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

Background Overview

Minatura Gold is a development stage company incorporated in the State of Nevada in January of 2007 as Boatatopia. We were formed to engage in the business of marketing boats and boating products and services through our online website (www.Boatatopia.com.), in a format similar to classified advertising. In January of 2007, we commenced our planned principal operations, and therefore have no significant assets. In February of 2008 we completed our public offering wherein we raised $55,000 to be utilized to commence our business operations. On March 30, 2009, we changed the Company's name from Boatatopia to Minatura Gold.

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

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

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

Recent Developments

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

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

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

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

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

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

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

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

Plan of Operation

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

Satisfaction of our cash obligations for the next 12 months. Until we determine other feasible business opportunities, our plan of operation will continue to:
(i) develop a business plan, and (ii) establish an operational website as soon as practical. We have accomplished the goal of developing our business plan; however, we are in the early stages of setting up an operational website capable of providing a method of advertising boats for sale, along with merchandise and boat oriented services. In order to operate our website, we will be required to have a scalable user interface and transaction processing system that is designed around industry standard architectures and externally developed non-proprietary software. The system will be required to maintain operational data records regarding dealers, used boat listings and leads generated by our listings and e-commerce partners.

Initially, our plan for satisfying our cash requirements for the next twelve months was to be through the funds from our offering (raised $55,000 in February 2008), third party financing, and/or traditional bank financing. During the three months ended March 31, 2009, our officer and sole director, Mr. Causey continued his part time work without compensation and agreed he would not receive any compensation until such time as there were either sufficient funds from operations, or alternatively, funds were available through private placements or another offering in the future. We did not allocate any pay for Mr. Causey out of the funds raised in our offering. If we do not receive any additional funds we could continue in business for the next twelve months. However, we would not be in a position to complete the website as set forth in our business plan, or provide any significant advertisement for our customers, thus we would not anticipate any significant revenues. Since our website is operational, we can conduct business and earn revenues.

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

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

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

Summary of any product research and development that we will perform for the term of the plan. We do not anticipate performing any significant product research and development under our plan of operation. In lieu of product research and development we anticipate maintaining control over our advertising, especially on the Internet, to assist us in determining the allocation of our limited advertising dollars. Additionally, we are researching the various software packages available which can be modified to fit our needs.

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

Significant changes in number of employees. During the three months ended March 31, 2009, the number of employees required to operate our business was one part time individual. Once we commence our advertising program, and word of mouth advertising, our plan of operation anticipates our requiring additional capital to hire at least one full time person.

Milestones:

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

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

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

Liquidity and Capital Resources

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

As of March 31, 2009, we continued to use equity sales and debt financing to provide the capital we need to run our business. In the future we need to generate sufficient revenues from product sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

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

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

Current Assets               $1,130      $21,825     $(20,695)   (95%)

Current Liabilities           7,527        1,293         6,234   482%

Working Capital (deficit)  $(6,397)      $20,532     $(26,929)  (131%)

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

Off-Balance Sheet Arrangements

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