in ~~renewing~~exchange ~~similar arrangements. An entity would consider market participant assumptions regarding renewal if no such relevant experience exists. FSP FAS 142-3 is effective~~ for ~~year ends beginning after December 15~~$3, ~~2008 with early adoption prohibited~~800,000. ~~The Company does not expect the adoption of FSP FAS 142-3 will have a material impact on its financial condition or results of operation.~~

~~In June 2008~~During February 2010, ~~the~~we ~~FASB~~offered ~~issued~~a ~~FSP~~private ~~No. EITF~~placement ~~03-6-1,~~stock ~~“Determining~~sale ~~Whether~~under ~~Instruments Granted~~the inprovisions ~~Share-Based~~of ~~Payment~~Regulation ~~Transactions~~D ~~Are~~promulgated ~~Participating~~under the Securities~~” (“FSP~~ ~~EITF~~Act ~~03-6-1”)~~of 1933. ~~FSP~~ ~~EITF~~Private ~~03-6-1~~placement ~~concludes~~consists ~~that~~of ~~unvested~~up ~~share-based payment~~to ~~awards~~$5,000,000 ~~that~~(1,000,000 ~~contain~~Shares) ~~rights~~at to$5.00 ~~receive~~per ~~non-forfeitable~~share, ~~dividends~~with ~~or dividend~~minimum ~~equivalents~~subscriptions ~~are~~of ~~participating~~$50,000 ~~securities~~(10,000 ~~and~~Shares) ~~thus,~~from ~~should~~any beone ~~included in~~investor. We will utilize the ~~two-class~~proceeds ~~method~~ of ~~computing~~this ~~earnings~~private ~~per~~placement ~~share~~for ~~(“EPS”). FSP~~general ~~EITF 03-6-1~~working iscapital ~~effective~~purposes. The ~~for~~offering ~~fiscal~~will ~~years~~terminate ~~beginning~~on ~~after~~March ~~December 15~~31, ~~2008~~2010, ~~and interim~~but ~~periods~~can ~~within~~be ~~those~~extended ~~years. Early~~an ~~application~~additional of90 ~~EITF~~days ~~03-6-1~~without ~~is prohibited~~notice. It ~~also~~As ~~requires~~of ~~that~~March ~~all~~21, ~~prior-period~~2010, ~~EPS~~we ~~data be adjusted retrospectively. The Company does not expect the adoption of EITF 03-6-1 will~~ have areceived ~~material~~$500,000 ~~impact~~through onthis ~~its~~private ~~financial~~placement ~~condition~~common orstock ~~results of operation~~sale.

2535

Further development of existing mining concessions will require significant additional investment capital, environmental permitting, infrastructure and equipment. As a result of the closing of the MINTL Securities Purchase Agreement, the Company received additional funding from what is now its majority stockholder, MINTL.

We are also looking to joint venture partnerships to fuel development of our mining operations. These agreements would basically require the Company to provide expertise and license with the partner providing necessary capital to develop a mining parcel. Profits would be split on a pre-defined pro rata basis. Such arrangements may involve MINTL as one of the partners with the assignment of mining operations contracts to us.

Satisfaction of our cash obligations for the next 12 months

As of December 31, 2009, post closing of the Restructured Transactions, our cash balance was $3,843,407. 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 income generated from the sales of our anticipated gold production. 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 gold production capabilities in Colombia 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.

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.

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 Restructured Transactions. We are spending $5.9 million in the Restructured Transactions toward the purchase of the assets from Coco Hondo, which include the plant, equipment, and mining concessions required to begin our gold mining operations. In addition, to the assets acquired from Coco Hondo, we anticipate the acquisition of additional equipment to pursue our mining operations.

Significant changes in number of employees

As of December 31, 2009, we had a total of 5 full-time employees. We currently employ 4 full-time employees and 4 consultants in the United States. As a result of the closing of the Restructured Transactions, our wholly-owned subsidiary, MCOL, will assume approximately 25 existing employees in Colombia during the first quarter of 2010 and upon closing of the final bill of sale from the Asset Purchase Agreement we may assume up to 60 more existing employees in Columbia. We plan to hire three to six senior and mid-level executives in the United States and Colombia as well as a number of field engineers and geologists in Colombia. We intend to hire additional full-time employees to fill specific functions in our organization as our operations expand. We will also hire part-time or independent contractors in connection with certain projects in Colombia and the United States.

Off-balance Sheet Arrangements

The Company has no off-balance sheet arrangements and does not anticipate entering into any such arrangements in the foreseeable future.

Critical Accounting Policies

General – The preparation of consolidated financial statements in accordance with accounting standards generally accepted in the United States requires management to make estimates and assumptions that affect both the recorded values of assets and liabilities at the date of the consolidated financial statements and the revenues recognized and expenses incurred during the reporting period. Our estimates and assumptions affect our recognition of deferred expenses, income taxes, the carrying value of our long-lived assets and our provision for certain contingencies. We evaluate the reasonableness of these estimates and assumptions continually based on a combination of historical information and other information that comes to our attention that may vary our outlook for the future. Actual results may differ from these estimates under different assumptions.

Going Concern – The consolidated financial statements have been prepared on the basis of a going concern, which contemplates that we will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should we be required to liquidate its assets. For the period from January 16, 2007 (inception) to December 31, 2009, we have incurred a net loss of $1,889,447. The ability of the Company to meet its total liabilities of $3,984,623 and to continue as a going concern is dependent upon the availability of future funding and upon achieving profitable operations. If we are unable to continue as a going concern, there is uncertainty relative to full recoverability of its assets.

Proven and Probable Reserves – The definition of proven and probable reserves is set forth in SEC Industry Guide 7. Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation. In addition, reserves cannot be considered proven and probable until they are supported by a feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable at the time of the reserve determination.

Mineral Acquisition Costs – The costs of acquiring land and mineral rights are considered tangible assets. Significant acquisition payments are capitalized. General, administrative and holding costs to maintain an exploration property are expensed as incurred. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method. If no mineable ore body is discovered or such rights are otherwise determined to have diminished value, such costs are expensed in the period in which the determination is made.

Exploration Costs – Exploration costs are charged to expense as incurred. Costs to identify new mineral resources, to evaluate potential resources, and to convert mineral resources into proven and probable reserves are considered exploration costs.

Design, Construction, and Development Costs – Certain costs to design and construct mine and processing facilities may be incurred prior to establishing proven and probable reserves. Under these circumstances, we classify the project as an exploration stage project and expense substantially all costs, including design, engineering, construction, and installation of equipment. Certain types of equipment, which have alternative uses or significant salvage value, may be capitalized. If a project is determined to contain proven and probable reserves, costs incurred in anticipation of production can be capitalized. Such costs include development drilling to further delineate the ore body, removing overburden during the pre-production phase, building access ways, constructing facilities, and installing equipment. Interest costs, if any, incurred during the development phase, would be capitalized until the assets are ready for their intended use. The cost of start-up activities and on-going costs to maintain production are expensed as incurred. Costs of abandoned projects are charged to operations upon abandonment.

If a project commences commercial production, amortization and depletion of capitalized costs is computed on a unit-of–production basis over the expected reserves of the project based on estimated recoverable gold equivalent ounces.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Not~~Our ~~applicable~~exposure to market risks includes, but is not limited to, the following risks: changes in foreign currency exchange rates, changes in interest rates, equity price risks, commodity price fluctuations, and country risk. We do not use derivative financial instruments as part of an overall strategy to manage market risk; however, we may consider such arrangements in the future as we evaluate our business and financial strategy.

Foreign Currency Risk

We transact a significant amount of our business in Colombian pesos. As a result, currency exchange fluctuations may impact our operating costs. The appreciation of non-U.S. dollar currencies such as the peso against the U.S. dollar increases expenses and the cost of purchasing capital assets in US dollar terms in Colombia, which can adversely impact our operating results and cash flows. Conversely, a depreciation of non-US dollar currencies usually decreases operating costs and capital asset purchases in U.S. dollar terms.

The value of cash and cash equivalents denominated in foreign currencies also fluctuates with changes in currency exchange rates. Appreciation of non-U.S. dollar currencies results in a foreign currency gain on such investments and a decrease in non-U.S. dollar currencies results in a loss. We have not utilized market risk sensitive instruments to manage our exposure to foreign currency exchange rates but may in the future actively manage our exposure to foreign currency exchange rate risk. We also hold portions of our cash reserves in non-U.S. dollar currencies.

Interest Rate Risk

We have no debt outstanding nor do we have any investment in debt instruments other than highly liquid short-term investments. Accordingly, we consider our interest rate risk exposure to be insignificant at this time.

Equity Price Risk

We have in the past sought and may in the future seek to acquire additional funding by sale of common stock and other equity. Movements in the price of our common stock have been volatile in the past and may also be volatile in the future. As a result, there is a risk that we may not be able to sell our common stock at an acceptable price should the need for new equity funding arise.

Commodity Price Risk

We currently do not have any production but expect to produce gold in the near future. If we commence production and sales, changes in the price of gold and other minerals could significantly affect our results of operations and cash flows in the future. We do not presently expect to hedge the sale of any of our anticipated production.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Consolidated Financial Statements and Financial Statement Schedules appearing on page F-1 through F-1522 of this Form 10-K.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

ITEM 9A (T). CONTROLS AND PROCEDURES

~~Our Chief~~Evaluation ~~Executive Officer and Principal Financial Officer, Stephen Causey, evaluated the effectiveness~~ of ~~our~~Disclosure ~~disclosure~~Controls ~~controls~~ and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on that evaluation, Mr. Causey concluded that our disclosure controls and procedures are effective in timely alerting him to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.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 R. Dias, our Principal Executive Officer and Tod M. Truly, our Principal Accounting Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on their evaluation, which disclosed no significant deficiencies or material weaknesses, Mr. Dias, our Principal Executive Officer and Mr. Turley, our Principal Accounting Officer concluded that our disclosure controls and procedures are effective in timely alerting them 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.

Management’s Report on Internal Control Over Financial Reporting

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

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

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

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

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~During~~As ~~the~~a ~~year~~result ~~ended December 31, 2008 our sole member~~ of ~~our~~the ~~Board~~Original ofAcquisition ~~Directors served without compensation. Additionally~~Agreements, the ~~officers~~Company ~~serve~~accepted at the ~~pleasure~~resignation of ~~the Board~~its ofprior ~~Directors. During~~sole ~~the~~officer ~~year~~and ~~ended~~director ~~December~~and ~~31,~~on ~~2008~~June 24, ~~Mr. Stephen~~2009 N.appointed ~~Causey~~Paul ~~served~~R. asDias ~~our President~~ and ~~Treasurer~~William ~~and~~McVey ~~sole director and Ms. Gisela Stoecklein served~~ as ~~our~~the ~~Secretary. However~~Directors, ~~pursuant~~and to the ~~Merger~~new ~~agreement~~Board ~~with~~of ~~V2P,~~Directors ~~Messrs.~~elected ~~Deeb,~~Paul ~~Knox~~R. ~~and~~Dias ~~Werner~~as ~~were~~Chief ~~appointed~~Executive toOfficer, Juan ~~the~~David ~~Company’s~~Perez ~~Board~~as ofPresident, ~~Directors~~ and ~~upon~~William ~~resignation of Mr~~F. ~~Causey~~McVey ~~and Ms~~as Secretary/Treasurer.

27On January 12, 2010, the Board of Directors appointed Tod M. Turley to serve as the Company’s Chief Operating Officer and Assistant Secretary.

~~Stoecklein, Mr.~~Effective ~~Deeb~~March ~~was~~30, ~~appointed~~2010, ~~as the Company’s President and Treasurer while~~ Mr. ~~Knox was~~McVey ~~appointed~~resigned asfrom ~~the~~all ~~Company’s~~positions ~~Secretary. Subsequently~~ and asthe ~~a result~~Board of ~~the~~Directors ~~Merger~~appointed ~~Agreement being terminated,~~ Mr. ~~Causey~~Turley ~~was~~to ~~reappointed~~serve as ~~the~~ ~~sole~~a ~~officer~~Director, ~~and~~Treasurer ~~director. Information as to these mentioned directors~~ and ~~executive officers is as follows:~~Secretary.

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

Information as to our current directors and executive officers is as follows:

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

Name	Age	Position	Since
Paul R. Dias	44	Director, Chief Executive Officer	June 2009
Juan David Perez	56	President	June 2009
Tod M. Turley	48	Chief Operating Officer, Director, Secretary, Treasurer	January 2010 March 2010

~~(2) Upon the Merger Agreement being terminated, Mr. Causey was reappointed as the Company’s President and Treasurer and Secretary. Additionally, Mr. Causey was reappointed as the sole director.~~40

~~Duties~~Paul R. Dias – Director, CEO Mr. Dias is the original founder of Gold Resource Partners and various related entities. A financier and venture capitalist ~~Responsibilities~~with over 20 years of international business experience, he has raised capital for numerous companies in natural resources, information technology and alternative ~~Experience~~health sectors. Mr. Dias has been exclusively involved in the acquisition, exploration, and development of mineral concessions in Colombia since 2001. Mr. Dias is the founder of the companies that sold the assets to the Company in the Restructured Transactions.

~~Stephen N.~~Juan ~~Causey~~David Perez – President, ~~Secretary/Treasurer~~Mr. ~~and~~Perez ~~Director~~ is ~~currently~~a ~~the President,~~U.S. ~~Secretary/Treasurer,~~citizen ~~Director~~who ~~and~~has ~~founder~~lived ofin ~~Boatatopia~~Colombia ~~from~~for ~~January 16,~~most ~~2007~~of tohis ~~present~~life. ~~Mr.~~He ~~Causey~~was ~~has~~a ~~owned~~consultant ~~boats~~to ~~throughout~~business ~~his working~~and ~~career~~government on numerous alluvial mining and isexploration ~~the~~projects ~~founder~~in ofColombia for ~~Boatatopia~~over 30 years. From May 2003 to present, ~~combining~~Mr. ~~both~~Perez ~~his~~was ~~boating experience~~General Manager and ~~advertising~~a ~~and~~Co-founder ~~marketing~~of ~~experience~~Promocion de Proyectos Mineros (PPM). He was also Professor at the Faculty of Mines in Medellin from 1984 to 2007. Mr. ~~Causey~~Perez ~~holds~~graduated with a ~~B.A.~~degree in ~~English~~ ~~from~~mining ~~Arizona~~engineering ~~State~~from ~~University.~~the ~~Primary~~Universidad ~~responsibilities~~Nacional ~~were~~in ~~new ventures~~Colombia and ~~company~~completed ~~growth~~postgraduate studies in the United Kingdom at the University of Nottingham.

~~Election~~Tod ofM. ~~Directors~~Turley – Director, COO, Treasurer and Secretary Since October 2009, Mr. Turley has served as a Director and the Chief Operating Officer of Minatura International LLC, the majority shareholder of the Registrant. Previous ~~Officers~~to that, Mr. Turley served as the Chairman and CEO of Amerivon Holdings LLC, a niche private equity investment firm specializing in high potential growth consumer product and services companies. Earlier, he served for 13 years as a corporate attorney and executive with emerging growth companies in the telecommunications industry. Mr. Turley graduated from the University of Utah in 1985 with a BA in Economics and French, and subsequently graduated from the University of Southern California with a J.D. in 1988.

Compensation

As of the date of this report, we have not established compensation agreements with our key executives; however during 2009 we were paying monthly compensation to our CEO of $20,833. As a result of the completion of the Restructured Transactions, we expect to enter into employment agreements or shared services agreement with our executive officers. Currently, our CEO and COO perform similar roles for both MGOL and MINTL for which MINTL is paying their compensation. We expect to complete a shared service cost agreement with MINTL for executive and employee compensation incurred on behalf of the Company and paid by MINTL.

Indemnification of Directors and Officers

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by Nevada law. Effective March 30, 2010, we entered into indemnification agreements with Mr. Dias, our Chief Executive Officer and Mr. Turley, our Chief Operating Officer.

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

Election of Directors and Officers

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

~~Involvement~~During the previous five (5) years, no Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in ~~Certain~~the ~~Legal~~securities ~~Proceedings~~industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

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

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

~~Section 16(a)~~No ~~Beneficial~~Executive ~~Ownership~~Officer ~~Reporting~~or ~~Compliance~~Director of the Corporation is the subject of any pending legal proceedings.

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

28We do not have an Audit Committee; our board of directors performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

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

Code of Ethics

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

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

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

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

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

(5) Accountability for adherence to the code.

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

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

Corporate Governance

Director Independence

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

Nominating Committee

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

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

Director Nomination Procedures

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

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

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

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

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

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

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

Audit Committee and Financial Expert

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

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

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

~~Compensation Committee~~42

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

~~Stockholder Communications~~We do not have a Nominating Committee or Nominating Committee Charter. Our board of directors performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources.

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

ITEM 11. EXECUTIVE COMPENSATION

~~Summary~~ Overview of Compensation Program

~~During~~The Board of Director’s (the ~~year~~“Board”) ~~ended~~has ~~December~~responsibility 31for establishing, ~~2008,~~ ~~Mr.~~implementing ~~Causey,~~and ~~our~~continually ~~then~~monitoring ~~Principal~~adherence ~~Executive~~with ~~Officer~~the ~~(PEO)~~Company’s ~~did~~compensation ~~not~~philosophy. ~~received any~~The Board ensures that the total compensation paid to the Executives is fair, ~~including~~reasonable ~~plan~~and orcompetitive. We ~~non-plan~~do ~~compensation~~not currently have a Compensation Committee.

~~Future~~ Compensation Philosophy and Objectives

~~Mr.~~The ~~Causey~~Board ~~agreed~~believes tothat ~~provide~~the ~~services to~~most useffective ~~without~~executive compensation ~~until~~program ~~such~~is ~~time~~one asthat ~~either~~is wedesigned ~~have~~to ~~earnings~~reward ~~from~~the ~~our revenue~~achievement of specific annual, iflong-term ~~any~~and strategic goals by the Company, orand ~~when~~which aligns executives’ interests with those of the ~~$100~~stockholders by rewarding performance above established goals,~~000~~ iswith ~~raised~~the inultimate ~~Stage~~objective of ~~III~~improving stockholder value. As a result of ~~our~~the ~~plan~~size of ~~operation~~ the Company and only having two executive officers during the year ended December 31, at2009, ~~which~~the ~~time~~Board weevaluates ~~will~~both ~~pay~~performance Mrand compensation on an informal basis. ~~Causey~~Upon hiring additional executives, the Board intends on establishing a ~~minimum~~Compensation ~~salary~~Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of ~~$25~~our peer companies. To that end,~~000~~ ~~per year~~the Board believes executive compensation packages provided by the Company to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

The Board makes all compensation decisions for the Executives and approves recommendation regarding equity awards to all elected officers of the Company. Decisions regarding the non-equity compensation of other executive officers are made by the Board.

Setting Executive Compensation

Based on the foregoing objectives, the Board has structured the Company’s annual and long-term incentive-based cash and non-cash executive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals.

2009 Executive Compensation Components

During the year ended December 31, 2009, we had two executive officers and two individuals acting in similar capacities. We target base salaries for senior management at levels that are comparable to similar positions at companies with whom we compare for compensation purposes. The Board reviews and approves all executive officer salary adjustments and recommended by the CEO. The Board also reviews the performance of the CEO and establishes his base salary.

No actions took place in 2009 relative to Executive Compensation.

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to our Named Executive Officers during the two years ended December 31, 2009.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)
Paul R. Dias (1),	2009	$121,550	-	-	-	-	-	-	$121,550
CEO & Director	2008	-	-	-	-	-	-	-	-

Juan D. Perez (1),	2009	-	-	-	-	-	-	-	-
President	2008	-	-	-	-	-	-	-	-

Tod Turley (1),	2009	$104,166	-	-	-	-	-	-	$104,166
Acting COO (2)	2008	-	-	-	-	-	-	-	-

David Toone ,	2009	$68,875	-	-	-	-	-	-	$68,875
Acting CFO (3)	2008	-	-	-	-	-	-	-	-

(1)	Has an indirect ownership interest in the 17,110,066 shares of common stock currently issued and outstanding of the Company through its interest in MINTL, which is holding 10,675,466 shares of common stock (issued on January 20, 2010) of the Company.

(2)	Mr. Turley was appointed Chief Operating Officer and Assistant Secretary of the Company on January 12, 2010. During 2009, Mr. Turley was Acting Chief Operating Officer of the Company. Mr. Turley was appointed Director, Treasurer and Secretary on March 30, 2010.

(3)

During 2009, Mr. Toone was an independent consultant of the Company and provided services as the Acting Chief Financial Officer of the Company. Mr. Toone’s contract with the Company was not renewed as of February 2010 thus his position as Acting Chief Financial Officer of the Company was terminated.

Executive Employment Agreements

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

Compensation Committee

We currently do not have a compensation committee of the board of directors. Until a formal committee is established our entire board of directors will review all forms of compensation provided to our executive officers, directors, consultants and employees, including stock compensation.

Director Compensation

~~Additionally~~All directors will be reimbursed for expenses incurred in attending Board or committee, as awhen ~~result~~established, ofmeetings. From ~~having~~time ~~limited~~to ~~resources~~time, wecertain dodirectors who are not ~~currently~~employees ~~have~~may anreceive ~~established~~ shares of our common stock. We did not pay compensation ~~package~~to ~~for~~our ~~board~~directors ~~members~~during the two years ended December 31, 2009.

Board Committees

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

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information, to the best of ~~our~~the Company’s knowledge, about the beneficial ownership of ~~our~~its common stock on March 931, ~~2009~~2010, relating to the beneficial ownership of ~~our~~the Company’s common stock by those persons known to beneficially own more than 5% of ~~our~~the Company’s capital stock and by ~~our~~its directors and executive officers. ~~The percentage of beneficial ownership for the following table is based on 14,000,000 shares of common stock outstanding.~~

~~Beneficial ownership~~The ispercentage ~~determined in accordance with the rules~~ of ~~the Securities and Exchange Commission and does not necessarily indicate~~ beneficial ownership for ~~any~~ ~~other~~the ~~purpose.~~following ~~Under~~table ~~these~~is ~~rules,~~based ~~beneficial~~on ~~ownership~~17,110,066 ~~includes those shares~~ of common stock ~~over~~outstanding ~~which~~as ~~the~~of ~~stockholder~~March ~~has~~31, ~~sole or shared voting or investment power~~2010. ItAs ~~also includes shares~~ of ~~common stock that~~ the ~~stockholder has~~date aof ~~right~~this ~~to acquire within 60 days after March 9~~report, ~~2009~~Management ~~pursuant~~has toan ~~options, warrants,~~indirect ~~conversion privileges or other right. The percentage~~ ownership ofinterest in the ~~outstanding~~ ~~common stock~~17, ~~however~~007,466 isshares ~~based~~currently onissued ~~the~~and ~~assumption,~~outstanding ~~expressly required~~of by the ~~rules~~Company ofthrough ~~the~~management’s ~~Securities~~interest ~~and~~in ~~Exchange Commission~~MINTL, ~~that only the~~which ~~person or entity whose ownership~~ is ~~being~~holding ~~reported~~10,675,466 ~~has converted options or warrants into~~ shares of ~~our~~ common stock of the Company.

~~Security~~Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or united voting or investment power. It ~~Ownership~~also includes (unless footnoted) shares of ~~Management~~common stock that the stockholder has a right to acquire within 60 days after March 31, 2010 through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into units of our common stock.

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

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

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

Name and address of Beneficial Owner(1)	Number of Shares	Percent of Outstanding Shares of Common Stock

Paul Dias (2)	See footnote (2)	See footnote (2)
Juan Perez (2)	See footnote (2)	See footnote (2)
Tod Turley (2)	See footnote (2)	See footnote (2)
Minatura International, LLC (MINTL) (2) 215 Lyon Drive, PO Box 2590 Fernley, NV 89408	10,675,466	63%

All Beneficial Owners and Management as a Group	10,675,466	63%

(31) ~~Rounded~~As used in this table, “beneficial ownership” means the sole or united power to vote, or to direct the ~~nearest~~voting ~~whole~~of, ~~percentage~~a security, or the sole or united investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

(42) OnPaul ~~January~~Dias, 1CEO and a Director of the Company, ~~2009~~Juan Perez, ~~Mr.~~President ~~Causey~~of the Company, and ~~Ms.~~Tod ~~Stoecklein~~Turley, ~~submitted~~Director, ~~their~~COO ~~resignations~~and Secretary of ~~their~~the ~~positions~~Company have shared voting power and shared investment power with respect to all the ~~Company~~shares as beneficially owned by MINTL. ~~However,~~Mr. ~~subsequent~~Dias’ tofamily trust, the ~~Merger~~Five ~~Agreement~~Star ~~being~~Family ~~terminated~~Trust, which owns 64% of MINTL’s issued and outstanding shares (Mr. ~~Causey~~Dias ~~was~~has ~~reappointed~~dispositive aspower of the ~~sole~~shares ~~officer~~held by the Five Star Family Trust). Mssrs. Perez and ~~director~~Turley own 1% of MINTL’s issued and outstanding shares.

Security Ownership of Beneficial Owners

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

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

(2) Adjusted for 10:1 forward split.

(3) Rounded to the nearest whole percentage.

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

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

~~During January~~In ofthe ~~2007~~Restructured Transactions, ~~Mr.~~we ~~Causey~~sold ~~received 7~~10,~~500~~675,~~000~~466 shares of our common stock, atto Minatura International LLC, a ~~price~~ ofDelaware ~~$0.001~~limited ~~per~~liability ~~share~~company as(“MINTL”) ain ~~founder~~exchange offor ~~Boatatopia~~$3.8 Mrmillion in cash. Additionally, ~~Causey~~we isacquired anthe ~~officer, sole~~assignment ~~director,~~of ~~stockholder,~~the Concessions and ~~promoter~~certain ofmining ~~Boatatopia~~equipment and ~~developed~~other ~~the~~related ~~website~~assets from ~~and~~MINTL’s ~~business~~subsidiary ~~plan~~Proyecto Coco Hondo S.A.S ~~The~~(“Coco ~~proceeds~~Hondo”) through our subsidiary Minatura Colombia S.A.S. (“MCOL”). MCOL assumed approximately $2.2 million in liabilities from Coco Hondo and expects to pay Coco Hondo approximately $5.9 million based on the delivery of bills of sale for the assigned assets. The first bill of sale was executed and delivered on December 31, 2009 and included all the ~~shares~~Concessions and all the assets relating to Mrthe Zaragoza Project. MCOL ~~Causey,~~paid $76.5 billion Colombian Pesos (equivalent to $3.3 million) relating to such bill of sale on January 25,~~500~~ 2010. The remaining assets, ~~constituted~~primarily those relating to the ~~initial~~San ~~cash~~Pablo ~~capitalization~~Gold Mine and including one additional mining concession, will be subject to a final bill of sale for approximately $2.6 million anticipated to be delivered in the ~~company~~second quarter of 2010 when Coco Hondo is expected to deliver sufficient financial statements for such assets that will satisfy the SEC public reporting requirements for the Company. The actual amount of the final bill of sale will be subject to change based on the verifiable book value of the covered assets as of the date of transfer.

MINTL’s ownership includes affiliates of Paul Dias, owning 64% (indirectly by the Five Star Family Trust), and Juan Perez and Tod Turley each owning less than 1%. As a result of the appointment of Messrs. Dias, Turley and Perez to the Board of Directors and executive officers of the Company, all of whom are shareholders of MINTL, there exists a conflict of interest between the Board, the management team and the shareholders of MINTL and the shareholders of the Company in regards to the Restructured Transactions.

The Grid Notes:

MGOL/GRP Grid Note – From June through December of 2009, we loaned GRP, an entity controlled by Officers and Directors of the Company, a net of $1,200,000. Most of the funds were subsequently loaned to GV, an entity controlled by Officers and Directors of the Company.

MGOL/GV Grid Note – From August through December of 2009, we loaned GV, an entity controlled by Officers and Directors of the Company, $1,200,000. In addition, GV borrowed funds from GRP which were funds loaned from the Company, see paragraph above.

The funds advanced under the Grid Notes were primarily utilized by the respective entities to further the business operations of the respective entities in Colombia, businesses which we acquired. The obligations for payment, under the terms of the Grid Notes have been assumed by MINTL, an entity in which officers of our Company have a substantial interest. As of February 28, 2010, the outstanding balance owed by MINTL under the Grid Notes is approximately $1,260,000.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

We engaged De Joya Griffith & Company LLC, Certified Public Accountants & Consultants (“De Joya”) to serve as our independent auditors for the year ended December 31, 2009. We also engaged De Joya to re-audit our financial statements for the year ended December 31, 2008.

(1) AUDIT FEES

The aggregate fees billed ~~for professional services rendered~~ by ~~Lawrence~~De ~~Scharfman~~Joya &for ~~Co.,~~professional ~~CPA~~services ~~P.C.,~~rendered for the ~~audit~~audits of the our ~~annual~~ financial statements for 2009 and 2008, and for the review of the financial statements included in our ~~Form~~quarterly reports on Form 10-Q orfiled ~~services~~with ~~that are normally provided by~~ the ~~accountant~~SEC ~~in connection with statutory and regulatory filings or engagements~~ for ~~fiscal~~2009 ~~years 2008 and 2007~~ were ~~$5,500~~approximately ~~and~~ $132,~~750, respectively~~000.

The aggregate fees billed for professional services rendered by Lawrence Scharfman & Co., CPA P.C., for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings with the SEC for 2008 was $5,500.

In May 2009, the Registrant engaged Moore & Associates, Chartered to serve as the Registrant’s independent registered public accountants. The aggregate fees billed for professional services rendered by Moore & Associates, Chartered for the review of the financial statements included in our Form 10-Q for the periods ended March 31, 2009 and June 30, 2009 was $2,000.

(2) AUDIT-RELATED FEES

~~The aggregate fees billed by Lawrence Scharfman & Co~~None., CPA P.C., for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements for the fiscal years 2008 and 2007 were $5,500 and $1,750, respectively.

(3) TAX FEES

~~The aggregate fees billed by Lawrence Scharfman & Co~~None.~~, CPA P.C. for professional services rendered by the principal accountant for the fiscal years 2008 and 2007 were $-0- and $-0-, respectively.~~

(43) ALL OTHER FEES

~~There were no other fees to be billed by Lawrence Scharfman & Co~~None.~~, CPA P.C. for the fiscal years 2008 and 2007 other than the fees described above.~~

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee.

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

Not applicable.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

1. The consolidated financial statements listed in the "“Index to Consolidated Financial Statements"” aton page ~~F-1~~50 are filed as part of this report.

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

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

(b) Exhibits

			Incorporated by reference
Exhibit number	Exhibit description	Filed herewith	Form	Period ending	Exhibit	Filing date
Exhibit Number	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
2.1	Agreement and Plan of Merger between ~~Boatatopia~~Minatura Gold, Inc., Boatatopia Sub Corp., and ~~Voice2Page~~Gold ~~Communications~~Resource Partners, ~~Inc~~LLC, dated June 17, 2009.		8-K		2.1	126/3023/0809
2.2	Membership Purchase Agreement between Minatura Gold, Gold Venture 2008, LLC and Flat Holdings, LLC, dated June 12, 2009.		8-K		2.2	7/28/09
3(i)(a)	Articles of Incorporation of Boatatopia		SB-2		3(i)(a)	2/14/07
3(i)(b)	~~Certificate~~Amended ofand ~~Change~~Restated ~~Pursuant~~Articles toof ~~Nevada~~Incorporation, ~~Revised~~dated ~~Statute~~March 7827, 2009.~~209~~		8-K		3(i)(bd)	23/1030/0809
3(i)(c)	Certificate of Amendment to Articles of Incorporation		8-K		3(i)(c)	2/10/08
3(ii)(a)	Bylaws of Boatatopia.		SB-2		3(ii)(a)	2/14/07
3(ii)(a)	Bylaws of Boatatopia		SB-2		3(ii)(a)	2/14/07
3(ii)(b)	Amended and Restated Bylaws dated March 30, 2009.		8-K		3(ii)(b)	3/30/09
4	Instrument defining the rights of security holders: (a)Articles of Incorporation (b)Bylaws (c)Stock Certificate Specimen		SB-2			2/14/07
31	Certification pursuant to Section 302 of the Sarbanes-Oxley Act.	X
10.1	Subscription Agreement		SB-2		10.1	2/14/07
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act.	X
31	Certification pursuant to Section 302 of the Sarbanes-Oxley Act	X
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act	X
99	V2P Termination Letter		8-K		99	03/09/09

3448

SIGNATURES

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

~~BOATATOPIA~~MINATURA GOLD

By: /sS/ ~~Stephen Causey~~ Tod M. Turley

~~Stephen Causey~~Tod M. Turley, ~~President~~Chief Operating Officer

Date: ~~March~~ 25April 2, ~~2009~~2010

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

Signature	Title	Date
/s/ Stephen Causey	President, Treasurer, Secretary Director	March 25, 2009
/S/ Paul R. Dias		April 2, 2010
Stephen Causey
Paul R. Dias	Director, President, Chief Executive Officer (Principal Executive Officer)
/s/ Stephen Causey	Principal Executive Officer	March 25, 2009
Tod M. Turley		April 2, 2010
Stephen Causey
Tod M. Turley	Director, Chief Operating Officer, Treasurer
/s/ Stephen Causey	Principal Accounting Officer	March 25, 2009
	Secretary, and Principal Accounting Officer
Stephen Causey

3549

~~BOATATOPIA~~MINATURA GOLD

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-21
BALANCE SHEETS	F-3
CONSOLIDATED BALANCE SHEETS	F-2
STATEMENT OF OPERATIONS	F-4
CONSOLIDATED STATEMENTS OF OPERATIONS	F-3
STATEMENT OF STOCKHOLDERS' EQUITY	F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	F-4 – F-5
STATEMENT OF CASH FLOWS	F-6
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6
NOTES TO FINANCIAL STATEMENTS	F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-6 – F-22

~~F- 1~~50

Report of Independent Registered Public Accounting Firm

Lawrence Scharfman & Co., CPA P.C.

Certified Public Accountants

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

~~Boatatopia~~Minatura Gold

~~2514 Via~~Henderson, ~~De Pallon Circle~~Nevada

~~Henderson~~We have audited the accompanying balance sheets of Minatura Gold and Subsidiaries (An Exploration Stage Company) as of December 31, 2009 and 2008 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and from inception (January 16, 2007) to December 31, 2009. These financial NVstatements ~~89074~~are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~ ~~audited~~conducted ~~the~~our ~~accompanying~~audit ~~balance~~in ~~sheets~~accordance ofwith ~~Boatatopia~~standards as of the Public Company Accounting Oversight Board (United States). ~~December~~Those ~~31,~~standards ~~2008~~require ~~and~~that ~~2007~~we plan and perform the ~~related~~audit to obtain reasonable assurance about whether the financial statements ~~of operations,~~are ~~stockholders~~free ~~equity~~of ~~and~~material ~~cash~~misstatements. ~~flows~~An ~~for~~audit ~~the~~includes ~~year~~examining, ~~ended~~on ~~December~~a 31test basis, ~~2008,~~evidence ~~for~~supporting the ~~inception~~amounts ~~period~~and ~~January~~disclosures ~~16,~~in ~~2007~~the ~~through~~financial ~~December~~statements. An ~~31,~~audit ~~2007,~~also includes assessing the accounting principles used and ~~inception~~ ~~period~~significant ~~January~~estimates 16made by management, ~~2007~~as towell ~~December~~as ~~31,~~evaluating ~~2008~~the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~These~~ In our opinion, the financial statements ~~are~~referred to above present fairly, in all material respects, the ~~responsibility~~financial position of Minatura Gold and Subsidiaries (An Exploration Stage Company's) ~~Management. Our responsibility~~as isof toDecember ~~express~~31, an2009 ~~opinion~~and on2008 ~~these~~and ~~financial~~the ~~statements~~results ~~based~~of onits operations and cash flows for the years then ended and from inception (January 16, 2007) to December ~~our~~31, ~~audits~~2009 in conformity with generally accepted accounting principles.

~~We conducted~~The ~~our~~accompanying ~~audit~~financial instatements ~~accordance~~have ~~with~~been ~~standards~~prepared ofassuming that the ~~Public~~ Company ~~Accounting~~ ~~Oversight~~will ~~Board~~continue ~~(United~~as ~~States). Those~~a ~~standards~~going ~~require that~~concern. weAs ~~plan~~discussed ~~and~~in ~~perform~~ the ~~audit~~financial tostatements, ~~obtain~~the ~~reasonable~~Company ~~assurance~~has ~~about~~suffered ~~whether the~~losses ~~financial~~from ~~statements~~operations ~~are~~and ~~free~~the ofCompany ~~material~~has ~~misstatements.~~an Anaccumulated ~~audit~~deficit ~~include examining~~of ($1,889,447), onall aof ~~test~~which ~~basis~~raise ,substantial doubt ~~evidence~~about ~~supporting~~its ~~the~~ability ~~amounts~~to ~~and~~continue ~~disclosures~~as ~~in the~~a ~~financial~~going ~~statements~~concern. AnManagement’s ~~audit~~plan ~~also~~in ~~includes~~regards ~~assessing~~to ~~the accounting~~these ~~principles~~matters ~~used~~is ~~and~~also ~~significant~~described ~~estimates~~in ~~made~~Note by3. ~~management,~~The asfinancial ~~well as~~statements ~~evaluating~~do ~~the~~not ~~overall~~include ~~financial~~any ~~statement~~adjustments ~~presentation. We believe~~ that ~~our audit~~might ~~provides~~result afrom ~~reasonable~~the ~~basis~~outcome ~~for~~of ~~our~~this ~~opinion~~uncertainty.

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

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

~~/s/~~Henderson, ~~Lawrence Scharfman Boynton Beach Florida Lawrence Scharfman CPA~~Nevada

March 25 26, ~~2009~~2010

F- ~~LICENSED IN FLORIDA & NEW YORK -~~1

F- 2

		MINATURA GOLD
		(FORMERLY BOATATOPIA)
		(AN EXPLORATION STAGE COMPANY)
		CONSOLIDATED BALANCE SHEETS

			December 31,
			2009	2008
ASSETS

Current assets:
	Cash		$ 3,843,407	$ 9,790
	Prepaid stock compensation		626,630	-
	Lines of credit receivable - related party		2,392,176	-
	Accrued interest receivable - related party		42,934	-
	Other current assets		52,314	12,035
	Total current assets		6,957,461	21,825

Property, equipment and mining rights			3,183,251	-

Total Assets			$ 10,140,712	$ 21,825


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
	Accounts payable		98,424	1,000
	Accounts payable - related party		96,299	293
	Accrued expenses		221,752	-
	Line of credit		140,900	-
	Contract payable - related party		3,200,202	-
	Total current liabilities		3,757,577	1,293

	Bank loan		15,945	-
	Obligations under capital leases		211,101	-
Total liabilities			3,984,623	1,293


Stockholders' equity:
	Preferred stock, $0.001 par value, 10,000,000 shares
	authorized, no shares issued and outstanding as of
	December 31, 2009 and December 31, 2008		-	-
	Common stock, $0.001 par value, 1,000,000,000 shares
	authorized, 17,007,466 and 14,000,000 shares issued and outstanding
	as of December 31, 2009 and December 31, 2008, respectively		17,007	14,000
	Additional paid-in capital		8,015,493	53,500
	Common shares payable		13,000	-
	Accumulated other comprehensive income		36	-
	(Deficit) accumulated during exploration stage		(1,889,447)	(46,968)
	Total stockholders' equity		6,156,089	20,532

Total liabilities and stockholders' equity			$ 10,140,712	$ 21,825

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

The accompanying notes are an integral part of these statements.

~~See Accompanying Notes to Financial Statements~~F-2

~~F- 3~~MINATURA GOLD

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

(FORMERLY BOATAPIA)

~~See Accompanying~~(AN ~~Notes~~EXPLORATION toSTAGE ~~Financial Statements~~COMPANY)

~~F- 4~~CONSOLIDATED STATEMENTS OF OPERATIONS

BOATATOPIA
					Inception
(A DEVELOPMENT STAGE COMPANY)
	For the		For the			(January 16, 2007)
STATEMENTS OF STOCKHOLDERS' EQUITY
											Deficit
											Accumulated
									Additional		During			Total
	Preferred Shares				Common Shares				Paid-In		Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Stage			Equity
Issuance of common stock for cash on organization of the Company		-	$	-		7,500,000	$	7,500	$	-	$	-		$	7,500
Issuance of common stock for professional fees		-		-		1,000,000		1,000		9,000		-			10,000
Net loss for the year ended December 31, 2007		-		-		-		-		-		(13,122	)		(13,122	)
Balance, December 31, 2007		-		-		8,500,000		8,500		9,000		(13,122	)		4,378
Issuance of common stock for cash, net offering costs		-		-		5,500,000		5,500		44,500		-			50,000
Net loss for the year ended December 31, 2008		-		-		-		-		-		(33,846	)		(33,846	)
Balance, December 31, 2008		-	$	-		14,000,000	$	14,000	$	53,500	$	(46,968	)	$	20,532

~~See Accompanying~~Year ~~Notes to Financial Statements~~Ended

~~F- 5~~Year Ended

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

~~See Accompanying~~December ~~Notes to Financial Statements~~31,

~~F- 6~~December 31,

~~BOATATOPIA~~December 31,

~~(A DEVELOPMENT STAGE COMPANY)~~2009

~~NOTES TO FINANCIAL STATEMENTS~~2008

2009

~~NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Revenue

$ - $ - $ -

~~Organization~~Operating expenses:

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

583,908 - 583,908

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

476,892 180 477,194

~~Nature~~License ~~of operations~~and filing fees

7,250 7,186 14,436

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

267,124 26,535 306,659

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

547,124 - 547,124

~~Use~~ Total ~~of estimates~~operating expenses

1,882,298 33,901 1,929,321

~~The preparation~~Net ofoperating 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.loss

(1,882,298 ) (33,901 ) (1,929,321 )

~~Cash~~Other ~~and~~income ~~cash equivalents~~(expense):

~~For the~~Interest 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.income

52 55 107

FInterest income - 7 related party

42,934 - 42,934

~~BOATATOPIA~~Interest expense

(3,167 ) - (3,167 )

~~(A DEVELOPMENT~~ Total ~~STAGE~~other ~~COMPANY~~income (expense)

39,819 55 39,874

~~NOTES TO~~Loss ~~FINANCIAL~~before ~~STATEMENTS~~provision for income taxes

(1,842,479 ) (33,846 ) (1,889,447 )

~~NOTE 1~~Provision –for ~~SUMMARY~~income ~~OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~taxes

- - -

Net loss

$ (1,842,479 ) $ (33,846 ) $ (1,889,447 )

Comprehensive loss:

Net loss

$ (1,842,479 ) $ (33,846 ) $ (1,889,447 )

Foreign currency translation adjustment

36 - 36

Comprehensive loss

$ (1,842,443 ) $ (33,846 ) $ (1,889,411 )

Net loss per common share - basic

$ (0.13 ) $ (0.00 )

Weighted average number of common shares

outstanding - basic

14,277,083 12,812,842

The accompanying notes are an integral part of these statements.

F-3

		MINATURA GOLD (FORMERLY BOATATOPIA) (AN EXPLORATION STAGE COMPANY) CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
								Deficit Accumulated During Exploration Stage
							Accumulated Other Comprehensive Income
					Additional Paid-In Capital	Common Shares Payable			Total Stockholders' Equity
	Preferred Shares		Common Shares
	Shares	Amount	Shares	Amount

Issuance of common stock for cash on organization of the Company
	-	$ -	7,500,000	$ 7,500	$ -	$ -	$ -	$ -	$ 7,500
Issuance of common stock for professional service fees
Issuance of common stock for professional service fees	-	-	1,000,000	1,000	9,000	-	-	-	10,000
Net loss for the year ended December 31, 2007
Net loss for the year ended December 31, 2007	-	-	-	-	-	-	-	(13,122)	(13,122)
Balance at December 31, 2007	-	-	8,500,000	8,500	9,000	-	-	(13,122)	4,378
Issuance of common stock for cash, net of offering costs
Issuance of common stock for cash, net of offering costs	-	-	5,500,000	5,500	44,500	-	-	-	50,000
Net loss for the year ended December 31, 2008
Net loss for the year ended December 31, 2008	-	-	-	-	-	-	-	(33,846)	(33,846)
Balance at December 31, 2008	-	-	14,000,000	14,000	53,500	-	-	(46,968)	20,532
Issuance of common stock for prepaid service
Issuance of common stock for prepaid service	-	-	200,000	200	999,800	-	-	-	1,000,000
Issuance of common stock
for cash, net of offering costs	-	-	11,307,466	11,307	6,948,693	13,000	-	-	6,973,000

F-4

				MINATURA GOLD (FORMERLY BOATATOPIA) (AN EXPLORATION STAGE COMPANY) CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
																Deficit Accumulated During Exploration Stage
														Accumulated Other Comprehensive Income
										Additional Paid-In Capital		Common Shares Payable						Total Stockholders' Equity
		Preferred Shares				Common Shares
		Shares		Amount		Shares		Amount

Cancellation of common shares in connection with stock purchase agreement		-		-		(8,500,000)		(8,500)		8,500				-		-		-
Capital donation		-		-		-		-		5,000		-		-		-		5,000
Foreign currency translation adjustment
		-		-		-		-		-		-		36		-		36
Net loss for the year ended December 31, 2009
	-		-		-		-		-		-		-		(1,842,479)		(1,842,479)

Balance at December 31, 2009	-		-		17,007,466		$ 17,007		$ 8,015,493		$ 13,000		$ 36		$ (1,889,447)		$ 6,156,089

The accompanying notes are an integral part of these statements.

F-5

		MINATURA GOLD
		(FORMERLY BOATATOPIA)
		(AN EXPLORATION STAGE COMPANY)
		CONSOLIDATED STATEMENTS OF CASH FLOWS

					Inception
					(January 16,
			For the	For the	2007)
			Year Ended	Year Ended	to
			December 31,	December 31,	December 31,
			2009	2008	2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$ (1,842,479)	$ (33,846)	$ (1,889,447)
Adjustments to reconcile net loss to
net cash used in operating activities:
	Common shares issued for services		-	-	10,000
	Impairment charge on assets acquired		547,124	-	547,124
	Stock based consulting compensation		373,370	-	373,370
Changes in operating assets and liabilities:
	Increase in other current assets		(14,635)	(12,035)	(26,670)
	Increase in accrued interest receivable		(42,934)	-	(42,934)
	Increase in accounts payable		58,083	1,293	59,376
	Increase in accrued expense		28,364	-	28,364
Net cash used in operating activities			(893,107)	(44,588)	(940,817)

CASH FLOWS FROM INVESTING ACTIVITIES
	Advances under line of credit receivable		(2,785,998)	-	(2,785,998)
	Repayments under line of credit receivable		393,822	-	393,822
	Purchase of asset group net of liabilities ($555,818)		(3,200,202)	-	(3,200,202)
Net cash used in investing activities			(5,592,378)	-	(5,592,378)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock, net of offering costs		6,973,000	50,000	7,030,500
	Donated capital		5,000	-	5,000
	Proceeds from line of credit		140,900	-	140,900
	New asset financing - related party		3,200,202	-	3,200,202
Net cash provided from financing activities			10,319,102	50,000	10,376,602

NET CHANGE IN CASH			3,833,617	5,412	3,843,407

CASH AT BEGINNING OF YEAR			9,790	4,378	-

CASH AT END OF YEAR			$ 3,843,407	$ 9,790	$ 3,843,407

SUPPLEMENTAL INFORMATION:
	Interest paid		$ -	$ -	$ -
	Income taxes paid		$ -	$ -	$ -

Non-cash activities:
Issuance of common shares for services performed			$ -	$ -	$ 10,000
Issuance of common shares in advance of services performed			$1,000,000	$ -	$1,000,000

The accompanying notes are an integral part of these statements.

F-6

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

NOTE 1 – NATURE OF OPERATIONS

The Company was incorporated on January 16, 2007 under the laws of the State of Nevada, as Boatatopia. The Company was engaged in the business of marketing of boats and boating products and services through an online website. On March 30, 2009, the Company amended its articles of incorporation and bylaws to change its name from Boatatopia to Minatura Gold. In September 2009, the Company established a wholly-owned Colombian subsidiary, Minatura Colombia S.A.S. through which the Company’s operations now include the exploration, development, mining and refining of gold as well as the exploration and commercialization of other precious metals available in the Republic of Colombia. As a result of the closing of the Restructured Transactions (see Note 12 “Agreements” for additional information), the Company owns mining concessions in Colombia and is actively exploring and developing some of the concessions. The mining concessions are located in the mining districts of Antioquia, Bolivar, Caldas, and Cordoba Colombia, and include 21 awarded mining contracts covering approximately 70,410 acres of mining property, including the 1,517 acre hard rock Anorí Project in Anorí, Antioquia (the “Anorí Project”), and the 1,775 acre alluvial gold mining operations in Zaragoza, Antioquia (near El Bagre) (the “Zaragoza Project”). In a closing expected to occur in the second quarter of 2010, the Company anticipates acquiring one additional mining contract, the San Pablo Gold Mine which is part of the 1,633 acre hard rock Remedios Project previously acquired.

The Company has not commenced significant operations and is considered an exploration stage company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principals of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Minatura Colombia S.A.S. All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) 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 consolidated 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 consolidated statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

F-7

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and accounts payable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

Fair value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2009 and 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, line of credit receivable, accounts payable, and line of credit. Fair values were assumed to approximate carrying values for cash, line of credit receivable, payables, and line of credit because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Revenue Recognition

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

~~Website~~Property, ~~Development Costs~~Equipment and Mining Rights

~~Web site~~Property ~~development~~and ~~costs~~equipment ~~for~~are ~~year~~stated ~~ended~~at ~~December~~cost ~~31,~~less ~~2007,~~accumulated ~~were~~depreciation ~~minimal,~~or amortization. Property and ~~were covered~~equipment byis ~~the~~generally ~~Company’s~~depreciated ~~founder,~~using ~~who~~the ~~received~~straight-line ~~7,500,000~~method ~~shares~~over oftheir ~~common~~estimated ~~stock at~~useful ~~a value of $0~~lives.~~001~~ Mining ~~or $7~~property,~~500,~~ ~~which included the founders business plan~~equipment, ~~business~~ ~~concept,~~rights and ~~website.~~licenses ~~Effective~~acquired ~~January~~are ~~2007,~~capitalized ~~the~~at ~~Company~~cost ~~adopted~~and ~~a policy~~are ~~that~~amortized ~~any~~using ~~software-related~~the ~~costs~~straight ofline ~~Websites~~method ~~will~~based beon ~~capitalized in accordance with AICPA Statement of Position No. 98-1, "Accounting for~~ the ~~Costs of~~original ~~Computer~~rights ~~Software Developed~~ or ~~Obtained~~license ~~for~~term ~~Internal~~at ~~Use~~acquisition," not ~~and~~to ~~amortized~~exceed ~~over their~~the ~~estimated~~ useful life. ~~Costs~~of ~~related~~the tocapitalized ~~routine~~costs. Maintenance ~~Web~~costs ~~site maintenance~~ are expensed as incurred.

~~Advertising Costs~~We generally depreciate or amortize the cost of our property and equipment using the straight-line method over the estimated useful lives of the respective assets, which are summarized as follows:

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


Asset Category		Useful Lives
Land		Not depreciated
Machinery and equipment		10 years
Machinery and equipment under capital lease		Lesser of the useful life or the term of the respective lease
Office equipment		5 to 10 years
Operation and domain rights		15 to 20 years
Mining licenses		30 years

~~Fair~~Mineral ~~value~~Acquisition ~~of financial instruments~~Costs

~~Fair value~~The ~~estimates~~costs ~~discussed~~of ~~herein~~acquiring land and mineral rights are ~~based~~considered ~~upon~~tangible ~~certain~~assets. Significant ~~market~~acquisition ~~assumptions~~payments are capitalized. General, administrative and ~~pertinent~~ ~~information~~holding ~~available~~costs to ~~management~~maintain asan ofexploration ~~December~~property ~~31,~~are ~~2008~~expensed ~~and~~as ~~2007~~incurred. ~~The~~ If ~~respective~~a ~~carrying~~mineable ~~value~~ore ofbody ~~certain~~is ~~on-balance-sheet~~discovered, ~~financial~~such ~~instruments approximated~~costs ~~their~~are ~~fair~~amortized ~~values.~~when ~~These~~production begins ~~financial~~using ~~instruments~~the ~~include~~units-of-production ~~cash and accounts payable~~method. If ~~Fair~~no ~~values~~mineable ~~were~~ore ~~assumed~~body tois ~~approximate~~discovered ~~carrying~~or ~~values~~such ~~for cash~~rights ~~and~~are ~~payables~~otherwise ~~because~~determined ~~they~~to ~~are~~have ~~short~~diminished ~~term~~value, insuch ~~nature~~costs ~~and~~are ~~their~~expensed ~~carrying amounts~~in ~~approximate~~the ~~fair~~period ~~values~~in orwhich ~~they~~the ~~are~~determination ~~payable~~is ~~on demand~~made.

F- 8

~~BOATATOPIA~~Minatura Gold

(~~A DEVELOPMENT~~An ~~STAGE~~Exploration ~~COMPANY~~Stage Company)

~~NOTES TO~~Notes ~~FINANCIAL~~to ~~STATEMENTS~~Consolidated Financial Statements

~~NOTE 1~~Exploration ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Costs

~~Stock-Based Compensation~~Exploration costs are charged to expense as incurred. Costs to identify new mineral resources, to evaluate potential resources, and to convert mineral resources into proven and probable reserves are considered exploration costs.

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

~~Earnings~~Mineral ~~per~~exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed and commercialized as a result of establishing proven and probable reserves, costs incurred prospectively to develop the property will be capitalized as incurred and are amortized using the units-of-production method over the estimated life of the ore body based on estimated recoverable ~~share~~ounces in proven and probable reserves.

~~The Company~~Impairment ~~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 antiLong-~~dilutive~~Lived ~~they are not considered in the computation.~~Assets

~~Income~~The Company reviews the carrying value of the long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of the asset by estimating the future net cash flows on an undiscounted basis expected to result from the asset, including eventual disposition. ~~taxes~~ If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value. See Note 4 for additional information related to impairment charges on assets acquired as part of the Asset Purchase Agreement.

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

The operations of the Company have been, and may in the future be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against earnings as incurred or capitalized and amortized depending on their future economic benefits.

Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries.

Foreign Currency Translation

The functional currency for the Company’s foreign subsidiary is the applicable local currency. Assets and liabilities of the Company’s foreign subsidiary are translated into U.S. dollars using period-end exchange rates, revenues and expenses are translated at average monthly exchanges rates, and equity accounts are translated at historical rates. Net changes resulting from such translations are recorded as a component of translation adjustments in “Accumulated other comprehensive income” in the Company’s consolidated balance sheet.

F-9

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

Share-based Compensation

The Company recognizes stock based compensation expense using the fair value method. Accordingly, the Company recognizes the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards. The Company uses a Black-Scholes option valuation model to estimate the fair value of each option awarded. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount recognized.

Net Loss per Share

The Company calculates net loss per share in accordance with Accounting Standards Update (“ASU”), Earning Per Share (Topic 260) which requires the presentation of both basic and diluted earnings per share (“EPS”) on the consolidated income statements. Basic EPS would exclude any dilutive effects of options, warrants and convertible securities but does include the restricted shares of common stock issued. Diluted EPS would reflect the potential dilution that would occur if securities of other contracts to issue common stock were exercised or converted to common stock.

Basic EPS calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted EPS calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Income Taxes

The Company follows ASU Income Taxes (Topic 740) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

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

F- 910

~~BOATATOPIA~~Minatura Gold

(~~A DEVELOPMENT~~An ~~STAGE~~Exploration ~~COMPANY~~Stage Company)

~~NOTES TO~~Notes ~~FINANCIAL~~to ~~STATEMENTS~~Consolidated Financial Statements

~~NOTE 1~~The –Company ~~SUMMARY~~adopted OFASU ~~SIGNIFICANT~~Income ~~ACCOUNTING~~Taxes ~~POLICIES~~ (~~CONTINUED~~Topic 740) as it related to accounting for uncertainties. ASU 740 clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASU 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As a result of implementing ASU 740, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.

Income taxes (Continued)

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

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

The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, ~~2008~~2009 and ~~2007~~2008, no income tax expense has been incurred.

~~Recent pronouncements~~Recently Issued Accounting Standards

~~FAS~~In ~~161~~December 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-17, Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities, and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning October 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which the provisions of ASU 2009-15 may have on the Company’s consolidated financial statements.

~~In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non~~F-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. The Company does not expect that the adoption of SFAS 161 will have a material impact on its financial condition or results of operation.11

~~F- 10~~Minatura Gold

~~BOATATOPIA~~(An Exploration Stage Company)

~~(A DEVELOPMENT~~Notes ~~STAGE~~to ~~COMPANY)~~Consolidated Financial Statements

~~NOTES~~In December 2009, the FASB issued ASU 2009-16, Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets, which formally codifies FASB Statement No. 166, Accounting for Transfers of Financial Assets into the ASC. ASU 2009-16 represents a revision to the provisions of former FASB TOStatement ~~FINANCIAL~~No. ~~STATEMENTS~~140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities and will require more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets. Among other things, ASU 2009-16 (1) eliminates the concept of a “qualifying special-purpose entity”, (2) changes the requirements for derecognizing financial assets, and (3) enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets and an entity’s continuing involvement in transferred financial assets. ASU 2009-16 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning October 1, 2010. Early application is not permitted. The provisions of ASU 2009-16 are not expected to have a material impact on the Company’s consolidated financial statements.

~~NOTE~~In October 2009, the FASB published FASB ASU 2009-13, Revenue Recognition (Topic 605) - Multiple-Deliverable Revenue Arrangements. ASU 2009-13 addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria 1in –ASC ~~SUMMARY~~Subtopic OF605-25, ~~SIGNIFICANT~~Revenue ~~ACCOUNTING~~Recognition-Multiple-Element ~~POLICIES~~Arrangements, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (~~CONTINUED~~a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor's multiple-deliverable revenue arrangements. The provisions of ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 or the Company’s fiscal year beginning October 1, 2010. Early adoption is permitted. The provisions of ASU 2009-13 are not expected to have an impact on the Company’s consolidated financial statements.

~~Recent~~In ~~pronouncements~~ June 2009, the FASB established the FASB Codification, which officially commenced July 1, 2009, to become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (~~continued~~“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. Generally, the Codification is not expected to change U.S. GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted the new standards for the year ended December 31, 2009. All references to authoritative accounting literature are now referenced in accordance with the Codification.

~~FAS 162~~ F-12

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

~~FAS~~(An ~~163~~Exploration Stage Company)

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

~~FSP~~In ~~FAS~~October 2008, the FASB issued guidance regarding subsequent events. This guidance 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. In particular, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events ~~142-3~~or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and the adoption did not have a material impact on the Company’s consolidated financial position or results of operations. We have evaluated subsequent events after the balance sheet date of December 31, 2009 through the date the financial statements were available to be filed with the SEC. (See Note 13– Subsequent Events.)

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

F-The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the exploration stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged 11substantially in financing activities and developing its business plan, and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from January 16, 2007, (inception) through the period ended December 31, 2009 of $1,889,447. In addition, the Company’s exploration activities since inception have been financially sustained through equity and debt financing.

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

~~(A DEVELOPMENT~~NOTE ~~STAGE~~4 ~~COMPANY)~~– ASSET PURCHASE

~~NOTES~~Minatura Colombia S.A.S. (“MCOL”), the Company’s Colombian wholly-owned subsidiary entered into an Asset Purchase Agreement (the “MCOL Asset Purchase Agreement”) with Proyecto Coco Hondo SAS (“Coco Hondo”), an entity wholly owned by Minatura International, LLC (“MINTL”) the Company’s majority shareholder, to purchase mining concessions located in the mining TOdistricts ~~FINANCIAL~~of ~~STATEMENTS~~Antioquia, Bolivar, Caldas, and Cordoba Colombia, and include 21 awarded mining contracts covering approximately 70,410 acres of mining property, including the 1,517 acre hard rock Anorí Project in Anorí, Antioquia (the “Anorí Project”), and the 1,775 acre alluvial gold mining operations in Zaragoza, Antioquia (near El Bagre) (the “Zaragoza Project”). Under the Asset Purchase Agreement, MCOL will assume approximately $2.2 million in liabilities from Coco Hondo and expects to pay Coco Hondo approximately $5.9 million based on the delivery of bills of sale for the assigned assets. (See Note 12 “Asset Purchase Agreement” for additional information).

~~NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~F-13

~~Recent~~Minatura ~~pronouncements (continued)~~Gold

~~EITF 03-6-1~~(An Exploration Stage Company)

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

~~NOTE~~The first of two bills of sale was executed and delivered on December 31, 2009 and included all the concessions and assets relating to the Zaragoza Project. MCOL paid $6.5 billion Colombian Pesos (equivalent to U.S. $3.3 million) relating to such bill of sale on January 25, 2010. The Company recorded a $100,000 foreign currency translation loss on payment reflecting the fluctuation in exchange rates since December 31, 2009. The remaining assets, primarily those relating to the San Pablo Gold Mine and including one additional mining concession, will be subject to a final bill of sale for approximately U.S. $2.7 –million ~~GOING~~anticipated ~~CONCERN~~to be delivered in the second quarter of 2010 when Coco Hondo is expected to deliver sufficient financial statements for such assets that will satisfy the SEC public reporting requirements for the Company. The actual amount of the final bill of sale will be subject to change based on the verifiable book value of the covered assets as of the date of transfer.

The ~~accompanying~~ ~~financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of~~ assets acquired and ~~the satisfaction of~~ liabilities inassumed ~~the~~as ~~normal course~~ of ~~business.~~December ~~As noted above~~31, ~~the~~2009 ~~Company~~under ~~is in~~ the ~~development~~first ~~stage~~bill ~~and,~~of ~~accordingly,~~sale ~~has~~based ~~not yet~~upon ~~generated~~their ~~revenues~~estimated ~~from~~fair ~~operations.~~values ~~Since~~on ~~its inception,~~ the ~~Company~~close ~~has been~~date ~~engaged~~are ~~substantially~~as in financing activities and developing its business plan, setting up its internet website, and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from January 16, 2007, (inception) through the period ended December 31, 2008 of ($46,968). In addition, the Company’s development activities since inception have been financially sustained through equity financing.follows:

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

Assets:
Advances		$ 3,490
Property, equipment & mining rights		3,183,251
Deferred charges		569,279
		3,756,020
Liabilities:
Accounts payable and accrued expenses		328,772
Bank loan		15,945
Obligations under capital leases		211,101
		555,818
Total purchase price		$ 3,200,202

~~NOTE 3~~The –Company’s ~~PREPAID~~analysis ~~EXPENSES~~for possible impairment of the long-lived assets acquired resulted in the determination that $547,124 of deferred charges acquired on December 31, 2009, were subject to impairment and were charged to “impairment on assets acquired” in the consolidated statements of operations.

~~As of~~NOTE 5 – ~~December~~OTHER ~~31,~~CURRENT ~~2008 and 2007, the Company had $12,035 and $0 in prepaid expenses, respectively. The prepaid expenses relate to legal and accounting fees which will be amortized as the services are rendered.~~ASSETS

~~NOTE 4~~Other –current ~~INCOME~~assets ~~TAXES~~consist of the following:

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

	December 31,
	2009	2008

Prepaid expenses	$ 41,155	$ 12,035
Deposits	5,000	-
Advances	6,159	-
	$ 52,3144	$ 12,035

~~The provision for income taxes consisted of the following components for the years ended December 31, 2008 and 2007:~~F-14

~~F- 12~~Minatura Gold

~~BOATATOPIA~~(An Exploration Stage Company)

~~(A DEVELOPMENT~~Notes ~~STAGE~~to ~~COMPANY)~~Consolidated Financial Statements

~~NOTES TO~~NOTE ~~FINANCIAL~~6 ~~STATEMENTS~~– LINES OF CREDIT RECEIVABLE – RELATED PARTY

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

On June 29, 2009, the Company executed a $1,000,000 unsecured line of credit with Gold Resource Partners (“GRP”), an entity owned and controlled by an officer of the Company. During the year ended December 31, 2009, the Company loaned $992,822 to GRP. A balloon payment of principal and accrued interest is due on June 28, 2010 and bears interest at a rate of 5% per year. The Company recorded interest income of $18,430 during the year ended December 31, 2009.

~~Components of~~On ~~net~~August ~~deferred~~6, ~~tax assets~~2009, ~~including~~the Company executed a ~~valuation~~$2,000,000 ~~allowance~~unsecured line of credit with Gold Venture 2008 (“GV”), ~~are~~an asentity ~~follows~~owned at and controlled by an officer of the Company. During the year ended December 31, ~~2008~~2009, the Company loaned $1,188,651 to GV. A balloon payment of principal and ~~2007:~~accrued interest is due on August 5, 2010 and bears interest at a rate of 5% per year. The Company recorded interest income of $19,417 during the year ended December 31, 2009.

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

On September 22, 2009, the Company executed a $2,500,000 unsecured line of credit with GRP. Net borrowings under the line of credit totaled $210,703 as of December 31, 2009. A balloon payment of principal and accrued interest is due on September 1, 2010 and bears interest at a rate of 5% per year. The Company recorded interest income of $5,087 during the year ended December 31, 2009. (See Note 12 “Asset Purchase Agreement” for additional information and Note 13 “Subsequent Events” for subsequent payments received).

~~The valuation~~NOTE 7 ~~allowance~~– ~~for deferred tax assets as of December 31~~PROPERTY, ~~2008~~EQUIPMENT ~~and~~AND ~~2007~~MINING was $11,846 and $1,093, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2008 and 2007 and maintained a full valuation allowance.RIGHTS

~~Reconciliation between~~The ~~the~~components ~~statutory~~of ~~rate~~property, equipment and ~~the~~mining ~~effective~~rights ~~tax rate is~~ as ~~follows~~of at December 31, ~~2008~~2009 ~~and~~are ~~2007~~as follows:

	2008			2007
Land	$	$ 150,945
Federal statutory rate		(35.0	)%		(35.0	)%
Machinery and equipment		460,059
State taxes, net of federal benefit		(0.00	)%		(0.00	)%
Machinery and equipment under capital lease		211,101
Change in valuation allowance		35.0	%		35.0	%
Office equipment		52,859
Effective tax rate		0.0	%		0.0	%
Operation and domain rights		189,337
Mining licenses		2,118,950
	$	$ 3,183,251

~~F- 13~~The Company recorded no depreciation expense during 2009 and 2008.

~~BOATATOPIA~~NOTE 8 – BORROWINGS

~~(A DEVELOPMENT~~Line ~~STAGE~~of ~~COMPANY)~~Credit

~~NOTES TO~~On ~~FINANCIAL~~July ~~STATEMENTS~~29, 2009, the Company executed a $1,000,000 unsecured line of credit with Elite Capital Management (“Elite”), an unrelated third party. During the year ended December 31, 2009, the Company received $140,900 from Elite. The line of credit is due on June 28, 2010 and bears interest at a rate of 5% per year.

~~NOTE 5 – STOCKHOLDERS EQUITY~~F-15

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

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. The Company incurred interest expense of $3,167 during the year ended December 31, 2009.

Bank Loan

On December 31, 2009, the Colombian subsidiary of the Company, Minatura Colombia, assumed a bank loan payable to Bancolombia as part of the Asset Purchase Agreement with MINTL. The loan bears interest at the Colombian DTF (fixed term rate) plus 13.55% and matures in May 2012. The loan is collateralized by a company vehicle. At December 31, 2009, the balance outstanding on the loan was $32,596,000 Colombian Pesos (equivalent to U.S. $15,945).

Contract Payable – Related Party

On December 31, 2009, as part of the Asset Purchase Agreement, the Company entered into a contract payable totaling $3.2 million with Coco Hondo, a Colombian subsidiary of MINTL, an entity owned and controlled by an officer of the Company and now majority shareholder. The payable is for the purchase of mining concessions including 21 mining contracts covering approximately 70,410 acres of mining property and the 1,775 acre alluvial gold mining operation in Zaragoza, Colombia. Terms of the contract require payment from the Company by March 31, 2010. On January 25, 2010, the MCOL paid Coco Hondo $6.5 billion Colombian Pesos (equivalent to U.S. $3.3 million) in satisfaction of its contractual obligation. The payment to Coco Hondo of $3.3 million reflects a $100,000 foreign currency translation loss reflecting fluctuations in exchange rates since December 31, 2009. (See Note 12 for further discussion of the Asset Purchase Agreement and Note 13 “Subsequent Events” for subsequent payment.)

NOTE 9 – LEASE COMMITMENTS - RELATED PARTY

Operating lease

On December 31, 2009, MCOL assumed an obligation under an operating lease for dredging equipment with Gold Venture LLC. Gold Venture LLC, a subsidiary of MINTL, is owned and controlled by an officer of the company. The operating lease requires future minimum annual lease payments of $405,000 in 2013 and $405,000 in 2018, totaling $810,000, and expires on December 30, 2018. MCOL assumed the obligations under the operating lease as part of the Asset Purchase Agreement with Coco Hondo executed on December 31, 2009. The Company incurred no rent expense during 2009 or during prior periods.

F-16

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

Capital leases

On December 31, 2009, the Company’s Colombian subsidiary, MCOL, assumed a capital lease obligation for drilling equipment with Globeit Holding, Inc. (“Globeit”) totaling $156,094. Globeit, a subsidiary of MINTL, is owned and controlled by an officer of the company. Future minimum annual lease payments, including interest, are $98,398 in 2013 and $98,398 in 2018, totaling $196,796. The capital lease obligation is collateralized by the underlying leased equipment and expires on August 1, 2018. MCOL assumed the capital lease obligation as part of the Asset Purchase Agreement with Coco Hondo executed on December 31, 2009.

On December 31, 2009, the Company’s Colombian subsidiary, MCOL, assumed a capital lease obligation for equipment with Minatura Nevada totaling $55,007. Minatura Nevada is owned and controlled by an officer of the company. Future minimum annual lease payments, including interest, are $34,675 in 2013 and $34,675 in 2018, totaling $69,350. The capital lease obligation is collateralized by the underlying leased equipment and expires on December 1, 2018. MCOL assumed the capital lease obligation as part of the Asset Purchase Agreement with Coco Hondo executed on December 31, 2009.

NOTE 10 – INCOME TAXES

At December 31, 2009 and 2008, the Company had a federal operating loss carryforward of $1,463,676 and $33,846, which begins to expire in 2027.

The provision for income taxes consisted of the following components for the years ended December 31, 2009 and 2008:

	2009	2008
Current:
Federal	$ -	$ -
State	-	-
Deferred	-	-
	$ -	$ -

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2009 and 2008:

	2009	2008
Deferred tax assets:
Net operating loss carryforward	$ 512,287	$ 11,846
Total deferred tax assets	512,287	11,846
Less: Valuation allowance	(512,287)	(11,846)
Net deferred tax assets	$ -	$ -

F-17

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

The valuation allowance for deferred tax assets as of December 31, 2009 and 2008 was $512,287 and $11,846, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2009 and 2008 and maintained a full valuation allowance.

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2009 and 2008:

	2009	2008
Federal statutory rate	(35.0)%	(35.0)%
State taxes, net of federal benefit	(0.00)%	(0.00)%
Change in valuation allowance	35.0%	35.0%
Effective tax rate	0.0%	0.0%

NOTE 11 – STOCKHOLDERS EQUITY

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

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

Common Stock

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

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

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

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

~~As of December 31, 2008, there have been no other issuances of common stock.~~F-18

~~NOTE 6~~Minatura ~~– WARRANTS AND OPTIONS~~Gold

~~As of~~(An ~~December~~Exploration ~~31,~~Stage ~~2008, there were no warrants or options outstanding to acquire any additional shares of common stock.~~Company)

~~NOTE 7~~Notes –to ~~RELATED~~Consolidated ~~PARTY~~Financial ~~TRANSACTIONS~~Statements

In On January ~~2007~~22, 2009, the Company ~~issued~~amended anits ~~officer~~articles of incorporation to increase the ~~Company~~authorized 7capital from 100,~~500~~000,000 common shares ~~of its~~to ~~$0.001~~1,000,000,000 ~~par value~~ common ~~stock~~shares. Additionally, atthe aCompany’s ~~price~~board of ~~$0.001~~directors ~~per~~approved ~~share for~~ a ~~total amount~~10:1 ~~raised~~forward ofstock ~~$7,500~~split inwith ~~exchange~~a ~~for~~record ~~the~~date ~~founding~~of ~~officer's~~February ~~business plan~~2, ~~business~~ ~~concept, and website~~2009.

~~F- 14~~On March 11, 2009, the Company received donated capital of $5,000 from a noteholder.

~~BOATATOPIA~~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 the services over a period of approximately twelve months and the value of the shares will be amortized over the service period. During the year ended December 31, 2009, the Company amortized $373,370 to consulting expense and the balance in prepaid stock compensation was $626,630 as of December 31, 2009.

~~(A DEVELOPMENT~~During ~~STAGE~~the ~~COMPANY)~~year ended December 31, 2009, the Company received $3,173,000 for the sale of 632,000 shares of its $0.001 par value common stock. As of December 31, 2009, the Company had $13,000 recorded as a stock payable for 2,600 shares of $0.001 par value common stock that were unissued.

~~NOTES~~On December 31, 2009, the Company received $3,800,000 for the sale of 10,675,466 shares of its $0.001 par value common stock to Minatura International LLC (“MINTL”), an entity owned and controlled by an officer of the Company as well as the Company’s majority shareholder. In connection with this transaction, certain shareholders of the Company agreed to the cancellation of 8,500,000 shares TOof ~~FINANCIAL~~the ~~STATEMENTS~~Company’s issued and outstanding common stock. (See Note 12 for further discussion of the Asset Purchase Agreement.)

~~NOTE 8~~As –of ~~AGREEMENTS~~December 31, 2009, there have been no other issuances of common stock.

~~On December~~NOTE ~~29,~~12 ~~2008,~~– the Company entered into a reverse triangular merger by and among Boatatopia Sub Corp. (“BSC”), a wholly owned subsidiary of the Company, and V2P Communications, Inc., a Nevada corporation (“V2P”), the constituent entities, whereby the Company intended to issue 16,000,000 shares of its 144 restricted common stock in exchange for 100% of V2P’s outstanding common stock. Pursuant to the terms of the merger, V2P was to be merged with BSC wherein BSC would cease to exist and V2P was to become a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, the Merger was anticipated to become effective on January 30, 2009, as set forth in the Merger Certificate (the time at which the Merger becomes effective shall be referred to herein as the “Effective Time”).AGREEMENTS

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

~~The Merger~~During ~~Agreement~~June ~~contained~~2009 ~~normal~~we entered ~~conditions~~into tomerger ~~closing~~and ~~including~~acquisition agreements with Gold Resource Partners, LLC (“GRP”), Gold Ventures 2008 (“GV”) and Flat Holdings, LLC (“Flat”), (the ~~audited financial~~“Original ~~statements~~Acquisition Agreements”). GRP, GV, and Flat are all owned and controlled by an officer of ~~V2P~~the ~~presented~~Company. As toa result of the Original Acquisition Agreements, the Company advanced $1.6 million to GRP and $1.2 million to GV during the months of August-October of 2009. (See Note 6 “Line of Credit Receivable – Related Party.)

~~Additionally, the~~On ~~Merger~~November ~~Agreement~~24, ~~sets~~2009, ~~forth conditions that~~ the Company ~~complete~~entered ainto ~~10:1 forward~~an ~~split~~Addendum ~~and~~to ~~cancel~~the ~~7,500,000~~Acquisition ~~post~~Agreement ~~split affiliate shares, leaving a balance of 22,500,000 post split shares issued~~ and ~~outstanding.~~Plan ~~The Company intended to conduct a private placement~~ of ~~4,375,000~~Merger ~~shares~~dated ofJune ~~common stock~~12, ~~which~~ ~~would~~2009 ~~provide~~with ~~for~~Gold 26Resource Partners,~~875,000~~ ~~shares~~LLC ~~to be issued~~ and ~~outstanding~~Boatatopia ~~post Merger,~~Sub ~~post Forward Split~~Co., ~~and~~to ~~post~~terminate ~~new~~the ~~issuance~~original agreement.

~~However, V2P was unable to meet the specified conditions of the Merger Agreement. Therefore, the Merger Agreement with V2P has been terminated and no shares were issued.~~F-19

~~NOTE 9~~Minatura ~~– SUBSEQUENT EVENTS~~Gold

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

~~F- 15~~Notes to Consolidated Financial Statements

Additionally, on November 24, 2009, the Company entered into an Addendum to the Membership Purchase Agreement and Plan of Reorganization dated June 12, 2009 with GV and Flat, to terminate the original agreements.

The Restructured Transactions

The owners of GRP, GV, Flat and other affiliated parties have formed Minatura International LLC, (“MINTL”) and have contributed the ownership of GRP and GV into MINTL, and concurrent therewith, MINTL has assumed the collective obligations under the Grid Notes (See Note 6 “Line of Credit Receivable – Related Party). As of November 24, 2009, the Original Acquisition Agreements were terminated and replaced with the following two (2) agreements which were intended to produce the same results as contemplated in the Original Acquisition Agreements:

Security Purchase Agreement

The Company entered into a Securities Purchase Agreement (“SPA”) with MINTL (“MINTL Securities Purchase Agreement”), a company owned and controlled by an officer of the Company, wherein MINTL agreed to purchase 10,675,466 shares of the Company’s common stock in exchange for $3.8 million cash and the assignment to the Company of 100% of the outstanding equity of MINTL’s subsidiary, Minatura Nevada Corp.

On December 21, 2009, the parties agreed to amend the SPA and executed an Addendum to reflect that Minatura Nevada Corp. is being removed as any part of the SPA. Additionally, pursuant to the Addendum, an option to purchase, 100% of the issued and outstanding shares of Minatura Nevada Corp. was granted to the Company. Upon exercise of the option, 100% of the issued and outstanding shares of Minatura Nevada Corp will be delivered to the Company.

The closing of the MINTL Securities Purchase Agreement occurred on December 31, 2009, upon which time MINTL became the Company’s majority shareholder. Additionally, the Company agreed to obtain cancellation of 8,500,000 shares of common stock, currently issued and outstanding and held in escrow, on the closing date of the transaction.

F-20

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

Asset Purchase Agreement

MCOL entered into an Asset Purchase Agreement (the “MCOL Asset Purchase Agreement”) with Proyecto Coco Hondo SAS (“Coco Hondo”), an entity wholly owned by MINTL, to purchase the same assets contemplated in the Original Acquisition Agreements (except for the acquisition of Minatura Nevada Corp.) (the MINTL Securities Purchase Agreement and Addendum and the MCOL Asset Purchase Agreement are collectively referred to as the “Restructured Transactions”). The first of two closings of the MCOL Asset Purchase Agreement occurred on December 31, 2009. Under the Asset Purchase Agreement MCOL will assume approximately $2.2 million in liabilities from Coco Hondo and expects to pay Coco Hondo approximately $5.9 million based on the delivery of bills of sale for the assigned assets. The first bill of sale was executed and delivered on December 31, 2009 and included all the concessions and assets relating to the Zaragoza Project. (See Note 4 “Asset Purchase” for additional information.)

MCOL paid $6.5 billion Colombian Pesos (equivalent to US$3.3 million) relating to such bill of sale on January 25, 2010. The remaining assets, primarily those relating to the San Pablo Gold Mine and including one additional mining concession, will be subject to a final bill of sale for approximately $2.6 million anticipated to be delivered in the second quarter of 2010 when Coco Hondo is expected to deliver sufficient financial statements for such assets that will satisfy the SEC public reporting requirements for the Company. The actual amount of the final bill of sale will be subject to change based on the verifiable book value of the covered assets as of the date of transfer.

As a result of the closing of the Restructured Transactions, the Company owns mining concessions in Colombia and is actively exploring and developing some of the concessions. The mining concessions are located in the mining districts of Antioquia, Bolivar, Caldas, and Cordoba Colombia, and include 21 awarded mining contracts covering approximately 70,410 acres of mining property, including the 1,517 acre the hard rock Anorí Project in Anorí, Antioquia (the “Anorí Project”), and the 1,775 acre alluvial gold mining operations in Zaragoza, Antioquia (near El Bagre) (the “Zaragoza Project”). In a closing expected to occur in the second quarter of 2010, we anticipate acquiring one additional mining contract and the San Pablo Gold Mine which is part of the 1,633 acre hard rock Remedios Project we already acquired. We also entered into agreements with SonicSampDrill B.V. (Netherlands) (“SSD”) and Sonic Sampling & Supply (California) to provide two CRS-V crawling drilling units, tooling and support equipment together with trained crews to provide drilling, sampling and training services for the Zaragoza Project. The drilling program in Zaragoza is being conducted as part of the preparation of a Form 7/NI 43-101 technical report for the Company.

F-21

Minatura Gold

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

NOTE 13 – SUBSEQUENT EVENTS

On January 7, 2010, the Company entered into an Equipment Rental and Personnel Services Agreement with SSD wherein SSD agreed to provide equipment and trained personnel for drilling, sampling and training services. The term of the agreement is for an initial period of three months, starting from the date of arrival of the equipment to the project site, with a unilateral option to extend for an additional three months if so desired by the Company. The Company agreed to pay all payments due under this agreement in Euros. The Company paid SSD the first payment of €222,000 (equivalent to U.S. $324,053) on January 8, 2010 and a second payment of €100,000 (equivalent to U.S. $136,203) will be due within 2 days after the equipment has arrived to the project site which is expected to occur in April 2010.

On January 8, 2010, the Company paid Sonic Sampling & Supply, LLC $281,500 representing a 50% deposit for the purchase of drill rigs and tooling for its Colombian mining operation. The balance remaining of $281,500 is due upon delivery and setup estimated in April, 2010.

The Company has received net principal repayments under its lines of credit receivable with GRP totaling $1,132,000 during the first quarter of 2010.

On January 25, 2010, the Company paid Coco Hondo approximately $6.5 billion Colombian Pesos (equivalent to U.S $3.3 million) to satisfy its obligation in connection with the December 31, 2009 purchase of Colombian mining concessions and related assets. The payment to Coco Hondo of $3.3 million reflects a $100,000 foreign currency translation loss reflecting fluctuations in exchange rates since December 31, 2009.

During February 2010, the Company offered a Private Placement under the provisions of Regulation D promulgated under the Securities Act of 1933. Private Placement consists of up to $5,000,000 (1,000,000 Shares) at $5.00 per share, with minimum subscriptions of $50,000 (10,000 Shares) from any one investor. The Company will utilize the proceeds of this private placement for general working capital purposes. The offering will terminate on March 31, 2010, but can be extended an additional 90 days without notice. As of March 31, 2010, the Company has raised $823,000 through this Private Placement.

During February 2010, the Company engaged Watts, Griffis and McOuat Limited to produce its first SEC Form 7/NI43-101 technical report on the Zaragoza Project expected to commence during the second quarter of 2010.

We have evaluated subsequent events through March 26, 2009, which represents the date the consolidated financial statements were issued.

F-22

Filing Compare · Minatura Gold