SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                                       OR

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

                          COMMISSION FILE NO. 000-28107

                                OSPREY GOLD CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                INCITATIONS, INC.
                          (Former name of Registrant)

                   Nevada                             88-0335710
                  ---------                           ----------
     (State or Other Jurisdiction     (I.R.S. Employer Identification Number)
      of Incorporation or Organization)

 4 Princess Street, Orangeville, Ontario, Canada              L9W 3X5
 ------------------------------------------                   ------
  (Address of Principal Executive Offices)                  (Zip Code)

        Registrant's telephone number, including area code (519) 940-8117

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

                      COMMON STOCK, .0002 PAR VALUE PER SHARE
                      ------------------------------------
                                (Title of Class)

   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,  and (2) has been  subject to such
filing requirements for the past 90 days. Yes  X    No
                                       ---     ---

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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. ___

      The  registrant  had revenues of $0 (no revenues) for the year
ended  December 31,2003.

      The   aggregate   market  value  of  the  voting   common  stock
held  by non-affiliates  of the  Registrant  on December 31, 2003,  was
approximately  $15,866,455, based on the average bid and asked prices on
such date of $0.60.

      The  Registrant had  38,044,092  shares of common stock,.0002 par
value per share, outstanding on December 31, 2003.


<PAGE>

                                     PART I


ITEM 1.  BUSINESS


GENERAL DESCRIPTION OF BUSINESS

      FORWARD-LOOKING  STATEMENTS AND  ASSOCIATED  RISKS.  THIS FILING
CONTAINS FORWARD-LOOKING  STATEMENTS.  SUCH FORWARD-LOOKING STATEMENTS INCLUDE
STATEMENTS REGARDING,  AMONG  OTHER  THINGS,  (A) OUR  ESTIMATES  OF MINERAL
RESERVES  AND MINERALIZED MATERIAL, (B) OUR PROJECTED SALES AND PROFITABILITY,
(C)  OUR GROWTH STRATEGIES,  (D) ANTICIPATED  TRENDS IN OUR INDUSTRY,  (E) OUR
FUTURE FINANCING PLANS,  (F)  OUR  ANTICIPATED  NEEDS  FOR  WORKING  CAPITAL,
(G)  OUR LACK  OF OPERATIONAL EXPERIENCE,  AND (H) THE BENEFITS RELATED TO
OWNERSHIP OF OUR COMMON STOCK.  FORWARD-LOOKING  STATEMENTS,  WHICH INVOLVE
ASSUMPTIONS AND DESCRIBE OUR FUTURE PLANS, STRATEGIES, AND EXPECTATIONS, ARE
GENERALLY IDENTIFIABLE BY USE OF THE  WORDS  "MAY,"  "WILL,"  "SHOULD,"
"EXPECT,"   "ANTICIPATE," "ESTIMATE," "BELIEVE,"  "INTEND,"  OR  "PROJECT"
OR THE  NEGATIVE  OF THESE  WORDS OR OTHER VARIATIONS  ON THESE  WORDS OR
COMPARABLE  TERMINOLOGY.  THIS INFORMATION  MAY INVOLVE KNOWN AND UNKNOWN
RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE
OUR ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT
FROM THE FUTURE RESULTS,  PERFORMANCE,  OR  ACHIEVEMENTS  EXPRESSED OR
IMPLIED BY ANY FORWARD-LOOKING  STATEMENTS.  THESE STATEMENTS MAY BE FOUND
UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS"  AND "BUSINESS,"  AS WELL AS IN THIS FILING
GENERALLY.  ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THOSE
DISCUSSED IN FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS  FACTORS,
INCLUDING,  WITHOUT  LIMITATION,  THE RISKS OUTLINED UNDER
"RISK FACTORS" AND MATTERS DESCRIBED IN THIS FILING GENERALLY. IN LIGHT
OF THESE RISKS AND  UNCERTAINTIES,  THERE CAN BE NO  ASSURANCE  THAT THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS FILING WILL IN FACT OCCUR AS
PROJECTED.


THE COMPANY

      Osprey Gold Corp. (the "Registrant") plans to produce
economically  valuable  minerals from the mineral properties we
currently control, and from mineral properties that we may acquire in
the future. We have specialized in acquiring and consolidating large,
advanced  exploration-stage  properties with near-term  production
potential and future growth through exploration  discoveries.  Our
acquisition and development emphasis is focused on properties
containing gold and other strategic minerals located in Canada.

      Our seven (7) corporate  directors  and  officers are  individuals
with prior management  experience who specialize in exploration and
development  with large and small  mining  companies.  This  team has in
excess of 200 years of  mineral exploration,  development,  and gold
production  experience, with career tracks beginning at entry-level,
then to mid-management and executive positions.

      We are in the process of transforming from a development-stage company to
a company that  operates its own mines.  We also plan to provide  joint
venture opportunities  to mining  companies to conduct  exploration  or
development  on mineral properties we own or control. We, together with any
future joint venture partners, intend to explore and develop selected
properties to a stage of proven and probable  reserves,  at which time
we would then decide  whether to sell our interest in a property or take

<PAGE>

the property  into  production  alone or with our
partner(s).  We expect that this corporate strategy will  minimize the
financial  risk that we would incur by assuming all the  exploration
costs  associated  with  developing  any one  property,  while
maximizing the potential of success and growth.

      Management  believes  that  Registrant  has  created  the basis for a
competitive  minerals  exploration/development  and operational  company
through assembling a unique group of individuals  with experience in target
generation, ore discovery, resource evaluation, mine development and mine
operations.

      Registrant  has  at  least sixty seven (67) different propertied,
in two separate areas available  for exploration, development and
mining.  The primary source of these lands is through private purchases.

      There are numerous  levels of government  regulation  associated
with the activities  of  exploration  and  mining  companies.   Permits,
which we  are maintaining  and  amending.   These  permits  are subject to
amendment or renewal during our operations.  Although there is no guarantee
that the regulatory agency will timely approve,  if at all, the necessary
permits for our current  operations or other  anticipated  operations,
currently we have no reason to believe that necessary  permits will not
be issued in due course.


COMPETITION AND GOLD PRICE

      The mining industry has historically been intensely competitive.
However, over the last ten years imposition of numerous regulatory requirements
and claim policies by the Government and the general exodus of major gold
corporations  from Canada to  pursue  mineral  exploration  in  foreign
countries  has allowed  large areas of very  prospective  mineralized
ground to become open for location and acquisition.  Nonetheless, the
increasing price of gold in 2002 and 2003 to date has led to a number
of  companies  to begin  once again to  aggressively  acquire  claims
and  properties.  Gold  prices  in 2002 increased  from $278 to $349 and
closed at $347.  During  the first  quarter of 2003, the gold price
reached $382 in early February  before closing  at $415.20 at the end of
December, 2003.


CAPITAL EQUIPMENT

      In the next twelve months, we anticipate purchasing and leasing
some capital equipment for mining operations, which will be support
equipment for the processing and fixed facilities presently owned by the
registrant.  The Registrant will be leasing two Half/ton pickups, two
rock dump trucks, one three yard front-end loader, one two yard front-
end loader, one compressor, one electric generator, sixteen jack legs
and stops, one large front-end loader, and an undetermined number of
water pumps.


MINING PROPERTIES AND PROJECTS

      The following describes the existing mining or development projects found
in Canada that are owned or  controlled  by us. Combined, they make up
the 67 different properties owned by the Registrant and are in two
areas.  Our  primary and most  important mining property assets are
indicated as the Lingman Lake Project and the Jerome Mine project.

<PAGE>

Presently, only the Lingman Lake Project has been surveyed by a
geologist, who has provided estimates of reserves.

========================================================================

                        REGISTRANT PROBABLE RESERVES
========================================================================

<TABLE>
<CAPTION>

<S>             <C>                  <C>      <C>        <C>     <C>
PROPERTY        PROBABLE RESERVE     GRADE    RECOVERY   PRICE   METAL RECOVERABLE
----------------------------------------------------------------------------------

Lingman Lake    1,700,000 tons       0.3 opt    94%      $400/oz    500,000 oz. au


================================================================================
</TABLE>

      Jerome Project, CANADA
      ----------------------

Consists of 56 mining claims which cover approximately 20 miles in
length by 4 miles in width.  The Jerome properties are located between
to major mining cities in Ontario, Canada; Sudbury and Timmins.



      Lingman Lake Project, CANADA
      ----------------------------


This property is comprised of four patented mining claims, 200 miles
north of Red Lake, Ontario, just east of the Manitoba border which
include the surface and mineral rights.  Previous work included 105,539
feet of diamond  drilling to a vertical depth of only 400 feet.  A bulk
sample yielded a gold grade of 0.452 ounces.  The Lingman gold belt has
open extensions; lateral extensions appear to correspond to the areas of
IP anomalies.  The defined resources are 1,700,000 tons broken down into
400,000 tons grading 0.4 ounces and the remaining 1,300,000 tons grading
0.3 ounces.  A surface stockpile of 50,000 tons grades 0.4 ounces.

      STAFFING
      --------

      Current:

Gordon Leliever, President

Douglas Budden, Vice-President

Gerald Colborne, Director

Gerald Baird, Director

A.C.A. Howe, Director

Betty North, Officer/Secretary

Douglas Young, C.F.O./Director

John Leliever, General Camp Mgr.

In the immediate future, the Registrant plans to hire numerous executive
and non-executive personnel, including, but not limited to a



<PAGE>

Sr. Chief Geologist, Mine Manager (plus his staff),
Field Operations Mgr., Sr. Geologist x 2, Data Input Technician, Field
Assistant, Computer & Map Technician, Geologist & Land Mgr., General
Laborers and Core Cutters.



      CERTAIN BUSINESS RISK FACTORS

      You should carefully consider the risks described below before purchasing
our common stock. If any of the following  risks actually  occur, our business,
financial  condition,  or results or operations  could be  materially adversely
affected, the trading of our common stock could decline, and you may lose all
or part of your  investment.  You should acquire shares of our common stock
only if you can afford to lose your entire investment.


      FORWARD-LOOKING NATURE OF RESERVE AND MINERALIZATION ESTIMATES

      Estimates of mineral  reserves and of mineralized  material are
inherently forward-looking  statements  subject to error. Although estimates of
proven and probable reserves are made based on a high degree of assurance in
the estimates at the time the estimates are made, unforeseen events and
uncontrollable factors can have significant  adverse impacts on the estimates.
Actual conditions will inherently   differ  from   estimates.  The unforeseen
adverse events  and uncontrollable factors include: geologic uncertainties
including inherent sample variability,  metal price  fluctuations, fuel price
increases, variations  in mining and processing parameters, and adverse changes
in environmental or mining laws and regulations.  The timing and effects of
variances from estimated values cannot be predicted.

      *     GEOLOGIC   UNCERTAINTY  AND  INHERENT   VARIABILITY:
although  the estimated  reserves and  additional  mineralized  material
have been delineated  with  appropriately  spaced  drilling  to
provide a high degree of assurance in the continuity of the
mineralization, there is inherent  variability between duplicate samples taken
adjacent to each other and between  sampling  points  that cannot be
reasonably  eliminated. There may also be unknown geologic details that
have not been  identified  or correctly  appreciated  at the current
level of delineation. This results in uncertainties that cannot be
reasonably eliminated  from  the  estimation  process.  Some  of the
resulting variances can have a positive  effect and others can have a
negative effect on mining  operations.  Acceptance of these
uncertainties is part of any mining operation.

      *     METAL PRICE  VARIABILITY:  the prices for gold and other
minerals fluctuate in response to many  factors  beyond  anyone's
ability to predict.  The  prices  used in  making  the  reserve
estimates  are disclosed and differ from daily prices quoted in the news
media. The percentage change in the price of a metal cannot be directly
related to the estimated reserve quantities,  which are affected by
a number of additional factors. For example, a 10 percent change in
price may have little impact on the estimated  reserve  quantities
and affect only  the  resultant  positive  cash  flow,  or it may
result  in a significant change in the amount of reserves.  Because
mining occurs over a number of years,  it may be  prudent to  continue
mining for some period during which cash flows are  temporarily
negative for a variety  of  reasons  including  a  belief  that  the low
price  is temporary  and/or the greater expense incurred in closing a
property permanently.


<PAGE>

      *     FUEL PRICE VARIABILITY:  the cost of fuel can be a major
variable in the cost of mining,  one which is not  necessarily  included
in the contract  mining  prices  obtained  from mining  contractors
but is passed  on to the  overall  cost of  operation.  Although
high fuel prices by historical  standards have been used in making the
reserve estimates  included  herein,  future fuel prices and their
impact on operating profitability cannot be predicted.

      *     VARIATIONS IN MINING AND PROCESSING PARAMETERS:  the
parameters used in estimating mining and processing  efficiency are based on
testing and  experience  with previous  operations  at the
properties or on operations at similar  properties.  While the parameters
used have a reasonable basis,  various unforeseen  conditions can occur
that may materially  affect the  estimates.  In particular,  past
operations indicate  that care must be taken to ensure  that  proper
ore grade control is employed  and that proper  steps are taken to
ensure that the  leaching  operations  are  executed  as  planned.   The
mining contracts for the mines include clauses  addressing  these
issues to help ensure planned requirements are met.  Nevertheless,
unforeseen difficulties may occur in planned operations.

      *     CHANGES IN  ENVIRONMENTAL  AND MINING LAWS AND
REGULATIONS:  Registrant believes   that  it  currently
complies   with  existing   environmental   and  mining  laws
and  regulations   affecting  its operations.  The reserve
estimates  contain cost estimates based on requirements
compliance  with current laws and  regulations.  While there
are no  currently  known  proposed  changes  in these  laws
or regulations,  significant  changes have affected past
operations and no  assurance  can be given that such  changes
will not occur in thefuture.


      WE HAVE A LIMITED  OPERATING  HISTORY WITH  SIGNIFICANT  LOSSES
AND EXPECT LOSSES TO CONTINUE FOR THE FORESEEABLE FUTURE

      We have yet to establish  any history of  profitable  operations.
We have incurred annual  operating losses of $1,918,635 up to and including the
year end 2003.  We expect that our revenues will not be sufficient  to
sustain  our  operations  for  the   foreseeable   future.   Our
profitability will require the successful  commercialization  of our
gold mines. No assurances  can be given that we will be able to
successfully  commercialize our gold mines or that we will ever be
profitable.

      Our  independent  auditors have added an explanatory  paragraph to their
audit opinion  issued in  connection  with the  financial  statements  for the
years ended  December 31, 2003.  In the event that we do not obtain
additional  funding,  we will be forced to curtail or cease our
operations.  Our ability to obtain  additional funding  will  determine
our  ability to  continue  as a going  concern.  Our financial
statements  do not include any  adjustments  that might result from the
outcome of this uncertainty.


<PAGE>


      WE WILL  REQUIRE  ADDITIONAL  FINANCING  TO SUSTAIN OUR
OPERATIONS  AND WITHOUT IT WE WILL NOT BE ABLE TO CONTINUE OPERATIONS

      We do not  currently  have  sufficient  financial  resources to fund our
operations.   Therefore,   we  need   additional   funds  to  continue  these
operations.

      The  ability of the Registrant to secure sources of funding will depend
on a number of factors  including,  the prevailing market price of our
common  stock  and the  extent  to which we are  able to  secure
working capital  from  other  sources,  such as  through  the  sale of
debt or sale of stock.  If sufficient  financing is not available or if
we are unable to commercialize  and sell our gold, we will need to
secure another source of funding in order to satisfy our working
capital  needs.  The  amount of additional  capital  that we  require
is not  known at this  time as  certain operational  goals must be met
first in order to better  estimate  our capital requirements.  Should
the financing we require to sustain our working  capital needs be
unavailable or  prohibitively  expensive when we require it, we would be
forced to curtail our business operations.

      THERE IS  SUBSTANTIAL  DOUBT  ABOUT OUR  ABILITY  TO  CONTINUE  AS
A GOING CONCERN DUE TO SIGNIFICANT  RECURRING LOSSES FROM OPERATIONS,
ACCUMULATED DEFICIT AND WORKING  CAPITAL DEFICIT ALL OF WHICH MEANS THAT WE
MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL FUNDING

      The  report  of our  independent  accountants  on our  December 31,  2003
financial statements includes an explanatory  paragraph indicating that there
is substantial  doubt  about our  ability to  continue  as a going  concern
due to substantial recurring losses from operations and significant accumulated
deficit and working capital deficit.  Our ability to continue as a going
concern will be determined by our ability to obtain additional funding and
commence and maintain successful  operations.  Our financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


      ENVIRONMENTAL   CONTROLS  COULD  CURTAIL  OR  DELAY  THE
EXPLORATION  AND DEVELOPMENT OF OUR MINES AND IMPOSE SIGNIFICANT COSTS ON US

      We are required to comply with numerous environmental laws and
regulations imposed by federal and provincial authorities which impose guides
affecting  effluent  and waste  standards,  performance standards,  air
quality and emissions  standards and other design or operational
requirements for various components of mining and mineral processing,
including gold ore mining and  processing.  Although we are currently in
compliance with applicable  federal and provincial  environmental  laws,
changes in those laws in regulations may necessitate significant capital
outlays or  delays,  may  materially  and  adversely  affect  the
economics  of a given property,  or may cause material changes or delays
in our intended  exploration, development and production activities.

<PAGE>


THE DEVELOPMENT AND OPERATION OF OUR MINING PROJECTS INVOLVE
NUMEROUS UNCERTAINTIES

      Mine  development  projects,  including  our planned  projects, typically
require a number of years and significant expenditures  during the development
phase before production is possible.

      Development   projects  are  subject  to  the   completion  of successful
feasibility studies,  issuance of necessary governmental permits and receipt of
adequate financing. The economic feasibility of development projects is
based on many factors such as:

      *     estimation of reserves

      *     anticipated metallurgical recoveries;

      *     future gold prices; and

      *     anticipated capital and operating costs of such projects.

      Our mine development  projects may have limited relevant operating
history upon which to base estimates of future operating costs and capital
requirements. Estimates of proven and probably  reserves and  operating  costs
determined  in feasibility studies are based on geologic and engineering
analysis.

      Any of the following events,  among others, could affect the
profitability or economic feasibility of a project:

      *     unanticipated  changes  in  grade and tonnage of ore to be
mined and
            processed;

      *     unanticipated adverse geotechnical conditions;

      *     incorrect data on which engineering assumptions are made;

      *     costs   of  constructing  and  operating  a   mine  in  a
specific
            environment;

      *     availability and cost of processing and refining facilities;

      *     availability of economic sources of power;

      *     adequacy of water supply;

      *     adequate access to the site;

      *     unanticipated transportation costs;

      *     government regulations  (including  regulations  relating to
prices,
            royalties, duties, taxes,  restrictions  on  production,
quotas  on
            exportation of minerals,  as  well as the costs of
protection of the
            environment and agricultural lands);

      *     fluctuation in gold prices; and

      *     accidents, labor actions and FORCE MAJEURE events.

      Adverse effects on the operations or further  development of a
project may also adversely affect our business,  financial condition,  results
of operations and cash flow.


<PAGE>

      GOLD EXPLORATION IS HIGHLY SPECULATIVE, INVOLVES SUBSTANTIAL
EXPENDITURES, AND IS FREQUENTLY NON-PRODUCTIVE

      Gold exploration  involves a high degree of risk and exploration
projects are  frequently  unsuccessful.  Few  prospects  that are explored end
up being ultimately  developed into producing mines. To the extent that we
continue to be involved in gold  explorations,  the long-term success of our
operations will be related to the cost and success of our  exploration
programs.  We cannot assure you that our gold exploration  efforts will be
successful.  The risks associated with gold exploration include:

      *     the  identification  of  potential  gold  mineralization
based  on superficial analysis;

      *     the  quality  of  our  management and our geological and technical
expertise; and

      *     the capital available for exploration and development.

      Substantial  expenditures  are  required  to  determine  if a
project  has economically  mineable  mineralization.  It may take several
years to establish proven and probable  reserves and to develop and construct
mining and processing facilities.  As a result  of these  uncertainties,
we  cannot  assure you that current  and  future  exploration  programs
will  result  in the discovery  of reserves, the expansion of our existing
reserves and the development of mines.


      MINERAL EXPLORATION IS HIGHLY SPECULATIVE

      Exploration for minerals is highly  speculative and involves
greater risks than are inherent in many other  industries.  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.  Also, because of the  uncertainties in determining
metallurgical  amenability of any minerals discovered,  the mere discovery
of mineralization  may not warrant the mining of the minerals on the basis
of  available  technology.  No assurance  can be given
that any of the  exploration  targets on the properties we own, lease or
acquire contain (or will contain) commercially mineable mineral deposits.


      THE PRICE OF GOLD AND  AND OTHER MINERALS ARE HIGHLY  VOLATILE
AND A DECREASE  IN THE PRICE OF GOLD AND OTHER MINERALS CAN HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS

      The profitability of gold and mineral mining operations is
directly related to market prices. The market  prices of gold other minerals
fluctuate  significantly  and are  affected  by a number of  factors
beyond our control, including, but not limited to, the rate of inflation, the
exchange rate of the dollar to other  currencies,  interest  rates,  and global
economic  and political  conditions.  Price  fluctuations  of gold  and other
minerals from the time development  of a mine is undertaken  and the time
production  can commence can significantly affect the profitability of a
mine.  Accordingly,  we may begin to develop  one or more of our  mines
at a time  when the  price of gold or  other minerals makes such
exploration  economically  feasible and,  subsequently,  incur losses
because  the price of gold or other minerals decreases.  We cannot
predict  the market price or fluctuations of the gold or copper price.


<PAGE>


      MINING  RISKS  AND  INSURANCE   COULD  HAVE  AN  ADVERSE   EFFECT
ON  OUR PROFITABILITY

      Our operations are subject to all of the  operating  hazards and risks
normally incident to exploring for and developing  mineral  properties,
such as unusual or unexpected geological formations,  environmental pollution,
personal injuries,  flooding,  cave-ins,  changes  in  technology  or mining
techniques, periodic interruptions  because of inclement weather and industrial
accidents.  Although we currently maintain insurance to ameliorate some of
these risks, no assurance  can be given that such  insurance  will  continue
to be available at economically  feasible  rates,  or that our  insurance  is
adequate to cover the risks and potential liabilities associated with
exploring,  owning and operating our properties.


      WE ARE DEPENDENT ON KEY PERSONNEL, THE LOSS OF EITHER OF THEM MAY
HAVE AN ADVERSE EFFECT

      We are  dependent  on the  services of certain key  executives,
including Gordon Leliever, President and Director, Doug Budden,  Vice
President and Director and Douglas Young, C.F.O. and Director.
The loss of any of these individuals
could have a material adverse effect on our business and operations. We
currently do not have key person insurance on these individuals.


      THE  MARKET  PRICE OF OUR COMMON  STOCK IS HIGHLY  VOLATILE,
WHICH  COULD HINDER OUR ABILITY TO RAISE ADDITIONAL CAPITAL

      The market  price of our common stock has been and is expected to
continue to be highly volatile. Factors, including regulatory matters, concerns
about our financial  condition,  operating  results,  litigation,  government
regulation, developments  or disputes  relating to  agreements,  title to our
properties or proprietary rights, may have a significant impact on the market
price of our stock.  The range of the high and low bid prices of our common
stock over the last 2 years has been between $2.50 (high) and $0.34(low).  In
addition, potential  dilutive effects of future  sales of shares of common
stock by  shareholders  and by the company, and
subsequent  sale of common stock by the holders of warrants and options
could have an adverse effect on the price of our securities,  which
could hinder our ability to raise additional capital to fully implement
our business, operating and development plans.


      PENNY  STOCK  REGULATION  EFFECT OUR STOCK  PRICE,  WHICH MAY MAKE
IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR STOCK

      Broker-dealer  practices in connection with transactions in "penny
stocks" are  regulated  by certain  penny  stock  rules  adopted by the
Securities  and Exchange  Commission.  Penny stocks generally are equity
securities with a price of less than  $5.00  (other  than  securities
registered  on  certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume  information  with
respect to  transactions  in such securities  is provided  by  the
exchange  or  system).   The  penny  stock  rules require  a
broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules,  to deliver a  standardized  risk  disclosure  document
that provides information  about  penny  stocks and the risks in the penny


<PAGE>

stock market.  The broker-dealer  must  also  provide  the  customer  with
current  bid and  offer quotations for the penny stock,  the compensation of
the  broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules  generally  require that prior to
a transaction in a penny stock the broker-dealers  make a special written
determination  that the penny stock is a suitable  investment for the
purchaser's  written  agreement to the transaction.
These  disclosure  requirements  may have the  effect of  reducing  the
level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rule. Our securities  will be subject to the penny
stock rules, and investors may find it more difficult to sell their securities.

ITEM 2.  PROPERTIES

      Our principal executive office is located at 4 Princess Street,
Orangeville, Ontario L9W 3V5 and our Field Office is Gogama Camp,
P.O. Box 68, Gogama, Ontario.  Both properties are owned by the registrant.

      Registrant's  business  is related to mineral  properties,  which
are described more specifically in Item 1 above.

      We consider our  existing  facilities  to be adequate for our
foreseeable needs.


ITEM 3.  LEGAL PROCEEDINGS

      None


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

      None.


<PAGE>
                                  PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common  stock has been  publicly  traded  since  2001.
However, prior to April, 2003, the registrant was an inactive company in
regards to trading.  It was not until present management took over the
operations of the Registrant that an active market began in the trading
of our securities.  Therefore, only 2003 are included, as the shares of
the Registrant have only been actively trading since April, 2003. The
securities are traded on the  over-the-counter  market, and quoted on
the Nasdaq Electronic  Bulletin  Board under the symbol  "OSGL." The
following  table sets forth for the periods indicated the range of high
and low closing bid quotations per share as  reported  by the  over-the-
counter  market for the past two years. These  quotations  represent
inter-dealer  prices,   without  retail  markups, markdowns or
commissions and may not necessarily represent actual transactions.


            YEAR 2003                                 HIGH       LOW
           ----------------------------------------- ---------- ---------
            First quarter                              $2.50      $2.50
            Second quarter                             $2.50      $1.50
            Third quarter                              $0.63      $0.34
            Fourth quarter                             $0.75      $0.49




      On December 31, 2003,  the closing price of our common stock as
reported on the Over-the-Counter  Bulletin Board was $0.60 per share. On
December 31, 2003, we had in excess of 390 beneficial  stockholders of
our common stock and 38,044,092 shares of our common stock were issued
and outstanding.


DIVIDENDS

      We have not paid any dividends on our common stock and do not
anticipate paying any cash  dividends in the foreseeable future.  We intend to
retain any earnings to finance  the growth of the  business.  We cannot
assure you that we will ever pay cash  dividends.  Whether we pay any cash
dividends in the future will depend on the financial condition,  results of
operations and other factors that the Board of Directors will consider.


<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

      The following table provides the sales of unregistered  securities
for the past year.

                                                 VALUE
                               SHARES ISSUED     RECEIVED
                                                 PER SHARE     SHARE PRICE
                              -------------   ------------  ---------------

FIRST QUARTER 2003


SECOND QUARTER 2003


THIRD QUARTER 2003                13,000,000     (see item 2 below)


FOURTH QUARTER 2003               10,000,000     (see item 1 a and b below)



(1 a)   Registrant  purchased the Lingman Lake assets for $6,000,000 CDN
to be paid with 8,000,000 shares and a 3% NSR (1% NSR for Lucien Cool
and 2% NSR to Boardwalk Creation Ltd.)  The Registrant takes the position
that the delivery of the shares in exchange for the properties
was an exempt transaction (all shares were delivered to non US residents
or citizens).

(1 b)   Registrant purchased the "Watershed Gogama Camp" facility also
known as the Boardwalk Camp for $1,500,000 CDN to be paid with 2,000,000
shares and a non-interest bearing Demand Note in the amount of $500,000 US
and which has a 2% NSR on all minerals and industrial products and Harvesting
Rights being retained by Domtar Inc.


(2)     Registrant purchased four separate mining claims in the Red Lake
Mining  Division in the Province of Ontario, Canada.

      The  registrant  believes  that all  transactions  were
transactions  not involving  any  public  offering  within  the  meaning  of
Section 4(2) of the Securities Act of 1933, since (a) each of the transactions
involved the offering of such securities to a substantially limited number of
persons; (b) each person took the  securities as an investment for his own
account and not with a view to distribution; (c) each person had access to
information equivalent to that which would be included in a registration
statement on the applicable  form under the Act; (d) each person had
knowledge  and  experience  in business and financial matters  to
understand  the  merits and risk of the  investment; therefore  no
registration statement need be in effect prior to such issuances.



<PAGE>


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

      Except for historical  information,  the following Management's
Discussion and Analysis contains forward-looking statements based upon current
expectations that involve  certain risks and  uncertainties.  Our actual
results could differ materially from those reflected in these forward-looking
statements as a result of certain factors that include,  but are not limited
to, the risks discussed in the Section entitled "Risk Factors".  Please see
the statements contained under the Section entitled "Forward-Looking
Statements."


OVERVIEW

      Osprey Gold Corp. is a mineral-property  development company
specializing in acquiring and consolidating mineral   properties  with
production   potential  and  future  growth  through exploration
discoveries.  Acquisition  and  development  emphasis is focused on
properties  containing gold and other strategic minerals that are
located in Canada.  Presently  our  primary  mining  property  assets
consist of the operation of two areas, the Lingman Lake and the Jerome
Mine, which contain encompass all of the sixty seven (67) different
claims purchased.

      Registrant  purchased the Lingman Lake patents in 2003 for a value of
$200,000 which was paid for in shares in the amount of 13,000,000
shares and a 2% NSR). The  Company  has been  working  to obtain
operating  capital required to put the mine into production.  Once these
goals are achieved, our operating plan provides for us to realize 1)
gold  production and gold  recovery,  2)  significantnew new gold production
from  initiating open pit and possibly  underground  mining, and 3)
recovery of salable byproduct industrial minerals derived from the
gold-bearing rocks.  The total value of the gold sales over the mine
life, at a $400 gold price, is estimated to be $200,000,000 (US).  The
total operating cost, which includes royalty  payments,  refining costs,
mining costs,  milling costs,  reclamation costs, and operating
expenses, capital costs, including reclamation bonding, based upon
industry standards at this time, should be $263 per oz. (US) or, based
upon the 500,000 oz. production, of $131,500,000.00.  This would realize a
profit for the registrant, assuming all assumptions are correct, of
approximately $68,500,000 (US).

      The Company has a history of operating losses and we expect to
continue to incur operating  losses in the near future as we initiate  mining
operations at our two mining areas where our 67 properties are located and
conduct additional  exploration  in their  vicinities.  As a development stage
company we have been funded primarily through stock sales and loans from
officers  and  shareholders  with the  addition of revenue from gold
sales through the  production  from the various properties owned by the
Registrant. We intend to develop and mine  existing  reserves  and to
further  delineate  additional,  identified mineral  deposits at our
three mines. We also intend to explore for undiscovered deposits on
these three  properties  and to acquire and explore new  properties, all
with the view to enhancing the value of such  properties.

      Our ability to satisfy the cash requirements of our mining
development and exploration  operations  will be dependent  upon future
financing and cash flow from the Registrant's gold mining operations. We
anticipate that additional  financing will be obtained,  although no assurance
can be made that funds will be available on terms acceptable to us.


<PAGE>

      The  report  of our independent accountants on our December 31, 2003
financial statements includes an explanatory paragraph indicating that there is
substantial  doubt  about our  ability to continue  as a going  concern due to
substantial recurring losses from operations and significant accumulated
deficit and working capital deficit.  Our ability to continue as a going
concern will be determined by our ability to obtain additional funding and
commence and maintain successful  operations.  Our financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


CRITICAL ACCOUNTING POLICIES

      The  preparation  of financial  statements  in conformity  with
generally accepted  accounting  principles  requires management to make a wide
variety of estimates  and  assumptions  that affect (i) the reported  amounts
of assets and liabilities  and disclosure of contingent  assets and liabilities
as of the date of the  financial  statements,  and (ii) the  reported  amounts
of revenues  and expenses during the reporting periods covered by the
financial statements.  Our management  routinely  makes judgments and
estimates about the effect of matters that are  inherently  uncertain.
As the  number of  variables  and assumptions
affecting the future resolution of the uncertainties increases,  these
judgments become even more subjective and complex.  We have identified
certain accounting policies  that are most  important  to the  portrayal
of our current financial condition and results of operations.  Our
significant  accounting policies are disclosed in Note 1 of Notes to
Financial Statements.

      Several of those critical accounting policies are as follows:

      PROVEN AND PROBABLE ORE RESERVES. On a periodic basis,  management
reviews the reserves that reflect  estimates of the  quantities and grades of
ore at our mineral properties which management believes can be recovered and
sold at prices in excess of the total cost  associated  with extraction and
processing the ore. Management's  calculations  of proven and  probable  ore
reserves are based on, along  with  independent  consultant   evaluations,
in-house engineering  and geological estimates using current operating costs,
metals prices and demand for our  products.  Periodically, management obtains
external determinations  of reserves.

      In  2003  Frank Puskas  was contracted to do an independent
technical  review of our reported mine reserves.  In conducting  the
assignment,  they reviewed   and   examined   geologic,
geostatistical,    mining,   processing, environmental,  and economic
information  and data supplied by the registrant. The reports were
prepared in accordance with industry-accepted practices.  Based on this
review, the geologist believes that Registrant has reasonable  basis for
concluding  that reserves  exist at its properties. The estimated
reserves are at probable levels of assurance for
Its properties.  The geologist found that enough information exists to
delineate mineralized  material  under the SEC  terminology. They further found
that with  some additional modeling and analysis,  some of this mineralized
material could be reclassified as a probable reserve.

      Reserve  estimates  will  change as  existing  reserves  will be
depleted through  production,  as  well  as  changes  in  estimates  caused  by
changing production  cost and/or  metals  prices.  Changes in reserves may also
require  revision based on actual production experience once production
commences.


<PAGE>


      Declines in the market price of metals, as well as increased
production or capital costs or reduced recovery rates,  may render ore reserves
uneconomic to exploit.  Should that occur,  restatements  or  reductions in
reserves and asset write-downs  in the  applicable  accounting  periods may
be  required. Reserves should not be interpreted as assurances of mine life or
of the profitability of current or future operations. No assurance can be
given that the estimate of the amount of metal or the  indicated  level of
recovery  of these  metals will be realized.

      DEPRECIATION AND DEPLETION.  Depreciation is based on the
estimated useful lives of the assets and is computed using the straight-line
method.

      IMPAIRMENT OF LONG-LIVE ASSETS.  Management reviews the net
carrying value of all property and equipment and other  long-lived  assets,
including mineral properties,  on a periodic basis. We estimate the net
realizable  value of asset based on the  estimated  undiscounted  future
cash flows that will be generated from  operations at each  property,  the
estimated  salvage value of the surface plant and equipment and the value
associated  with  property interests.  These estimates of undiscounted
future cash flows are dependent upon the estimates of
metal to be recovered from proven and probable ore reserves,  future
production cost estimates and future metals price  estimates  over the
estimated remaining life of the  mineral  property.  If  undiscounted
cash  flows are less than the carrying value of a property,  an impairment
loss will be recognized based upon the  estimated  expected  future cash flows
from the property discounted  at an interest rate commensurate with the risk
involved.

      Management's  estimates of metals prices,  recoverable proven and
probable ore reserves, and operating,  capital and reclamation costs are
subject to risks and  uncertainties of change affecting the  recoverability
of our investment in various projects. Although management believes it has
made a reasonable estimate of these factors based on current  conditions and
information,  it is reasonably possible that changes could occur in the near
term which could adversely affect management's  estimate  of net cash  flows
expected  to be  generated from our mineral properties and the need
for asset impairment write-downs.

      ENVIRONMENT MATTERS.  When it is probable that such costs will be
incurred and they are reasonably estimable, we accrue costs associated with
environmental remediation  obligations  at the most likely  estimate.
Accruals for estimated losses from environmental  remediation  obligations
generally are recognized no later than completion of the remedial feasibility
study for the mineral property and  are  expensed  when  probable  of  being
incurred  closed operations  and environmental  matters.  We periodically
review our accrued liabilities for such
remediation costs as evidence becomes available  indicating that our
remediation liability has potentially changed.  Such costs are based on
management's current estimate of amounts that are expected to be incurred when
the remediation  work is performed within current laws and regulations.

      Future closure, reclamation and environment-related expenditures  are
difficult  to  estimate  in  many  circumstances  due to  the  early
stages  of investigation,  uncertainties  associated with defining the nature
and extent of environmental contamination,  the uncertainties relating to
specific reclamation and remediation  methods and costs,  application  and
changing of environmental laws, regulations and interpretations by regulatory
authorities and the possible participation of other  potentially  responsible
parties.  It is reasonably  possible  the ultimate  cost of  remediation
could  change in the future and that  changes to these estimates could have
a material effect on future operating results as new information becomes known.


<PAGE>




RESULTS OF OPERATIONS


      RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2002

	The Registrant conducted no actual mining operation in 2002 or
2003.  The Registrant concentrated its business efforts in obtaining
ownership of the 67 mining claims acquired, as set forth herein.  As
such, it had no revenues as described in the financial statements,
attached hereto.  Expenditures were only related to the purchase of the
Registrant's assets.

LIQUIDITY AND CAPITAL RESOURCES

      Since the Registrant's present management took control of the
company on April 13, 2003 ,  our  expenses  have exceeded  sales
resulting  in an  accumulated  deficit of  approximately   $1,918,635 on
December  31, 2003.

     As of December 31, 2003,  we had $1,157.00 in cash. A significant
portion of  the working  capital will be allocated to the 67 mining
claims in the two major areas of operation.  We anticipate  total
expenditures for year 2004 for general and administrative  expenses to
be approximately  $650,000 and at this time are unable to estimate what
our costs of operations expenses may be. The amount spent for this expense
will be directly affected by our capital raising ability.


These amounts could increase or decrease significantly, at any time
during the fiscal year, based on  exploration/development  results and
decisions
about releasing or acquiring  additional  properties,  among other
factors.

      During 2003, our liquidity needs were met from funds provided by
shareholders, including Boardwalk Creation, Ltd.  As of December 31,
2003 the Company had 38,044,092 shares of common stock outstanding,
which the Company has  recognized as  $9,244,455 of paid in capital
including cash and services.  As of December 31, 2003, the Company had
current  assets of $7,990,043 compared to current  liabilities  of
$651,042  resulting in a working capital deficit of $650,000.(See Note 1
of Financial Statements).   Total current liabilities increased
approximately $260,000.

    	We cannot assure you that the additional capital we may require to
finance our operations will be available on acceptable  terms, if at all. Any
failure to secure  additional  financing  will force us to modify  our
business plan.  In addition, we cannot assure you that we will achieve
profitability in the future.

      We are investigating potential  financing  sources and are in
discussions with potential joint venture partners.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Our consolidated financial statements appear beginning at page
F-1.


<PAGE>

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
ACCOUNTING AND FINANCIAL DISCLOSURE

a) During registrant's most recent two fiscal years, as well as the
subsequent  interim period through  December 31, 2003, there were no
disagreements  on any matter of accounting  principles  or practices,
financial statement  disclosure,  or auditing scope or procedures,  which
disagreements if not resolved to their  satisfaction  would have caused them
to make reference in connection with their opinion to the subject matter of
the disagreement.

             (2)  During Registrant's most recent two years, as well as the
subsequent  interim period through  September 30, 2003,  Julito
Longkines, CPA did not advise the Company of any of the matters
identified in paragraph  a)(1)(iv)(B)of Item 304 of Regulation S-B.

             (3)  Julito Longkines, CPA furnished a letter addressed to
the SEC,  stating his resignation as the registrant's auditor on January
26, 2004, and agreed with the statements made by the Registrant and, if
not, stating the respects in which it does not agree.

      b)    New Independent Accountants

      On January 26, 2004, Registrant engaged Stephen Diamond, CA, as
its  principal  accountant  to audit  the  Company's  financial
statements. Registrant did not consult with Mr. Diamond  on any matters
described in paragraphs  (a)(2)(i) and  (a)(2)(ii) of Regulation  S-B
during the Company's two most recent fiscal years or any subsequent interim
period prior to engaging his services.

c) The change of  independent  accountants  was approved by the Company's
Board of Directors on January 26, 2004.



<PAGE>

                               OSPREY GOLD CORP.
                         (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS
                               DECEMBER 31, 2003



<PAGE>


                             FINANCIAL STATEMENTS

                        INDEX TO FINANCIAL STATEMENTS

a.	Financial statements for Osprey Gold Corp. (formerly known
as Incitations, Inc.) for the fiscal year ended December 31, 2003

Independent Auditor's Report                    F-3

Balance Sheet                                   F-4

Statements of Operations                        F-5

Statement of Changes in Stockholders' Equity	F-6

Statement of Cash Flow                          F-7

Notes to Financial Statements                   F-8 - F-16






                                       F-1

<PAGE>









                             OSPREY GOLD CORP.
                         (formerly INCITATIONS, INC.)

                       REPORT ON   FINANCIAL STATEMENTS

                            DECEMBER 31, 2003












                                       F-2






<PAGE>



INDEPENDENT AUDITORS' REPORT


To: 	The Board of Directors and Stockholders of
        Osprey Gold Corp.



I have audited the accompanying   balance sheet of Osprey Gold Corp. as of
December 31, 2003 and the related   statements of operations, changes in
stockholders' deficit, and cash flows for the years ended December 31, 2003 and
2002.  These   financial statements are the responsibility of the Company's
management.  My responsibility is to express an opinion on these   financial
statements based on my audits.

I conducted my audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that I plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  I believe that my audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above, present fairly, in
all material respects, the   financial position of Osprey Gold Corp.  as of
December 31, 2003 and the results of their   operations and their cash flows
for the years ended December 31, 2003 and 2002, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying   financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, as of December 31, 2003, the Company has negative
working capital of $149,885 an accumulated deficit of $1,918,635 and a total
stockholders' equity of $7,339,001 and for the year ended December 31, 2003
incurred a net loss of $1,218,503 all of which raise substantial doubt about
its ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 1.  The   financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



Toronto, Ontario, Canada	Stephen A. Diamond
April 2, 2004                   Chartered Accountant







                                       F-3

<PAGE>

                               OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                                BALANCE SHEET
                                 DECEMBER 31,


Assets                                          2003           2002

Current Assets
   Cash                                         $    1,157     $    -
                                                ----------     ---------
     Total current assets                            1,157          -
                                                ----------     ---------
Mining Properties (Note 2 )                      7,988,886          -
                                                ----------     ---------
Total assets                                    $7,990,043     $    -
                                                ==========     =========


Liabilities and Stockholders' Deficit

Current Liabilities
   Accounts payable and accrued liabilities     $    41,512     $ 158,891
   Advances from related parties                    109,530       234,836
                                                -----------     ---------
      Total current liabilities                     151,042       393,727
Note payable (Note 7)                               500,000          -
                                                -----------     ---------
      Total liabilities                             651,042       393,727
                                                -----------     ---------


Stockholders' Equity
   Common stock - authorized 300,000,000
shares Issued and outstanding 38,044,092
shares outstanding at December 31, 2003 and
27,142,325  at  December 31,2002 respectively        13,181         5,428
   Additional paid in capital                     9,244,455       300,977
   Development stage accumulated deficit         (1,918,635)     (700,132)
                                                -----------     ---------
Total stockholders' equity                        7,339,001      (393,727)
                                                -----------     ---------

                                                $ 7,990,043     $    -
                                                ===========     =========





                                       F-4

See accompanying notes to financial statements.

<PAGE>



                             OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                           STATEMENTS OF OPERATIONS
           For the Years ended December 31, 2003 and 2002 and from
                        Inception to December 31, 2003


                                                             Inception
                                                             (March 28, 1995)
                                                             to December
                                    2003         2002        31, 2003
-----------------------------------------------------------------------------
Revenues                           $             $    -      $      -
                                   -----------   ---------   -----------

Costs and expenses:
    Compensation expense               571,959        -          571,959
    Consulting fees                    405,643        -          405,643
    Exploration and
     property investigation             37,291        -           37,291
    Foreign currency (gain) loss       570,265        -          570,265
    General and administrative          25,946      17,938        43,884
    Professional fees                   36,308      70,149       106,457
    Travel                              10,736        -           10,736
                                   -----------   ---------   -----------
    Loss from operations            (1,658,148)    (88,087)   (1,746,235)
                                   -----------   ---------   -----------

Other income (expense)
   Forgiveness of debt (Note)          439,645        -          439,645
                                   -----------   ---------   -----------
Net loss                           $(1,218,503)  $ (88,087)  $(1,306,590)
                                   ===========   =========   ===========
Weighted average number of shares   13,981,592     542,847
                                   -----------   ---------

Basic and fully diluted
earnings per share                 $     0.088   $    0.16
                                   -----------   ---------





                                       F-5


See accompanying notes to financial statements.

<PAGE>




                                OSPREY GOLD CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE)
                           (formerly INCITATIONS, INC.)
                   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                For the Years ended December 31, 2003 and 2002 and from
                          Inception to December 31, 2003



<TABLE>
<CAPTION>

                                    Common          Common     Additional
                                    stock Number    stock      Paid in      Accumulated
                                    of shares       amount     Capital      Deficit
                                    ------------    ---------- ------------ -------------
                                         #            $            $            $
                                    ------------    ---------- ------------ -------------

<S>                                 <C>             <C>        <C>          <C>

Balance December 31, 1999               489,266         4,892       33,608      (435,067)
Net loss December 31, 2000                 -             -            -          (81,301)
                                    ------------    ---------- ------------ -------------
Balance December 31, 2000               489,266         4,892       33,608      (516,368)
Conversion of loan payable to stock      53,581           536      267,369          -
Net loss December 31, 2001                 -             -            -          (95,677)
                                    ------------    ---------- ------------ -------------
Balance December 31, 2001               542,847         5,428      300,977      (612,045)
Net loss December 31, 2002                 -             -            -          (88,087)
                                    ------------    ---------- ------------ -------------
Balance December 31, 2002               542,847         5,428      300,977      (700,132)
Additional shares issued due to
reverse stock split                       1,245             1         -             -
Common stock issued for mining
 claims at $0.013 per share          18,000,000         3,600      115,078          -
Common stock issued for mining
 claims at $0.52 per share           13,000,000         2,600    6,757,400          -
Common stock issued for services
 at $0.067 per share                  6,000,000         1,452    1,296,100          -
Common stock issued to company
 officers at $0.62 per share            500,000           100      309,900          -
Fair value of options granted              -             -         465,000          -
Net loss December 31, 2003                 -             -            -       (1,218,503)
                                    ------------    ---------- ------------ -------------
Balance December 31, 2003            38,044,092        13,181    9,244,455    (1,918,635)
                                    ============    ========== ============ =============



</TABLE>





                                       F-6

See accompanying notes to financial statements.

<PAGE>




                               OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                            STATEMENT OF CASH FLOW
             For the Years ended December 31, 2003 and 2002 and
                      from Inception to December 31, 2003


<TABLE>
<CAPTION>



                                                                            Inception
                                                                            (March 28,
                                                                            1995) to
                                                                            December 31,
                                                   2003         2002        2003
                                               ------------  -----------   ------------

<S>                                            <C>           <C>           <C>
Cash flows from operating activities:
   Net loss                                    $(1,218,503)  $  (88,087)   $(1,306,590)
   Increase (decrease) in current liabilities
     Accounts payable and accrued liabilities     (117,379)      59,846        (57,533)
     Advances from related parties                (125,306)      25,336        (99,970)
                                               ------------  -----------   ------------
Net cash used in operating activities           (1,461,188)      (2,905)    (1,464,093)
                                               ------------  -----------   ------------
Cash flows from investing activities:
   Purchase of mining properties                (7,988,886)        -        (7,988,886)
                                               ------------  -----------   ------------
Net cash used in investing activities           (7,988,886)        -        (7,988,886)
                                               ------------  -----------   ------------

Cash flows from financing activities
   Notes and loans from stockholders               500,000         -           500,000
   Issuance of common stock                          7,753         -             7,753
   Increase in additional capital                8,943,478         -         8,943,478
                                               ------------  -----------   ------------
Net cash provided by financing activities        9,451,231         -         9,451,231
                                               ------------  -----------   ------------
   Net increase in cash                              1,157         -             1,157

Cash and cash equivalents, beginning of the year      -            -              -
                                               ------------  -----------   ------------

Cash and cash equivalents, end of the year,     $    1,157   $     -        $    1,157
                                               ============  ===========   ============


</TABLE>








                                       F-7

See accompanying notes to financial statements.

<PAGE>


                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


1. Organization and Summary of Significant Accounting Policies

Reporting Entity
----------------

ORGANIZATION AND DESCRIPTION OF BUSINESS

Osprey Gold Corp. ("Osprey" or the "Company") was incorporated under the
laws of the state of Nevada on March 28, 1995 under the name of Truco,
Inc.  The shareholders approved a name change on March 22, 1996, March
18, 1997, September 13, 1999, October 3, 2000 and April 23, 2003 to Web
Tech, Inc., Cynergy, Inc., Mercantile Factoring Credit Online Corp.,
Incitations, Inc. and to its present name respectively. Prior to the
merger in September 1999 (Note 4), the Company's activities had been in
the development of proprietary technology and services using smart and
remote memory cards and wireless and landline networks in the fields of
commerce, publishing and network based systems.  After the change in
control on April 22, 2003, the Company is in the process of acquiring
mining claims and property
The financial statements of the Company are prepared in accordance with
generally accepted accounting principles in the United States of America.

2. Summary of Significant Accounting Policies

Cash Equivalents

The company considers cash equivalents to be cash as well as short term
investments.

Mining Properties and Deferred Expenditures

Significant payments related to the acquisition of land and mineral
rights are capitalized as mining properties at cost. If a mineral ore
body is discovered, such costs are amortized to income when production
begins, using the unit of production method, based on estimated proven
and probable reserves. If no mineral ore body is discovered, such costs
are expensed in the period in which it is determined the property has no
future economic value.

Expenditures for new facilities and improvements that can extend the
useful lives of existing facilities are capitalized as plant and
equipment at cost.



                                       F-8

<PAGE>

                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-con't

Mineral exploration costs are charged to income in the year in which they
are incurred. When it is determined that a mining property can be
economically developed as a result of established proven and probable
reserves, the costs of further exploration and development to further
delineate the ore body on such property are capitalized. The
establishment of proven and probable reserves is based on results of
final feasibility studies, which indicate whether a
property is economically feasible.  Upon the commencement of the
commercial production of a development project, these costs are
transferred to the appropriate asset category and are amortized to income
using the unit of production method.

The recoverability of the amounts capitalized in respect of non producing
mining properties is dependant upon the existence of economically
recoverable reserves, the ability of the company to obtain the necessary
financing to complete the exploration and development of the properties,
and upon future profitable production or proceeds from the disposition of
the property.

Foreign Currency Translation

Monetary assets and liabilities denominated in a currency other than US
dollars are translated into US dollars using the exchange rate in effect
at the year end. Non monetary assets and liabilities are translated at
historical exchange rates while revenues and expenses are translated at
the average exchange rate during the year. Exchange gains and losses are
included in income.

                                       F-9

<PAGE>



                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-con't

Income Taxes

Under FASB Statement No. 109, Accounting for income taxes, deferred
income taxes are recognized for the tax consequences in future years for
differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws
and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income.  Valuation allowances
are established when necessary to reduce deferred tax assets to the
amount expected to be realized.  Income tax expense is the tax payable
for the period and the change during the period of deferred tax assets
and liabilities.

Stock Based Compensation

The company accounts for its stock option grants based on the recognition
and measurement principles of FAS 123. The application of FAS 123 results
in compensation expense being recorded in these financial statements.
Applying FAS 123 to stock compensation results in the equity instruments
being measured and recognized at their fair value and the compensation
cost being the excess of that amount over any amount paid.

Loss per common share is computed using the weighted-average number
of common shares outstanding during each period.

                                       F-10


<PAGE>

                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


3.  Mining Properties

During the year the company acquired 55 mining claims, comprising
27,280 acres situated in the Porcupine Mining Division of Northern
Ontario. These claims were acquired in exchange for 18,000,000 common
shares of the Company for a fair value of approximately $6,489,000.

The Company acquired the Watershed-Gogama Gold Camp, a facility to
house and administer the company's mining operations from a
shareholder. The acquisition was valued at $1,500,000 and was paid for
by the issuance of 2,000,000 common shares and the execution of a
demand note payable for $500,000. The shares were issued subsequent to
year end.

The value of the asset has been recorded as approximately $1,500,000.

4. Equity

In March 1995, the Company issued 37,011 shares of common stock to
individuals at $1.45 per share for cash.

At the end of 1995, the Company completed a public offering.  A total
of 37,247 shares of common stock were issued at $1.67 per share.  The
stock offering costs were offset against the proceeds of the common
stock.  On January 10, 1996, the Company effected a 10-for-1 reverse
stock split.  On March 28, 1996, the Company effected a 6-for-1 forward
stock split and changed its par value from $0.01 per share to $0.001
per share.  The authorized shares were 300,000,000 after these
amendments.  The financial statements reflect the stock splits on a
retroactive basis.

On March 24, 1998, the Company entered into a Rescission Agreement with
the shareholders of Geo Ram, Inc. whereby the shareholders of Geo Ram,
Inc. returned the 120,000 shares issued in connection with the Share
Exchange Agreement dated November 30, 1996.  The rescission has been
reflected on a retroactive basis.

Based on a letter of Understanding, dated May 25, 1998, the Company
acquired the rights to purchase a 100% working interest, subject to a
21% royalty (79% net revenue interest), in oil and gas leases
consisting of 960 acres for a total of $240,000.  The leases were
located in San Joaquin Valley, Kern County, California.

The Company decided not to proceed with the option.  No further
payments were made and the option expired.  The initial payment of
$15,000 was paid by shareholders who were issued 8,435 shares of common
stock at $1.78 per share.

On September 3, 1999, the Company cancelled 562 common shares and
credited the paid-in capital for the original par value.


                                       F-11

<PAGE>



                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


Equity-con't

On September 13, 1999, the Company effected a 17.784 for 1 reverse stock
split.  The financial statements reflect the stock splits on a retroactive
basis.

On September 22 and 23, 1999, the Company cancelled 50,693 and 7,672
common stock, respectively, and credited the paid-in capital for the
original par value.

In accordance with the merger agreement, the Company issued 450,000 common
shares at $0.05 per share to the former owner of MFCC in exchange for all
issued and outstanding shares of MFCC

In April 2001, the par value of the Company's common stock was changed
from $0.001 to $0.0002 per Certificate of Amendment to the Articles of
Incorporation.

On April 23, 2003, the Company amended its authorized capital stock to
include 20,000,000 shares of preferred stock with a par value of $0.0002
per share.

On May 16, 2003, the Company effected a 50 to 1 reverse stock split per
Certificate of Amendment to the Articles of Incorporation.  The financial
statements reflect the stock splits on a retroactive basis.

On June 6, 2003, the Company issued 18,000,000 common shares at $0.013 per
share in connection with the acquisition of 55 mining claims, from an
unrelated party, comprising of 27,280 acres situated in the Porcupine
Mining Division of Northern Ontario.

The Company issued to consultants for their services rendered 5,000,000
common shares at $0.03 per share on July 14, 2003 and 1,000,000 common
shares at $0.25 per share on September 26, 2003.



                                       F-12


<PAGE>

                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


5. Stock Based Compensation

On September 29, 2003, the Board of Directors approved the issuance of
500,000 common shares at $0.62 per share to all directors of the Company
for their services rendered and a compensation expense of $310,000 has
been recorded.  These shares will be issued during the fourth quarter of
2003.  The Board of Directors also granted 750,000 options to the
officers of the Company to purchase 750,000 common shares at 60% of the
bid price at the time of purchase.  The options will expire on September
29, 2006.  The fair value of these options was estimated at $0.62 each at
the date of grant using the Black-Scholes model with the following
assumptions:

Risk-free interest rate

- 6%Expected life - 3 years Expected volatility
- 3.294
Dividend yield
- 0%

Based on the foregoing option-pricing model, a compensation expense of
$465,000 for the options issued has been recorded with a corresponding
credit to paid-in capital.


6.  Business Combination

On September 29, 1999, the Company and Mercantile Factoring & Credit
Corp. ("MFCC") completed their agreement to merge upon the filing of the
Articles of Merger with the Secretary of State of the state of Nevada.

Pursuant to a separate transaction, MFCC bought 2,534,615 shares of the
Company (61.3%) from the shareholders for cash of $250,000 and, prior to
the Merger, contributed those shares to the Company for cancellation.
 The investment was written off and charged to expenses on the statement
of operations for the year ended December 31, 1999.


                                       F-13

<PAGE>

                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


Business combination-con't

Under the merger agreement, the Company issued 22,500,000 post-merger
shares to the former owner of MFCC in consideration for all of the issued
and outstanding common shares of MFCC.  As the former shareholder of MFCC
obtained control (91.97%) of the Company through the share exchange, this
transaction was accounted for in these financial statements as a reverse
takeover and the purchase method of accounting had been applied.  Under
reverse takeover accounting, MFCC was considered to have acquired Osprey
with the results of operations included in these financial statements
from the date of acquisition. MFCC was then merged into the Company.

7. Advances from Shareholders

The advances from shareholder are unsecured and non-interest bearing with
no specific terms of repayment.

8.Change in Control

On April 22, 2003, the sale to an unrelated party of the majority
shareholder's stock in the company was closed and the proceeds were used
to pay the accounts payable.  The unpaid amounts totaling $402,625 were
forgiven by the creditors.

9.  Notes and Loans due Stockholders

The note payable is due on demand and non-interest bearing. The
shareholder has indicated that no demand for repayment will be made in the
current year and as such the note is shown as long term.

The note payable is due on demand and non-interest bearing. The
shareholder has indicated that no demand for repayment will be made in the
current year and as such the note is shown as long term.





                                       F-14

<PAGE>


                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


10. Recent Accounting Pronouncements

 Under Staff Accounting Bulletin 74, the Company is required to disclose
certain information related to new accounting standards which had not yet
been adopted due to delayed effective dates.

(a)
SFAS No. 146.  SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities," was issued in July 2002.  It requires a
liability for costs associated with an exit or disposal activity to be
recognized and measured initially at its fair value in the period in
which the liability is incurred.  This statement is effective for exit or
disposal activities that are initiated after December 31, 2002 and has
not had a material impact on the Company's financial statements for the
reported periods.


(b)
SFAS No. 148.  SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," was issued in December 2002 to amend the
transition and disclosure provisions of SFAS No. 123.  This statement has
not had a material impact on the Company's financial statements for the
reported periods.

(c)
SFAS No. 149.  SFAS No. 147, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities," was issued in April 2003 to amend
and clarify accounting for hedging activities and derivative instruments,
including certain derivative instruments embedded in other contracts.
 The statement is effective for contracts entered into or modified after
December 31, 2003 and is not expected to have a material impact on the
Company's financial statements.

(d)
SFAS No. 150. SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity," was issued in May
2003.  It establishes standards for classifying and measuring certain
financial instruments with characteristics of both debt and equity.  It
requires many financial instruments previously classified as equity to be
reclassified as liabilities and is generally effective for financial
instruments entered into or modified after May 31, 2003 and otherwise at
the beginning of the first interim period beginning after June 15, 203.
 The statement is not expected to have a material impact on the Company's
financial statements.


                                       F-15

<PAGE>

                              OSPREY GOLD CORP.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                         (formerly INCITATIONS, INC.)
                        NOTES TO FINANCIAL STATEMENTS
                     FOR THE YEAR ENDED DECEMBER 31, 2003


Recent Accounting Pronouncements-con't

(e)
FASB Interpretation No. 45 (FIN 45)
In November 2002, the FASB issued FIN 45, which expands previously
issued accounting guidance and disclosure requirements for certain
guarantees.  FIN 45 requires the Company to recognize an initial
liability for the fair value of an obligation assumed by issuing a
guarantee.  The provision for initial recognition and measurement of the
liability will be applied on a prospective basis to guarantees issued or
modified after December 31, 2002.  The adoption of FIN 45 is not
expected to materially affect the Company's financial statements.

11. Comparative Figures

Comparative figures were reported on by another certified public
accountant without reservation.

12. Income Taxes

The company has non-capital loss carry forwards of approximately
$1,554,500, which may be carried forward to reduce future years' taxable
income. These losses expire as follows:

1997 $    3,949
1998      2,380
1999     64,587
2000     81,301
2001     95,677
2002     88,087
2003  1,218,503
     ----------
     $1,554,484


                                       F-16

<PAGE>


                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  following  are the  directors  and  executive  officers
of Osprey Gold Corp. as of March 31, 2004:

          NAME             AGE     POSITION
 ----------------------  ------- --------------------------------------

Gordon Leliever            71      President & Director
Douglas Budden             72      Vice President & Director
Gerald Colborne            80      Director
Gerald Baird               63      Director
A.C.A. Howe                75      Director
Betty North                54      Officer, Secretary
Douglas Young              73      C.F.O. & Director

Gordon Leliever, was born in the mining town of Kirkland Lake, Ontario,
Canada. At the age of 17 he went into the mining business as a
prospector and explorer. Mr. Leliever has been president of many
exploration companies formed in Canada and in his 40's he eventually his
attention in mining worldwide.  He went into personal bankruptcy on
May 12, 1999 and received an Absolute Discharge on May 23, 2001.

Douglas Budden, brings to the company many years of experience in
administration and management of small to mid-sized exploration
companies in Northern Ontario, Canada.

Gerald Colborne, B.Sc., M.Sc, P.Eng. is a registered professional
engineer with many years of experience.  He has held various
governmental positions in Canada, including serving as Deputy Minister
of Saskatchewan's Industry & Commerce.  In the private sector he has
held the position of Director of the Royal Bank's Mining Industry Dept.
and V.P. of the Mineral Resources Division of Abitibi Price.  He has
also acted as a consultant with assignments for the United Nations.
During his career he has spent much time working and consulting
throughout the world.  He went into personal bankruptcy in July 1999
and received an Absolute Discharge in January 2001.

Gerald Baird has been in the construction business since 1962. He is
semi-retired and will be advising the company on construction matters
and open-pit mining.

A.C.A. Howe, P.Eng. is an engineer who graduated with a B.Sc. from
Imperial College and an A.R.S.M. at the Royal School of Mines in London,
England in 1949.  He is a registered professional engineer of Ontario,
Canada and Fellow of the Canadian and Australian Mining and
Metallurgical Societies.  During his career as a consultant he was in
charge of exploration for several mines in Canada, England, Australia
and Indonesia.  He has served as an officer and director of several
mining companies during his career.

Betty North, has 24 years in the administration area of various Canadian
mining companies both private and public and 4 years in retail management
and sales.

Douglas Youngs has over 40 years experience in corporate management and
financing.  He is a graduate of the University of Toronto, Harry Red Foster
School of Advertising and Marketing, Imperial Oil Management courses and
General Motors (United States) Modern Merchandising and Management Courses
School of Financial Analysis.  He served with Imperial Oil for two years and
nine years with General Motors Corporation as merchandising manager.  From
1964 to present, he has invested in numerous start-up companies and
managed them to a healthy financial condition.  He is current Chairman
and CEO of Pure Pac International, Tape Guard International Ltd. and Speycreek
Tree Farms.


DIRECTORS

      Our Board of Directors consists of six seats.  Directors serve
for a term of one year and  stand for  election  at our  annual  meeting  of
stockholders. Pursuant to our Bylaws, a majority of directors may appoint a
successor to fill any vacancy on the Board of Directors.

<PAGE>


COMPENSATION OF DIRECTORS


      CASH  COMPENSATION.  At the  present  time the Board of  Directors
is not compensated in cash.  A Resolution was passed on September 30, 2003
whereby the existing directors were to receive 100,000 shares.  As of
December 31, 2003 none of these shares had been issued.



COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934

      Section  16(a)  of the  Securities  Exchange  Act  of  1934
requires our directors and executive officers, and persons who own more than
10% of a registered  class of our  equity  securities  to file  with the
Securities  and Exchange  commission  initial  reports of  ownership  and
reports of changes in ownership  of  Common  Stock  and  other  of our equity
securities. Officers, directors and greater than 10%  shareholders  are
required by SEC regulations to furnish us copies of all Section 16(a)
forms they file.

      Based on available  information,  we believe that all filings with
respect to Section 16(a) are not now current.  The officers, directors and
controlling persons will, based upon information furnished the
registrant, file appropriate information with the SEC shortly.



ITEM 10.  EXECUTIVE COMPENSATION

A resolution was passed September 30, 2003 for officers to receive a
maximum option of 250,000 exercisable at 40% below the "Bid Price" at
the time of purchase over a three year period, expiring on September 29,
2006.

                             NUMBER OF
                            SECURITIES    %OF TOTAL
                            UNDERLYING    GRANTED TO
                              OPTIONS    EMPLOYEES IN  EXERCISE OR  EXPIRATION
NAME                          GRANTED    FISCAL YEAR   BASE PRICE   DATE
--------------------------------------  ------------- ------------- -----------

None have been exercised as of December 31, 2003.



EMPLOYMENT AGREEMENTS

	None

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


PRINCIPAL SHAREHOLDERS

The following table presents certain information  regarding the beneficial
ownership  of all  shares of  common  stock at December 31, 2003 for
each  executive officer and  director  of our  Company and for each
person  known to us who owns beneficially  more than 5% of the
outstanding  shares of our common stock.  The percentage  ownership
shown in such table is based upon the  38,044,092 common shares issued
and  outstanding at December 31, 2003 and ownership by these persons of
options or warrants  exercisable  within 60 days of such date.  Also
included is beneficial  ownership  on a fully  diluted  basis  showing
all  authorized,  but unissued,  shares of our common stock at December
31, 2003 as issued and outstanding. Unless otherwise indicated, each
person has sole voting and investment  power over such shares.

                                                  EXERCISABLE
                                   SHARES OWNED     OPTIONS     PERCENTAGE
                                  --------------  ------------  --------
----
Boardwalk Creation Ltd.             12,050,000                   31.67%
Douglas Budden.*.....                  300,000                     .79%
Gordon Leliever *                      100,000                   .0026%
Gerald Baird *                         100,000                   .0026%
Arthur Howe *                          100,000                   .0026%
Gerald Colborne *                      100,000                   .0026%

---------------
*     Represents less than 1%.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTIES

Boardwalk Creation Ltd. has acquired properties and sold them to Osprey
for stock. It also acts in an administrative management capacity.

ITEM 14.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (A)(1)(2)     FINANCIAL  STATEMENTS.  See index to consolidated
financial statements and supporting schedules.

      (A)(3)        EXHIBITS.


EXHIBIT NO.  DESCRIPTION
-----------------------
10(A and B)  Agreements to Purchase Lingman Lake Project (includes
       separate mining claims)

      (B)   REPORTS ON FORM 8-K.

      8-K   Filed May 15, 2003





<PAGE>


                                   SIGNATURES

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


Date: April 13, 2004                Osprey Gold Corp.

                                   By:   /s/ GORDON LELIEVER
                                       ---------------------------------
                                         President and Director



      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/ DOUGLAS C. YOUNG          Chief Financial officer           April 14, 2004
--------------------------




/s/  DOUGLAS BUDDEN           Director, Vice President          April 14, 2004
--------------------------



/s/ GERALD COLBORNE                                             April 14, 2004
--------------------------
 Director


/s/ GERALD BAIRD                                                April 14, 2004
--------------------------
 Director


/s/ A.C.A. HOWE                                                 April 14, 2004
--------------------------
  Director


<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


      In  connection  with  the  Annual  of Gold  Osprey Gold Corp. (the
"Company") on Form 10-KSB for the year ended December 31, 2003 as filed
with the Securities and Exchange  Commission on the date hereof (the  "
Report"), each of the  undersigned,  in the capacities and on the dates
indicated  below, hereby certifies pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
his knowledge:

      1. The Report fully  complies  with the  requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      2.  The  information  contained  in the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and results of operation of the
Company.



/s/ Gordon Leliever
-------------------------------
President,

                                      A-1


<PAGE>


                                  CERTIFICATION
                             PURSUANT TO SECTION 302

      I, GORDON LELIEVER, PRESIDENT, certify that:

      1. I have  reviewed  this Annual  Report on Form 10-KSB of Osprey
Gold Corp.;

      2. Based on my  knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to
make the statements made, in light of the  circumstances  under which such
statements were made,  not  misleading  with  respect to the period  covered by
this annual report;

      3. Based on my knowledge,  the financial  statements,  and other
financial information included in this quarterly report, fairly present in all
material respects the financial  condition,  results of operations  and cash
flows of the registrant as of, and for, the periods presented in this annual
report;

      4. The registrant's  other  certifying officers and I are responsible for
establishing and maintaining  disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a)    designed  such  disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;

            b)    evaluated the  effectiveness  of the  registrant's
disclosure  controls and  procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

            c)    presented  in this  annual  report our  conclusions
about the effectiveness of the disclosure  controls and procedures based on
our evaluation as of the Evaluation Date;

      5.    The  registrant's  other  certifying  officers and I have
disclosed, based on our most recent evaluation,  to the registrant's auditors
and the audit committee  of  registrant's  board  of  directors  (or  persons
performing  the equivalent function):

            a)    all  significant  deficiencies  in the design or
operation of internal  controls  which could  adversely  affect the
registrant's ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in
internal controls; and

            b)    any fraud,  whether or not material, that involves management
or other  employees who have a  significant  role in the registrant's internal
controls; and

      6.    The registrant's  other certifying officers and I have indicated in
this annual report whether or not there were significant  changes in internal
controls or in other factors that could  significantly affect internal controls
subsequent to the date of our most recent  evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 13, 2004                         By:   /S/ GORDON LELIEVER
                                                 -----------------------
                                                    President

                                      B-1

<PAGE>


                                  CERTIFICATION
                             PURSUANT TO SECTION 302

      I, DOUGLAS C. YOUNG, certify that:

      1.    I have reviewed this Annual Report on Form 10-KSB of Osprey
Gold Corp.

      2.    Based on my  Knowledge,  this  annual  report  does not
contain any untrue  statement of a material fact or omit to state a material
fact necessary to make the  statements  made,  in light of the  circumstances
under which such statements  were made, not misleading with respect to the
period covered by this annual report;

      3.    Based on my knowledge, the financial statements, and other
financial information  included in this quarterly  report,  fairly present in
all material respects the financial  condition,  results of operations  and
cash flows of the registrant as of, and for, the periods presented in this
annual report;

      4.    The registrant's other certifying officers and I are
responsible for establishing and maintaining  disclosure  controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and we have:

            a)    designed  such  disclosure  controls and  procedures
to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;

            b)    evaluated the  effectiveness  of the  registrant's
disclosure controls and  procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and

            c)    presented  in this  annual  report our  conclusions
about the effectiveness of the disclosure  controls and procedures based on
our evaluation as of the Evaluation Date;

      5.    The  registrant's  other  certifying  officers and I have
disclosed, based on our most recent evaluation,  to the registrant's auditors
and the audit committee  of  registrant's  board  of  directors  (or  persons
performing  the equivalent function):

            a)    all  significant  deficiencies  in the design or
operation of internal  controls  which could  adversely  affect the
registrant's ability to record, process, summarize and report financial
data and have identified for the registrant's auditors any material weaknesses
in internal controls; and

            b)    any fraud,  whether or not material,  that involves
management or other  employees who have a  significant  role in the
registrant's internal controls; and

      6.    The registrant's  other certifying  officers and I have
indicated in this annual  report  whether or not there were  significant
changes in internal controls or in other factors that could  significantly
affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


Date: April 13, 2003                         By:   /S/ Douglas C. Young
                                                 -----------------------
                                                  Chief Financial Officer

                                      C-1




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