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

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

OVERVIEW AND OUTLOOK

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

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

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

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

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

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

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

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

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

Recent Developments

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

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

Plan of Operation

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

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

Liquidity and Capital Resources

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

                          September 30, December 31,  Increase / (Decrease)
                              2009          2008           $           %

Current Assets               $3,943,142      $21,825    $3,921,317  17,967%

Current Liabilities             267,651        1,293       266,358   206%

Working Capital (deficit)  $(3,675,491)    $(20,532)    $3,654,959  1,782%

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

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

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

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

Satisfaction of our cash obligations for the next 12 months.

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

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

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

As a result of our cash requirements and our lack of working capital, although not anticipated, we may continue to issue stock in exchange for loans and/or equity, which may have a substantial dilutive impact on our existing stockholders.

Going Concern

Our financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we have not commenced our planned principal operations and have not generated significant revenues. As shown on the accompanying financial statements, we have incurred a net loss of $555,009 for the period from January 16, 2007 (inception) to September 30, 2009. These conditions raise substantial doubt about our ability to continue as a going concern.

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

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

Summary of any product research and development that we will perform for the term of the plan.

We do not anticipate performing any significant product research and development over the next twelve-month period. Research and development efforts will be based upon the completion of the GRP Merger and the GV Acquisition.

Expected purchase or sale of plant and significant equipment.

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

Significant changes in number of employees.

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

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

Consulting Agreements

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

Critical Accounting Policies and Estimates

Recent Accounting Pronouncements

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

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

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

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

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

Off-Balance Sheet Arrangements

As of September 30, 2009, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.