<PAGE>

                                  UNITED STATES
                       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, 2006

                                       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.
                 (Name of Small Business Issuer in its charter)

<TABLE>
<S>                                                       <C>
                 NEVADA                                         88-0335710
     (State or Other Jurisdiction of                         (I.R.S. Employer
     Incorporation or Organization)                       Identification Number)
</TABLE>

<TABLE>
<S>                                                             <C>
 112 NORTH CURRY STREET CARSON CITY, NV                            89703
(Address of Principal Executive Offices)                        (Zip Code)
</TABLE>

        Registrant's telephone number, including area code (416) 884-8807

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

                         COMMON SHARES, PREFERRED SHARES
                                (Title of Class)

Check whether the issuer (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 [ ] No [X]

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

The registrant had no revenues for the year ended December 31st, 2006.

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant on December 31st, 2006, was approximately $8,499,267.85, based on
the average bid and asked prices on such date of $0.05. The registrant does not
have any non-voting equities.

The Registrant had 282,303,456 shares of common stock, .0002 par value per
share, outstanding on December 31st, 2006.

<PAGE>

                                TABLE OF CONTENTS
                                   FORM 10-KSB
                     FOR FISCAL YEAR ENDED DECEMBER 31, 2006

<TABLE>
<S>        <C>
                                     PART I

ITEM 1.    Description of Business
ITEM 2.    Description of Property
ITEM 3.    Legal Proceedings
ITEM 4.    Submission of Matters to a Vote of Security Holders

                                     PART II

ITEM 5.    Market for Registrants Common Equity and Related Stockholders
           Matters
ITEM 6.    Plan of Operation
ITEM 7.    Financial Statements and Supplementary Data
ITEM 8.    Changes In and Disagreements with Accountants on Accounting and
           Financial Disclosure
ITEM 8A.   Controls and Procedures

                                    PART III

ITEM 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act
ITEM 10.   Executive Compensation
ITEM 11.   Security Ownership of Certain Beneficial Owners and Management
ITEM 12.   Certain Relationships and Related Transactions
ITEM 13.   Exhibits and Reports on Form 8K
ITEM 14.   Principal Accountants Fee and Services

Signatures
Exhibits
</TABLE>


                                                                               1

<PAGE>

FORWARD-LOOKING STATEMENTS

This Report contains, in addition to historical information, forward-looking
statements regarding Osprey Gold Corp., which represent the Company's
expectations or beliefs including, but not limited to, statements concerning the
Company's operations, performance, financial condition, business strategies, and
other information and that involve substantial risks and uncertainties. The
Company's actual results of operations, some of which are beyond the Company's
control, could differ materially. For this purpose, any statements contained in
this Report that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," "continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
Factors that could cause or contribute to such difference include, but are not
limited to, history of operating losses and accumulated deficit; need for
additional financing; competition; dependence on management;; and other factors
discussed herein and in the Company's other filings with the Securities and
Exchange Commission.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Osprey Gold Corp. (the "Company"), 112 N. Curry Street, Carson City, Nevada,
87803 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.

We have specialized in acquiring and consolidating, exploration-stage properties
with near-term production potential and future growth through exploration
discoveries. Our acquisition and development emphasis has focused on properties
containing gold and other strategic minerals located in Canada.

On October 4, 2006 the Company completed the sale ("The Sale") of all mining
claims in the Porcupine Mining Division, Ontario, Canada to Coldrock Resources
Inc. for $2,100,000. Coldrock Resources, Inc. has no material relationship to
the Company, any of the affiliates, any officer, director, or associate of any
officer or director.

Of the $2,100,000 received from "The Sale", $1,050,000 is being held in escrow
(which is classified on the balance sheet as restricted cash), as the Canadian
Revenue Agency (CRA) requires that any foreign company selling Canadian Property
must have 50% of the proceeds held until the Company files a Section 116. The
Company is in the process of completing the filing and answering questions by
the CRA. At this time it is unknown when the funds will be released to the
Corporation.

On June 15, 2006 Leliever et al were found in Contempt of the United States
District Court, District of Nevada's Orders and the following excerpts are from
the Minutes of the Court. "The Court finds by clear and convincing evidence Mr.
Leliever has procured the absence of the core logs and samples. The Court finds
a failure to fully account has been demonstrated. The Court finds the Court
Order has been violated. The Court further finds the items are critical to the
Corporation and are assets. The absence of the assets caused severe prejudice."
Subsequent to the Findings of the Court, both parties entered into a settlement
agreement ("Settlement Agreement"), on July 17, 2006. On July 26, 2006 the
United States District Court, District of Nevada, dismissed the case. All
further references to the settlement agreement will be referred to as the
"Settlement Agreement".


                                                                               2

<PAGE>

On August 16, 2006 Leliever et al failed to satisfy all outstanding liabilities
and payments, therefore, the Company retained all its assets.

BUSINESS OF ISSUER

The Company 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.

The Company maintains a Camp located in Gogama, Township of Invergarry, Ontario,
Canada.

The Company has 1 full time and 2 part time employee's.

MANAGEMENT RISKS

Management of the Company consists of Georges Benarroch/President and Chief
Financial Officer, and Linda Kent, who serves as Secretary/Treasurer as well as
manager of the day-to-day operations of the company. There is one full-time
employee of the Company and, therefore, the only person who is able to devote
all of her time to the affairs of the Company. Consequently, management of the
Company has historically relied upon, and will continue to rely upon for the
foreseeable future, the employment of outside consultants and independent
contractors such as attorneys, accountants, geologists, petroleum engineers,
financial advisors, and others to assist management in conducting the business
affairs of the Company. The President and directors of the Company have other
business interests in which they devote their primary attention or a substantial
portion of their time and they are expected to continue to do so for the
foreseeable future. As a result, there are at least potential conflicts of
interest which may arise because of such other commitments. Any such conflicts,
however, have been and are expected to be resolved through the exercise of sound
business judgment by such individuals consistent with their fiduciary duties to
the Company.

SECURITIES MARKET AND STOCK OWNERSHIP RISKS

There is no predictable method by which investors in the securities of the
Company shall be able to realize any gain or return on their investment in the
Company, or shall be able to recover all or any substantial portion of the value
of their investment. The Company has not paid dividends on its common stock, and
does not anticipate paying such dividends in the foreseeable future. There is,
moreover, currently no public market for the securities of the Company, and no
assurance can be given that a market will develop or that an investor will be
able to liquidate his investment without considerable delay, if at all.
Consequently, should the investor suffer a change in circumstances arising from
an event not contemplated at the time of his investment, and should the investor
therefore wish to transfer the common stock owned by him, he may find he has
only a limited or no ability to transfer or market the common stock.
Accordingly, purchasers of the common stock need to be prepared to bear the
economic risk of their investment for an indefinite period of time. If a market
should develop, the price may be highly volatile. Factors such as those
discussed in this "Risk Factors" section may have a significant impact upon the
market price of the securities of the Company. Owing to what may be expected to
be the low price of the securities, many brokerage firms may not be willing to
effect transactions in the securities. Even if an investor finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions and any other selling costs may exceed the selling price.
Further, many lending institutions will not permit the use of such securities as
collateral for any loans. The Company has no agreement with any securities
broker or dealer that is a member of the National Association of Securities
Dealers, Inc., to act as a market maker for the Company's securities. Should the
Company fail to obtain one or more market makers for the Company's securities,
the trading level and price of the Company's securities will be materially and
adversely affected. Should the Company happen to obtain only one market maker
for the Company's securities, the market maker would in effect dominate and
control the market for


                                                                               3

<PAGE>

such securities. The Company's registered securities are covered by a Securities
and Exchange Commission rule that imposes additional sales practice requirements
on broker-dealers who sell such securities to persons other than established
customers and accredited investors. For purposes of the rule, the phrase
"accredited investors" means, in general terms, institutions with assets in
excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or that, when combined with a
spouse's income, exceeds $300,000). For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser's written, agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of broker-dealers to sell
the Company's securities and also may affect the ability of investors in
securities of the Company to sell their securities in any market that might
develop therefore.

Of the currently issued and outstanding shares of common stock of the Company,
approximately 108,975,812 shares (approximately 37% of the total number of
shares outstanding) are owned by, or are under the direct or indirect control
of, only two individuals. Should either or both of such persons chose to sell a
large number of shares over a short period of time, the market price for the
shares could be significantly depressed.

The majority of the Company's authorized but unissued common stock remains
unissued. The board of directors of the Company has authority to issue such
unissued shares without the consent or vote of the stockholders of the Company.
The issuance of these shares may dilute the interests of investors in the
securities of the Company and will reduce their proportionate ownership and
voting power in the Company.

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.

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:

Identification of potential gold and probable uncertainties, we cannot assure
you that current and future exploration programs will mineralization based on
superficial analysis; quality of our management and our geological and reserves
and to develop and construct mining and processing facilities. As a result of
these technical expertise; and 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 result in
the discovery of reserves, the expansion of our existing reserves and the
development of mines.

THE PRICE OF GOLD 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


                                                                               4

<PAGE>

The profitability of gold and mineral mining operations is directly related to
market prices. The market prices of gold and 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, 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.

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 the future.

Through December 31, 2006, the Company has generated no revenues from
operations.

REPORTS TO SECURITIES HOLDERS

There were no shareholders meetings during the period covered by this report.

The Bylaws of the Osprey Gold Corp. are silent regarding an annual report to
shareholders. Osprey Gold Corp. is a reporting company and files reports with
the U.S. Securities and Exchange Commission (SEC). The Company is required to
file quarterly reports (Form 10-QSB) and an annual report (Form 10-KSB) with the
SEC. The annual report includes an audited financial statement.

Any materials that the Company filed with the Securities and Exchange Commission
may be read and copied at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Further, you may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Company is an electronic filer and the SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the Commission. That
site is http://www.sec.gov.


                                                                               5

<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

On October 4, 2006 the Company completed the sale ("The Sale") of all mining
claims in the Porcupine Mining Division, Ontario, Canada to Coldrock Resources
Inc. for $2,100,000. Coldrock Resources, Inc. has no material relationship to
the Company, any of the affiliates, any officer, director, or associate of any
officer or director.

The Company had the following claims until October 4, 2006 in Canada:

63  Patented mining claims in the Porcupine Mining Division
113 unpatented claims in the Porcupine Mining Division

The Company acquired the Watershed-Gogama Gold Camp, in the Township of
Invergarry, Ontario, Canada, a facility to house and administers the Company's
mining operations from a related party in December 2003. 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 shareholder was a
related party. The demand note payable for $500,000 has been cancelled in
connection with the "Settlement Agreement".

In Ontario, the Company holds its mineral interests by unpatented mining claims
(unpatented is land which is staked and held by the Company for a minimum of 2
years after which work must be done on the land to keep it in good standing with
the government). No annual fees are required to keep the claims in good
standing. However, starting in the second year after a claim is recorded; at
least $400 of assessment work per 16 hectare claim unit must be carried out and
reported each year.

Patented claims are a grant from the Crown (The Canadian Government) in fee
simple, also referred to as freehold patent. The patent cannot be terminated by
the Ministry of Northern Development and Mines, except for voluntary surrender
or non payment of Mining Lands Taxes.

The Company reported in 2004 a purchase of 14 patented mining claims in the Red
Lake Mining Division for 45,000,000 common shares to a related party who failed
to transfer the claims in violation of the United States District Court,
District of Nevada and is now in default of the Settlement Agreement.

As a result of the "Settlement Agreement", July 17th, 2006, the Company
recovered and was able to cancel 61,150,000 shares issued to related parties.

The Company occupies office space on a month-to-month basis and therefore has no
leasehold interest. The Company pays a fee to a related party, at the rate of
$2,500 monthly, which includes rent of $1,500 and certain administrative
services, such as bookkeeping, copying and printing, courier services, and
telephone.

The Company received $2,100,000 on October 4, 2006 for the sale of the Claims of
which the balance of $1,050,000 (which shows on the Balance Sheet as Restricted
Cash) is being held in escrow, as the Canadian Revenue Agency (CRA) requires
that any foreign company selling Canadian Property must have 50% of the proceeds
held until the Company files a Section 116. The Company is in the process of
completing the filing and answering questions by the CRA. At this time we do not
know when the funds will be released to the Corporation.

ITEM 3. LEGAL PROCEEDINGS

Except as described below, the Company is not aware of any material pending or
threatened litigation or of any proceedings known to be contemplated by
Governmental Authorities which is, or would be, likely to have a material
adverse effect upon the Company.

Mark B. Aronson - A judgment was entered in favor of Mark B. Aronson v Osprey in
The Court of Common


                                                                               6

<PAGE>

Pleas of Allegheny County Pennsylvania on August 11, 2004 ("Aronson Judgment").
A settlement agreement was entered into between Gordon Leliever, on behalf of
Osprey, and Mr. Aronson on May 24, 2005, just days before previous management
was removed from control of Osprey as ordered by the United States District
Court, District of Nevada, June 6, 2005. Aronson's Complaint in Civil Action was
filed under the "Unsolicited Telecommunication Act 73 P.S. 2250.1 et seq., at
section 2250.3 (unsolicited email and facsimiles). Nothing further as occurred
concerning this matter.

Gordon Leliever, Betty North, Boardwalk Creations, Doug Budden, "Leliever et al"
plaintiffs v Georges Benarroch, Linda Kent, Credifinance Securities Ltd., Jean
Jacques Treyvaud, "Benarroch et al" defendants. On February 3, 2005, Plaintiffs
filed an Ex-parte Application for Temporary Restraining Order and OSC Regarding
Preliminary Injunction, which was granted on February 9, 2005. Plaintiffs were
granted a Preliminary Injunction February 18, 2005 to control the day to day
operations only.

A Counter Claim was filed by the Defendants February 18, 2005. After several
hearings, and motions filed by Benarroch et al, Benarroch et al was granted
control of the Company, June 6, 2005, by the United States District Court,
District of Nevada.

Further, a Motion for Civil Contempt ex-parte was filed against Leliever et al,
March 15, 2006. June 15th, 2006. Leliever et al were found in Contempt of the
United States District Court, District of Nevada's Orders and the following
excerpts are from the Minutes of the Court. "The Court finds by clear and
convincing evidence Mr. Leliever has procured the absence of the core logs and
samples. The Court finds a failure to fully account has been demonstrated. The
Court finds the Court Order has been violated. The Court further finds the items
are critical to the Corporation and are assets. The absence of the assets caused
severe prejudice." Subsequent to the Findings of the Court, both parties entered
into a "Settlement Agreement", on July 17, 2006. On July 26, 2006 the United
States District Court, District of Nevada, dismissed the case.

Leliever et al have defaulted within the settlement agreement. Boardwalk
Creations failed to transfer the claims known as the "Kennecott Claims".

On November 18, 2005 the Company filed in the Ontario Superior Court of Justice,
a "Record of Application" to enforce the United States District Court, District
of Nevada. On December 12, 2005, Mr. Justice Campbell ordered former Geologists
of Osprey Gold Corp., Frank Puskas, Walter Hanych and Peter Fischer to deliver
up forthwith" to Osprey all maps, chorology and geological information related
to Osprey, or its properties or interests. To date the geologists have not
complied with the Court Order of Justice Campbell.

The action by Leliever et al, Walter Hanych, Peter Fischer and Frank Puskas have
caused irreparable injury to the Company within their failure to comply with
Orders of the United States District Court, District of Nevada and the Ontario
Superior Court of Justice.

On July 18, 2005 Shaun Ruddy, carrying on business as RM Communications filed a
claim under the Simplified Procedure Provided in Rule 76 of the Rules of Civil
Procedure as RM Communications ("Plaintiff") v Osprey Gold Corp., Linda Kent and
Net Nation Communications Inc., ("Defendants").

A Statement of Defense and Counterclaim was filed with the Ontario Superior
Court of Justice on August 23, 2005". As of December 31st 2006 no further action
has been taken by either party.

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

On January 16, 2006, pursuant to Majority of Consent in Lieu of Special Meeting
of the Stockholders of the Company, the following were elected as the Company's
Board of Directors, Georges Benarroch, Linda Kent, Peter Hug and Jean Jacques
Treyvaud.

Pursuant to Majority of Consent in Lieu of Special Meeting of the Stockholders
of the Company approved the


                                                                               7

<PAGE>

disposition of assets and on October 4, 2006, the Company completed "The Sale"
of the mining claims held in the District of Porcupine Mining Division to
Coldrock Resources Inc.

The Bylaws of the Osprey Gold Corp. are silent regarding an annual report to
shareholders. Osprey Gold Corp. is a reporting company and files reports with
the U.S. Securities and Exchange Commission (SEC). The Company is required to
file quarterly reports (Form 10-QSB) and an annual report (Form 10-KSB) with the
SEC. The annual report includes an audited financial statement.

Any materials that the Company filed with the Securities and Exchange Commission
may be read and copied at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Further, you may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Company is an electronic filer and the SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the Commission. That
site is http://www.sec.gov.


                                                                               8
<PAGE>

                                     PART II

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

Our common stock has been publicly traded since August 19, 2003. The securities
were traded on the over-the-counter market until NASD removed the Company from
the over-the-counter market as it failed to file audited financial statements,
which such action caused on June 6, 2005, the United States District Court,
District of Nevada to return complete control of the Company to the Benarroch
Group. The Company is listed on the Pink Sheets 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. The market for the common stock has been sporadic and there
have been long periods during which there were few, if any, transactions in the
common stock and no reported quotations. Accordingly, reliance should not be
placed on the quotes listed below, as the trades and depth of the market may be
limited, and therefore, such quotes may not be a true indication of the current
market value of the Company's common stock.

<TABLE>
<CAPTION>
YEAR 2006         HIGH      LOW
---------        ------   ------
<S>              <C>      <C>
First Quarter    $0.043   $ 0.04
Second Quarter   $ 0.07   $ 0.07
Third Quarter    $0.055   $0.055
Fourth Quarter   $ 0.08   $0.032
</TABLE>

On December 31, 2006, the closing price of our common stock as reported on the
Pinksheets was $0.05 per share. On December 31, 2006, we had in excess of 616
beneficial stockholders of our common stock and 282,303,456 shares of our common
stock were issued and outstanding. The Company was re-listed on the OTC Bulletin
Board on January 30, 2007.

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.

RECENT SALES OF UNREGISTERED SECURITIES

In November 2006, the Company issued 1,690,106 common shares for services
rendered for a value of $42,140, 328,325 common shares for computer equipment
for a value of $19,700, 35,000,000 common shares for consulting services
rendered valued at $1,575,000, 10,530,262 common shares for salary at a cost of
$684,468 and 500,000 common shares for directors for a value of $32,500.


                                                                               9

<PAGE>

ITEM 6. PLAN OF OPERATIONS

In 2006, the Company completed the sale of some of its mining properties (see
Item 1 -- Description of Business) and has generated enough cash to revitalize
its mineral exploration activity.

Due to the favorable financial condition of the Company after the sale of its
mining assets during the fourth quarter of 2006 and the favorable commodity
market, the Board is currently exploring different options in order to maximize
the benefit to the Shareholders. These opportunities will focus on certain areas
of Canada and the USA but, due to management of the Company's expertise,
evaluations of geologically attractive prospects in politically stable areas of
Africa and Asia will also be considered. There is a high likelihood that the
Company will form joint ventures with other exploration and mining interests.

The Company does not have any off balance sheet arrangements.

The Company will not have a significant change in the number of employees.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Osprey Gold Corp
(F/K/A Incitations, Inc.)
(An Exploration Stage Company)

Financial Statements

December 31, 2006

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                  <C>
Report of Independent Registered Public Accounting Firm                      F-2

Balance Sheets                                                               F-3

Statements of Operations                                                     F-4

Statements of Changes in Shareholders' Deficit                               F-5

Statements of Cash Flows                                                     F-6

Notes to the Financial Statements                                    F-7 -- F-15
</TABLE>

<PAGE>

             Report of Independent Registered Public Accounting Firm

To the board of directors and shareholders of
Osprey Gold Corp.

We have audited the accompanying consolidated balance sheet of Osprey Gold Corp.
(An Exploration Stage Company) as of December 31, 2006 and the related
statements of operations, changes in shareholders' deficit and cash flows for
the years ended December 31, 2006 and 2005 and for the period from March 28,
1999 (inception) through December 31, 2006. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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. We believe that our audits provided a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Osprey Gold Corp. (An
Exploration Stage Company) as of December 31, 2006 and the results of its
operations and its cash flows for the years then ended December 31, 2006 and
2005, and from March 28, 1999 (inception) through December 31, 2006 in
conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As more fully
described in Note 1, the Company's need to seek new sources or methods of
financing or revenue to pursue its business strategy, raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
as 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.


/s/ Jewett, Schwartz, Wolfe & Associates

Hollywood, Florida
March 30, 2007


                                      F-2

<PAGE>

                                OSPREY GOLD CORP.
                          (FORMERLY INCITATIONS, INC.)
                         (AN EXPLORATION STAGE COMPANY)

                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                                    2006
                                                                ------------
<S>                                                             <C>
                                   ASSETS

CURRENT ASSETS
Cash                                                            $   335,594
Other receivable                                                      2,999
                                                                -----------
TOTAL CURRENT ASSETS                                                338,593

NON CURRENT ASSETS
Restricted cash                                                   1,058,613
Mining camp                                                          50,000
                                                                -----------
TOTAL ASSETS                                                    $ 1,447,206
                                                                ===========

                    LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                                $   138,311
Accrued expenses                                                     55,697
                                                                -----------
TOTAL LIABILITIES                                                   194,008

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
Common stock, .0002 par value, 300,000,000 shares authorized;
   282,303,456 shares issued and outstanding                         56,461
Additional paid in capital                                       11,159,459
Accumulated deficit                                              (9,962,722)
                                                                -----------
TOTAL SHAREHOLDERS' DEFICIT                                       1,253,198
                                                                -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                     $ 1,447,206
                                                                ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                      F-3

<PAGE>

                                OSPREY GOLD CORP.
                          (FORMERLY INCITATIONS, INC.)
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  FOR THE YEAR ENDED          MARCH 28, 1995
                                                     DECEMBER 31,          FOR THE PERIOD FROM
                                             ---------------------------      (INCEPTION) TO
                                                 2006           2005        DECEMBER 31, 2006
                                             ------------   ------------   -------------------
<S>                                          <C>            <C>            <C>
REVENUES                                     $         --   $         --      $         --
                                             ------------   ------------      ------------
TOTAL REVENUES                                         --             --                --

EXPENSES:
Exploration cost                                   34,359             --         1,583,991
General and administrative                      3,131,738        831,161        12,304,228
                                             ------------   ------------      ------------
TOTAL OPERATING EXPENSES                        3,166,097        831,161        13,888,219
                                             ------------   ------------      ------------
NET LOSS FROM OPERATIONS                       (3,166,097)      (831,161)      (13,888,219)
                                             ------------   ------------      ------------
OTHER INCOME (EXPENSES)
Interest income                                     8,613             --             8,613
Gain on sale of mining properties               2,100,000             --         2,100,000
Gain on foreign exchange rate transactions          4,763             --           159,446
Gain of forgiveness of debt                       637,451        617,362         1,657,438
                                             ------------   ------------      ------------
TOTAL OTHER EXPENSES                            2,750,827        617,362         3,925,497
                                             ------------   ------------      ------------
NET LOSS                                     $   (415,270)  $   (213,799)     $ (9,962,722)
                                             ============   ============      ============
WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANIDING-BASIC AND DILUTED             277,434,548    245,404,763       186,750,169
                                             ============   ============      ============
EARNINGS (LOSS) PER COMMON SHARES-
   BASIC AND DILUTED                         $        nil   $        nil      $      (0.05)
                                             ============   ============      ============
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                      F-4
<PAGE>

                                OSPREY GOLD CORP.
                          (FORMERLY INCITATIONS, INC.)
                         (AN EXPLORATION STAGE COMPANY)
                 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
            For the year ended December 31, 2006, 2005, 2004 and 2003

<TABLE>
<CAPTION>
                                                                  COMMON STOCK AND
                                                                 ADDITIONAL PAID-IN
                                                                      CAPITAL
                                                              -----------------------      ADDITIONAL     ACCUMULATED
                                                                 SHARES       AMOUNT    PAID IN CAPITAL     DEFICIT        TOTAL
                                                              -----------   ---------   ---------------   -----------   ----------
<S>                                                           <C>           <C>         <C>               <C>           <C>
BALANCE - DECEMBER 31, 2002                                       544,092   $     109     $   306,296     $  (700,132)  $ (393,727)
Issuance of common stock  for mining claims - related party    31,000,000       6,200              --              --        6,200
Issuance of common stock for consulting services                6,000,000       1,200         398,800              --      400,000
Issuance of common stock for directors fees                       500,000         100         309,900              --      310,000
Fair market value of options granted                                   --          --         465,000              --      465,000
Purchase of camp                                                2,000,000         400          49,600              --       50,000
Net loss                                                               --          --              --        (915,574)    (915,574)
                                                              -----------   ---------     -----------     -----------   ----------
BALANCE DECEMBER 31, 2003                                      40,044,092   $   8,009     $ 1,529,596     $(1,615,706)  $  (78,101)
Issuance of common stock for mining claims - related party    100,840,000      20,168              --              --       20,168
Issuance of common stock for mining claims                        550,000         110         176,890              --      177,000
Issuance of common stock for directors fees                       300,000          60          41,940              --       42,000
Issuance of common stock for consulting fees                   23,190,651       4,638       4,425,622              --    4,430,260
Issuance of common stock for management fees                    4,000,000         800         527,200              --      528,000
Issuance of common stock for financing fees                       200,000          40          23,960              --       24,000
Issuance of common stock for cancellation of letter of
   intent and service                                          15,500,000       3,100         321,900              --      325,000
Sale of common stock                                           10,780,020       2,156       1,206,148              --    1,208,304
Capital contribution                                                   --          --          68,408                       68,408
Net loss                                                               --          --                      (7,717,947)  (7,717,947)
                                                              -----------   ---------     -----------     -----------   ----------
BALANCE DECEMBER 31, 2004                                     195,404,763   $  39,081     $ 8,321,664     $(9,333,653)  $ (972,908)
Sale of common stock                                          100,000,000      20,000         480,000              --      500,000
Net loss                                                                                                     (213,799)    (213,799)
                                                              -----------   ---------     -----------     -----------   ----------
BALANCE DECEMBER 31, 2005                                     295,404,763   $  59,081     $ 8,801,664     $(9,547,452)  $ (686,707)
Cancellation of common stock                                  (61,150,000)    (12,230)         12,230              --           --
Issuance of common stock for consulting fees                   35,000,000       7,000       1,568,000              --    1,575,000
Issuance of common stock for services rendered                  1,690,106         338          43,169              --       43,507
Issuance of common stock for directors fees                       500,000         100          32,400              --       32,500
Issuance of common stock for satisfaction of debt                 328,325          66          19,634              --       19,700
Issuance of common stock for salary                            10,530,262       2,106         682,362              --      684,468
Net loss                                                               --          --                        (415,270)    (415,270)
                                                              -----------   ---------     -----------     -----------   ----------
BALANCE DECEMBER 31, 2006                                     282,303,456   $  56,461     $11,159,459     $(9,962,722)  $1,253,198
                                                              ===========   =========     ===========     ===========   ==========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       F-5

<PAGE>

                                OSPREY GOLD CORP.
                          (FORMERLY INCITATIONS, INC.)
                         (AN EXPLORATION STAGE COMPANY)

                       STATEMENTS OF CHANGES IN CASH FLOWS

<TABLE>
<CAPTION>
                                                              FOR THE YEAR ENDED     FOR THE PERIOD FROM
                                                                 DECEMBER 31            MARCH 28, 1995
                                                           -----------------------      (INCEPTION) TO
                                                               2006         2005      DECEMBER 31, 2006
                                                           -----------   ---------   -------------------
<S>                                                        <C>           <C>         <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net (loss) from operations                              $  (415,270)  $(213,799)      $(9,962,722)
   Adjustment to reconcile net income (loss) to net cash
      used in operating activities:
      Stock compensation                                     2,355,175          --         9,082,803
   (Increase) decrease in assets:
      Other receivable                                          (2,999)         --            (2,999)
   Increase(decrease) in current liabilities
      Accounts payable                                        (685,715)    141,635           513,126
      Accrued expenses                                          19,919      20,022            55,695
                                                           -----------   ---------       -----------
   Net cash provided by (used in) operating activities       1,271,110     (52,142)         (314,097)
CASH FLOW FROM FINANCING ACTIVITIES
   Increase (decrease) in due to related party                      --    (335,916)               --
   Sale of common stock                                             --     500,000         1,708,304
                                                           -----------   ---------       -----------
   Net cash provided by financing activities                        --     164,084         1,708,304
CASH FLOW FROM INVESTING ACTIVITIES
   Restricted cash                                          (1,058,613)         --        (1,058,613)
                                                           -----------   ---------       -----------
   Net cash used in investing activities                    (1,058,613)         --        (1,058,613)
   NET INCREASE (DECREASE) IN CASH                             212,497     111,942           335,594
   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD            123,097      11,155                --
                                                           -----------   ---------       -----------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD              $   335,594   $ 123,097       $   335,594
                                                           ===========   =========       ===========
   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      CASH PAID FOR:
         INTEREST                                                   --          --                --
                                                           ===========   =========       ===========
         TAXES                                                      --          --                --
                                                           ===========   =========       ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       F-6
<PAGE>

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 5), 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 began to focus its business on 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.

On October 4, 2006 the Company completed the sale ("The Sale") of all mining
claims in the Porcupine Mining Division, Ontario, Canada to Coldrock Resources
Inc. for $2,100,000. Coldrock Resources, Inc. has no material relationship to
the Company, any of the affiliates, any officer, director, or associate of any
officer or director.

Of the $2,100,000 received from "The Sale", $1,050,000 is being held in escrow
(which is classified on the balance sheet as restricted cash), as the Canadian
Revenue Agency (CRA) requires that any foreign company selling Canadian Property
must have 50% of the proceeds held until the Company files a Section 116. The
Company is in the process of completing the filing and answering questions by
the CRA. At this time it is unknown when the funds will be released to the
Corporation.

On June 15, 2006 Leliever et al were found in Contempt of the United States
District Court, District of Nevada's Orders and the following excerpts are from
the Minutes of the Court. "The Court finds by clear and convincing evidence Mr.
Leliever has procured the absence of the core logs and samples. The Court finds
a failure to fully account has been demonstrated. The Court finds the Court
Order has been violated. The Court further finds the items are critical to the
Corporation and are assets. The absence of the assets caused severe prejudice."
Subsequent to the Findings of the Court, both parties entered into a settlement
agreement ("Settlement Agreement"), on July 17, 2006. On July 26, 2006 the
United States District Court, District of Nevada, dismissed the case. All
further references to the settlement agreement will be referred to as the
"Settlement Agreement".

On August 16, 2006 Leliever et al failed to satisfy all outstanding liabilities
and payments, therefore, the Company retained all its assets.

GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred net
losses of $415,270 and $213,798 during the years ended December 31, 2006 and
2005, respectively. These conditions create an uncertainty as to the Company's
ability to continue as a going concern. Management plans to explore new mining
opportunities and possibly form joint ventures with other exploration and mining
interests. The financial statements do no include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

CASH EQUIVALENTS

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

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires


                                      F-7

<PAGE>

management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, and NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

disclosure of contingent assets and liabilities, at the date of these financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

EARNINGS PER SHARE

The Company computes basic and diluted loss per share amounts for December 31,
2006 and 2005, pursuant to the Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings per Share."

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.

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.

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 basis 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS


                                      F-8

<PAGE>

The carrying amounts of financial instruments, including cash, accounts
receivable, accounts payable and accrued expenses approximate fair value at
December 31, 2006 because of the relatively short maturity of the instruments.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 154 ("SFAS 154"), Accounting Changes and Error Corrections, was issued
in May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 ("SFAS 3"). SFAS 154
requires retrospective application for voluntary changes in accounting principle
in most instances and is required to be applied to all accounting changes made
in fiscal years beginning after December 15, 2005. The Company adopted SFAS 154
on April 1, 2006. SFAS 154 is not expected to have a material impact on the
Company's consolidated financial condition or results of operations.

SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments" and SFAS No.
156 "Accounting for Servicing of Financial Assets" were recently issued. SFAS
155 and 156 have no current applicability to the Company and have no effect on
the financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2008. The Company is unable at this time to determine the effect that its
adoption of SFAS 157 will have on its consolidated results of operations and
financial condition.

In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" (FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes by
prescribing the recognition threshold a tax position is required to meet before
being recognized in the financial statements. It also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The cumulative effects, if any, of applying
FIN 48 will be recorded as an adjustment to retained earnings as of the
beginning of the period of adoption. FIN 48 is effective for fiscal years
beginning after December 15, 2006, and the Company is required to adopt it in
the first quarter of fiscal year 2008. The Company is currently evaluating the
effect that the adoption of FIN 48 will have on its consolidated results of
operations and financial condition and is not currently in a position to
determine such effects, if any.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 provides
guidance on the consideration of the effects of prior year misstatements in
quantifying current year misstatements for the purpose of a materiality
assessment. SAB 108 establishes an approach that requires quantification of
financial statement errors based on the effects of each on a company's balance
sheet and statement of operations and the related financial statement
disclosures. Early application of the guidance in SAB 108 is encouraged in any
report for an interim period of the first fiscal year ending after November 15,
2006, and will be adopted by the Company in the first quarter of fiscal year
2007. The Company does not expect the adoption of SAB 108 to have a material
impact on its consolidated results of operations and financial condition.

FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that
instruments that were originally issued as employee compensation and then
modified, and that modification is made to the terms of the instrument solely to
reflect an equity restructuring that occurs when the holders are no longer
employees, then no change in the recognition or the measurement (due to a change
in classification) of those instruments will result if both of the following
conditions are met: (a). There is no increase in fair value of the award (or the
ratio of intrinsic value to the exercise price of the award is preserved, that
is, the holder is made


                                      F-9

<PAGE>

whole), or the antidilution provision is not added to the terms of the award in
contemplation of an equity restructuring; and (b). All holders of the same class
of equity instruments (for example, stock options) are

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

treated in the same manner. The Company does not expect the adoption of FSP FAS
123(R)-5 to have a material impact on its consolidated results of operations and
financial condition.

NOTE 3. CHANGES IN COMPANY MANAGEMENT

In February, 2005 Gordon Leliever, Betty North, Doug Budden, Boardwalk
Creations, as Plaintiffs, ("The Plaintiffs or Leliever Group") initiated a
action against Georges Benarroch, Linda Kent, Jean-Jacques Treyvaud, and Related
parties ("The Benarroch Group"). Below is a short synopsis.

Between August and October 2004, the Benarroch Group, further to funding
provided to Osprey between May and October 2004, and in further extending the
scope of its due diligence, questioned the validity and legality of certain
actions as well as the financial disclosures made by management and the accuracy
of the financial reports prepared by the Company auditors for filing with the
SEC. In November 2004, the Benarroch Group requested a change in the management
of the Company and through a Written Consent in Lieu of a Special Meeting of the
Stockholders, Georges Benarroch was elected President and Linda Kent, Corporate
Secretary Treasurer of Osprey Gold Corp. The Company called a Special Meeting of
Stockholders to remove the Leliever Group as Officers and Directors on February
11, 2005. In February 2005, The Leliever Group brought an action ex-parte in the
United States District, District of Nevada and obtained a Temporary Restraining
Order which allowed them to keep control of the Company. Shortly thereafter, the
Benarroch Group filed a Statement of defense and Counterclaim.

On June 6, 2005, the Court Ordered control of Osprey be returned to the
Benarroch Group as the Order stated, "Defendants will suffer irreparable injury
if the Plaintiffs are allowed to continue in control of Osprey's assets,
pursuant to the terms Preliminary Injunction;" The Leliever Group were found in
contempt and guilty of, not limited to, spoliation of evidence as they erased
the hard drives on Osprey computers, failing to turn over all of the Corporate
computer equipment, core logs, core samples, geological reports, mining maps,
financial records and supporting documents, and legal papers. The Court also
found that The Benarroch Group suffered irreparable prejudice as a result of the
loss of company information, documents, computers and software including the
loss of virtually all corporate documents and information regarding the
company's day to day negotiations and transactions, the absence of backup
documentation for financial documents, the expense to rebuild the company's
records from scratch and the expense to replace the computers, server and
software. The action initiated by the Leliever Group against Counterclaimants,
the Benarroch Group was dismissed by the United States District Court, District
of Nevada on July 26th, 2006 pursuant to the Settlement Agreement and Mutual
Release between the parties executed on July 17th, 2006 (the "Settlement").
Further, the Leliever Group was found in contempt by the United States District
Court, District of Nevada. The Settlement called for control of Osprey to remain
with the Benarroch Group. In addition, part of the Leliever Group was required
to surrender all of its shares of Osprey, totaling 61,150,000 shares of which
3,100,000 shares were owned by Gordon Leliever and 58,050,000 shares were owned
by Boardwalk Creations Ltd. Furthermore, on or before August 16, 2006, the
Leliever Group was required to satisfy all of the outstanding liabilities of
Osprey totaling, but not limited to, approximately $242,000 and make a cash
payment of $1.5 million to Osprey. Upon evidence of payment of same, the assets
of Osprey would be transferred to the Leliever Group. However, failure by the
Leliever Group to make the payments before August 16, 2006 entitled Osprey to
retain the assets with no possibility of appeal by the Leliever Group. On August
16, 2006 the Leliever Group failed to satisfy all outstanding liabilities and
make the payments, therefore the Company retained all its assets.

NOTE 4. MINING PROPERTIES

On October 4, 2006 the Company completed the sale of all mining claims in the
Porcupine Mining Division, Ontario, Canada to Coldrock Resources Inc., a
non-related party, for $2,100,000.


                                      F-10

<PAGE>

The Company had the following claims until October 4, 2006 in Canada:

63 Patented mining claims in the Porcupine Mining Division

NOTE 4. MINING PROPERTIES (CONTINUED)

113 unpatented claims in the Porcupine Mining Division

As the Company was unable to begin production, or substantiate any proven
reserves, the value had been fully impaired. Since these claims had a zero asset
value, the entire $2,100,000 received from "The Sale" has been recorded as a
gain on sale of assets.

Of the $2,100,000 received from "The Sale", $1,050,000 is being held in escrow
(which is classified on the balance sheet as restricted cash), as the Canadian
Revenue Agency (CRA) requires that any foreign company selling Canadian Property
must have 50% of the proceeds held until the Company files a Section 116. The
Company is in the process of completing the filing and answering questions by
the CRA. At this time it is unknown when the funds will be released to the
Corporation.

NOTE 5. EQUITY

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.

2003-STOCK ISSUED FOR MINING CLAIMS-RELATED PARTY

On June 6, 2003, the Company issued 18,000,000 common shares value at $3,600, in
connection with the acquisition of 53 unpatented mining claims, from a related
party, comprising of 27,280 acres situated in the Porcupine Mining Division of
Northern Ontario. (Please note these were purchased from a related party that
had no actual basis in the property and therefore must be recorded at the par
value of the stock issued) These claims were transferred to the company in March
2004 of which 7,000,000 shares to an unrelated party for services.

On November 14, 2003 the company issued for the Lingman Lake 4 patented claims,
12,050,000 shares to a related party and 950,000 shares to an unrelated party.
The fair value is approximately $2,600. (Please note these were purchased from a
related party that had no actual basis in the property and therefore must be
recorded at the par value of the stock) As the Company is not able to begin
production, or substantiate any proven reserves, it has fully impaired the
value.

2003-STOCK ISSUED FOR CONSULTING SERVICES

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. The issuances were recorded at the fair market
value $400,000.

2003-STOCK ISSUED FOR DIRECTORS FEES

On September 29, 2003 the Company issued a total of 500,000 shares of common to
the Board of Directors for services. The Company recorded an expense of $310,000
which is the fair market value on the date of issuance.

2003-STOCK ISSUED FOR PURCHASE OF CAMP


                                      F-11

<PAGE>


On July 14, 2003 The Company acquired a mining camp from a related party. The
acquisition was valued at $50,000 and was paid for by the issuance of 2,000,000
common shares and the execution of a demand note payable for $500,000. Per the
Company's settlement agreement see Note 3 the Company is not obligated to repay
the $500,000 note payable. The shares were issued subsequent to year end.
(Shares issued March 25th NOTE 5. EQUITY (CONTINUED)

2004.) (Please note the camp was purchased from a related party that had a cost
basis of $50,000 in the property and therefore must be recorded at their basis).
The camp was transferred to the company in May of 2006.

2004-STOCK ISSUED FOR MINING CLAIMS-RELATED PARTY

In January, 2004 The Company purchased the Lingman Assets from a related party
for 8,000,000 of common stock value at $1,600. (Shares issued March 25th 2004)
The Company has not received control of these assets. (Please note these were
purchased from a related party that had no actual basis in the property and
therefore must be recorded at the par value of the stock) As the Company is not
able to begin production, or substantiate any proven reserves, it has fully
impaired the value.

In March, 2004 The Company purchased the Jerome Patented Claims which consist of
63 patented claims in the Porcupine Mining Division of Northern Ontario for
47,840,000 shares of common stock valued at $9,568 from a related party. (Please
note these were purchased from a related party that had no actual basis in the
property and therefore must be recorded at the par value of the stock) As the
Company is not able to begin production, or substantiate any proven reserves, it
has fully impaired the value.

In August, 2004 the Company purchased the Lingman Lakes claims which consist of
14 patented mining claims in the Red Lake Division of Northern Ontario for
45,000,000 shares of common stock valued at $9,000 from a related third party.
In May, 2006 the United States District of Nevada, ordered the third party to
transfer title of the claims to the Company.

2004-STOCK ISSUED FOR MINING CLAIMS

In July, 2004 the Company issued 100,000 shares of common stock valued at
$16,500 to Anaconda Gold for the purchase of 8 unpatented claims in the Red Lake
Division of Northern Ontario. The agreement was cancelled in early 2005. The
shares are non-returnable.

In August 2004, the Company issued 250,000 shares of common stock valued at
$52,500 to an unrelated party as part of the purchase of the 63 patented mining
claims from a related party.

In October, 2004 the Company entered into an agreement to purchase 4 unpatented
claims in the Porcupine Division of Northern Ontario from an unrelated third
party. The Company issued a total of 200,000 shares valued at $108,000. The
shares are non-returnable. (This agreement was cancelled in 2005.)

2004-STOCK ISSUED FOR DIRECTORS FEES

In August, 2004 the Board of Directors issued itself a total of 300,000 shares
of common stock valued at $42,000 for director's fees.

2004-STOCK ISSUED FOR CONSULTING SERVICES

In April 2004, the Company issued a total of 4,000,000 shares of common to two
consultants for services. The fair market value of the common stock on the date
of issuance was $2,080,000.

In July 2004, the Company issued a total of 19,000,000 of common stock for
investor relations in Europe. The fair market value of the common stock on the
date of issuance was $2,280,000.


                                      F-12

<PAGE>

In August 2004, the Company issued 45,000 shares of common stock valued at
$12,000 for services.

In October 2004, the Company issued 145,651 shares of common stock valued at
$58,260 for services.

NOTE 5. EQUITY (CONTINUED)

2004-STOCK ISSUED FOR MANAGEMENT FEES

In August, 2004 the Company issued a total of 3,000,000 shares of common stock
to the Company's former President and 1,000,000 shares of common stock to the
Company's former Vice-President. The fair market value of the common stock on
the date of issuance was $528,000.

2004-STOCK ISSUED FOR FINANCING FEES

In July 2004, the Company issued 200,000 shares of common stock valued at
$24,000 for financing fees.

2004-STOCK ISSUED FOR CANCELLATION OF LETTER OF INTENT AND SERVICES

In December 2004, the Company sold a total of 15,500,000 units to a related
party for net proceeds of $225,000 and fees of $100,000. Each unit consisted of
one share of common stock and one warrant expiring two years from the date of
issuance.

2004-SALE OF COMMON STOCK

In August, 2004 the Company sold a total of 4,500,000 units for net proceeds of
$225,000. Each unit consisted of one share of common stock and one $.10 warrant
expiring 2 years from the date of issuance.

In August 2004, the Company sold a total of 1,650,000 units to 5 investors for
net proceeds of $115,500. Each unit consisted of one share of common stock and
one $.25 warrant expiring two years from the date of issuance.

In August 2004, the Company sold a total of 2,326,020 units to an unrelated
investor for net proceeds of $687,804. Each unit consisted of one share of
common stock and one $.25 warrant expiring two years from the date of issuance.

In September 2004, the Company sold a total of 2,304,000 units to related
investors for net proceeds of $180,000. Each unit consists of one share of
common stock and one $.25 warrant expiring in September 2006.

2004-CAPITAL CONTRIBUTION

Capital contributions were made in 2004 for the total amount of $68,408.

2005-SALE OF COMMON STOCK

In November, 2005 the Company sold a total of 100,000,000 shares of common stock
for net proceeds of $500,000.

2006-CANCELLATION OF COMMON STOCK

In August 2006, as a result of the "Settlement Agreement", July 17th, 2006, the
Company recovered and was able to cancel 61,150,000 shares issued to related
parties. The transaction was recorded at par value.

2006-STOCK ISSUED FOR CONSULTING SERVICES


                                      F-13
<PAGE>

During November 2006, 35,000,000 common shares were issued for consulting fees.
The fair market value at time of issuance was valued at $1,575,000.

NOTE 5. EQUITY (CONTINUED)

2006- COMMON STOCK ISSUED FOR SERVICES RENDERED

In November 2006, the Company issued 1,637,008 common shares for legal services
and 53,098 for staking claims in the Porcupine Mining Division for a value of
$43,507.

2006- COMMON STOCK ISSUED FOR DIRECTORS FEES

On November 1, 2006, 500,000 common shares for director's fees were issued at
fair market value of $32,500.

2006- COMMON STOCK ISSUED FOR SATISFACTION OF DEBT

In November 2006, the company issued 328,325 common shares valued at $19,700 for
satisfaction of debt.

2006- COMMON STOCK ISSUED FOR SALARY

In November 2006, 10,530,262 common shares were issued in lieu of salary. The
fair market value at time of issuance was $684,468.

NOTE 6. STOCK-BASED COMPENSATION

The Board of Directors granted in September 2003, 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. Compensation expense of $465,000 was recorded for
fair value of the options on date of grant using the Black-Scholes model with
the assumptions of a risk-free rate of return of 6%, expected life of three
years, expected volatility of 3.294, and a dividend yield of 0%. The options
expired on September 29, 2006 with no options beginning exercised.

NOTE 9. 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.

NOTE 10. INCOME TAXES

Deferred income taxes arise from timing differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. A deferred tax asset valuation allowance is recorded when it is more
likely than not that deferred tax assets will not be realized. There are no
deferred taxes as of December 31, 2006.

There was no income tax expense for the year ended December 31, 2006.

The Company's benefit differs from the "expected" benefit for the year ended
December 31, 2006 (computed by applying the Corporate tax rate of 38% to the
loss before taxes), as follows:


                                      F-14

<PAGE>

<TABLE>
<CAPTION>
                                              December 31,
                                          --------------------
                                             2006       2005
                                          ---------   --------
<S>                                       <C>         <C>
Computed "expected tax benefit            $(157,803)  $(81,000)
Benefit of operating loss carryforwards          --         --
Valuation allowance                         157,803     81,000
                                          ---------   --------
                                          $      --   $     --
                                          ---------   --------
</TABLE>

The effects of temporary differences that gave rise to significant portions of
deferred tax assets and liabilities at December 31, 2006 are as follows:

<TABLE>
<CAPTION>
                                  December 31, 2006
                                  -----------------
<S>                               <C>
Deferred Tax Assets
Current Deferred Tax Assets          $        --
Net operating loss carryforward        3,785,834
                                     -----------
Total gross deferred Tax Assets
Less valuation allowance             $(3,785,834)
                                     -----------
Net deferred tax assets              $        --
                                     -----------
</TABLE>

The Company has a net operating loss carryforward of approximately $9,962,722
available to offset future taxable income through 2027.


                                      F-15

<PAGE>

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

A. (1) The Company concluded, in conjunction with its independent registered
accounting firm, Jewett, Schwartz, Wolfe and Associates, its historical
financial statement for the year ended December 31, 2003, for the quarterly
reports ended, March 31, 2004, June 30, 2004 and September 30, 2004, should no
longer be relied upon as a result of the accounting treatment afforded to the
mining properties.

B. (1) The Company has restated its financial results for the year ended
December 31, 2003 as a result of prior management entering into several
undisclosed related party transactions and capitalizing the purchase of mineral
rights that should have been expensed as exploration costs.

During Registrant's most recent two fiscal years, as well as the subsequent
interim period through December 31, 2005, 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 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 SB.

(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.

(4) 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 SB during the Company's two most recent fiscal years or
any subsequent interim period prior to engaging his services.

C. New Independent Accountants: November 28, 2005, Jewett, Schwartz, Wolfe and
Associates had been engaged as the Principal Accountant to Audit the
Registrant's financial statements.

D. The change of independent accountants was approved by the Company's Board of
Directors on June 17th, 2005.

ITEM 8A. CONTROLS AND PROCEDURES

Our disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), was recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC. Our management, with the participation of our President, Corporate
Secretary Treasurer and Chief Financial Officer, has evaluated the
effectiveness, as of December 31, 2006, of our "disclosure controls and
procedures", as that term is defined in Rule 13a-15(e) under the Exchange Act.
Based upon that evaluation, have concluded that the disclosure controls and
procedures as of December 31, 2006, were effective to provide a reasonable
assurance that information required to be disclosed by us in the reports filed
or submitted by us under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and to
provide reasonable assurance that information required to be disclosed by the us
in such reports is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding

<PAGE>

required disclosure.

There was no change in our "internal control over financial reporting", as such
term is defined in Rule 13a-15(f) under the Exchange Act that occurred during
the year ended December 31, 2006, that has materially affected, or is reasonably
likely to materially effect, our internal control over financial reporting.

ITEM 8B OTHER ITEMS

Please refer to the financial statements for additional costs and expenditures
and other financial information.

The Company had no production from operations for 2006. For 2006, gross revenues
were $-0-.

On February 1, 2006, the Company entered into a letter of intent ("LOI") with
Flair Petroleum Ltd., a United Kingdom private corporation ("Flair"), whereby,
through a series of transactions, the Company will acquire Flair's right, title
and interest in an existing joint venture (the "Joint Venture") between Flair
and Pure Energy Limited ("PEL"), a private Bermuda company, which, through its
subsidiaries, is active in heavy oil and coal methane gas in Utah and other
western US states. The Joint Venture was created to explore and develop a known
heavy oil deposit located on 3,000 leased acres in the Uinta Basin in
northeastern Utah ("Uinta Acres").

Pursuant to the LOI, the Company will make an initial deposit of $100,000 to
secure the lease agreement for the Uinta Acres. Such amount will be provided by
Credifinance Capital Corp. ("Credifinance") in the form of a convertible note.
Upon signing the lease agreement, the Company will raise interim funding for the
Joint Venture in the amount of $2,000,000 ("Interim Financing"). Over the next
four years, the Company will raise as much as $70,000,000 for long term project
financing. In exchange, the Company will acquire Flair's 73% interest in the
Joint Venture.

The proposal was entirely contingent upon (1) obtaining the approval of the
United States District Court for the District of Nevada; (2) all other normal
regulatory, legal, and shareholder approvals; and, (3) a closing date of March
15, 2006. The Company had filed an emergency motion with the United States
District Court for the District of Nevada to present these matters.

The result of the emergency motion filed with the United States District Court,
District of Nevada found Leliever et al, was in Contempt and did not provide the
required financial information. The letter of intent with Flair Petroleum Ltd.
was cancelled.

<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
NAME                    AGE   POSITION
----                    ---   --------
<S>                     <C>   <C>
Georges Benarroch        60   President/Chief Financial
                              Officer/Director

Linda Kent               51   Corporate Secretary & Treasurer
                              Director

Jean Jacques Treyvaud    68   Director
</TABLE>

The business experience of the persons listed above during the past five years
are as follows:

Georges Benarroch/Chief Financial Officer/President/Director:

Mr. Benarroch was elected as President effective November 18th, 2004, and a
Director of the Company since September 2004. Mr. Benarroch is the President and
Chief Financial Officer of Credifinance Capital Corp. and Credifinance
Securities Limited and President of and Chief Executive Officer of Kyto
Biopharma Inc. a public company.

Linda Kent/Corporate Secretary Treasurer/Director: Ms. Kent has worked in the
securities brokerage industry since 1979. Since 2000 she has been the Head of
Trading for Credifinance Securities Limited in Toronto, Canada.

Jean Jacques Treyvaud/Director: Mr. Treyvaud is a specialist in financial
engineering, corporate finance, and investor relations. From 1989 to present, he
has been a Private Consultant to many European and Middle Eastern clients in the
financial engineering, corporate finance, investor relations and portfolio
management. From 1985-1989, he was the Senior Vice-President, Capital Market
Group for the Banque Indosuez, Geneva. In the Capital Market Group, Banque
Indosuez he was responsible for international financing, syndication and
retailing of new issues. From 1983-1985, he was a Vice President--Capital Group
at Chemical Bank (Switzerland) S.A. From 1978 to 1983 he was Vice
President--Underwriting Guaranties Group at Banque Paribas Suisse, Geneva. From
1964 to 1977 he worked in various Departments of Government of Canada.

In 1958, he received a certificate in Geology from McGill University, Montreal,
and attended the University of Montreal in the Department of Social Economy from
1957 to 1960. Mr. Treyvaud did his postgraduate studies at the University of
Carleton, from 1967 to 1970. He also completed the registered representative
course in 1977, and was a Lecturer in International Finance at the Universite du
Quebec in 1972.

B) IDENTIFY SIGNIFICANT EMPLOYEES

The Company does not expect to receive a significant contribution from employees
that are not executive officers.

C) FAMILY RELATIONSHIPS

There are no directors, executive officers or persons nominated or persons
chosen by the Company to become a director or executive officer of the Company
who are directly related to an individual who holds the position of director or
executive officer or is nominated to one of the said positions.

D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

There are no material events that have occurred in the last five years that
would affect the evaluation of the ability or integrity of
<PAGE>

any director, person nominated to become a director, executive officer, promoter
or control person of the Company.

E) AUDIT COMMITTEE

The Audit Committee has the responsibility of (i) recommending the selection of
our independent public accountants, (ii) reviewing and approving the scope of
the independent public accountants' audit activity and extent of non-audit
services, (iii) reviewing with management and our independent public accountants
the adequacy of our accounting system and the effectiveness of our internal
audit plan and activities, (iv) reviewing with management and our independent
public accountants the financial statements and exercising general oversight of
the financial reporting process and (v) reviewing with us litigation and other
legal matters that may affect our financial condition, and monitoring compliance
with our business ethics and other policies.

The Audit Committee is composed of Jean Jacques Treyvaud, Linda Kent, and
Georges Benarroch. The Audit Committee did not meet in 2006. The Audit Committee
has not adopted a charter. The functions that would normally be performed by the
Audit Committee were performed by the Board.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation for the fiscal year ended
December 31, 2006 payable/paid to Georges Benarroch the Company's
President/Director, Linda Kent the Company's Corporate Secretary Treasurer, and
the following Directors.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                     NON -
                                                                  NON-EQUITY       QUALIFIED
    NAME AND                                  STOCK    OPTION   INCENTIVE PLAN     DEFERRED       ALL OTHER
    PRINCIPAL             SALARY   BONUS     AWARDS    AWARDS    COMPENSATION    COMPENSATION   COMPENSATION     TOTALS
    POSITION       YEAR     ($)     ($)       ($)        ($)          ($)        EARNINGS ($)        ($)          ($)
----------------   ----   ------   -----   ---------   ------   --------------   ------------   ------------   ---------
<S>                <C>    <C>      <C>     <C>         <C>      <C>              <C>            <C>            <C>
Georges            2004        0     0        14,000      0            0               0                 0        14,000
Benarroch
President (3)
                   2005        0     0         7,000      0            0               0                 0         7,000
                   2006   17,857     0     1,312,575      0            0               0                 0     1,330,432

Linda Kent         2004        0     0        14,000      0            0               0                 0        14,000
Corporate
Secretary
/Treasurer
                   2005   41,275     0         7,000      0            0               0                 0        48,275
                   2006   47,382     0       843,762      0            0               0                 0       891,144

Peter Hug          2004        0     0        14,000      0            0               0                 0        14,000
- Director
                   2005        0     0         7,000      0            0               0                 0         7,000

Jeans Jacques      2004        0     0        14,000      0            0               0                 0        14,000
Treyvaud -
Director
                   2005        0     0       100,000      0            0               0                 0         5,000

Gordon Leliever    2004    2,269     0       390,000      0            0               0            39,463       431,732
- Director (1)
                   2005   12,367     0             0      0            0               0             7,170        19,537

Douglas Budden     2004        0     0       195,460      0            0               0            42,795       238,255
- Director
                   2005        0     0             0      0            0               0            08,671         8,671

Betty North  (2)   2004    4,661     0             0      0            0               0           379,423       384,084
- Corporate
Secretary
                   2005   17,158     0             0      0            0               0             1,540        18,698
</TABLE>

(1)  3,100,000 common shares registered to Gordon Leliever were cancelled as per
     the "Settlement Agreement" of July 17, 2006.

(2)  Betty North is the President of Boardwalk Creation Ltd. Boardwalk Creation
     Ltd. is a privately held Ontario, Canada, Corporation. B. North received
     $70,951.62 Boardwalk Creation Ltd. received $422,715.61.

(3)  Georges Benarroch is the President of Credifinance Capital Corp and
     Credifinance Securities Limited which has

<PAGE>

     preformed investment banking services to the Company. Credifinance
     Securities Limited received CDN$11,550 as a commission for a private
     placement. Credifinance Capital Corp. received 4,250,000 shares for
     services.

OPTIONS/SAR GRANTS TABLE

In November 2006, the Board of Directors approved the issuance of 500,000 common
shares at $0.0002 per share to all directors of the Company for their services
rendered and a compensation expense of $100 has been recorded. In September
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 expired on September 29, 2006.

There were no options granted to employees and no grants to key employees in
fiscal year 2006.

COMPENSATION OF DIRECTORS

All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election and compensation of directors. The Board
of Directors appoints officers annually and each executive officer serves at the
discretion of the Board of Directors. The Company does not have any standing
committees at this time.

The Company does not currently maintain insurance for the benefit of the
directors and officers of Osprey against liabilities incurred by them in their
capacity as directors or officers of Osprey. Osprey does not maintain a pension
plan for its employees, officers or directors.

Four directors received 100,000 common shares each for services rendered during
fiscal years 2005. One director received 100,000 common shares for services
rendered during the fiscal 2004.

The Company issued to the President 8,655,011 shares and 1,442,501 to the
Corporate Secretary/Treasurer in lieu of Salary.

The Company issued to the President 15,000,000 shares and to the Corporate
Secretary/Treasurer 15,000,000 shares of Common Stock for Consulting for the
period from November 2004 to December 2006.

None of the directors or senior officers of Osprey and no associate of any of
the directors or senior officers of Osprey was indebted to the Company during
the financial period ended December 31, 2006 of Osprey other than for routine
indebtedness.

EMPLOYMENT CONTRACTS

None

REPORT ON REPRICING OF OPTIONS/SARS

None

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following persons (including any group as defined in Regulation S-B, Section
228.403) are known to the Company, as the issuer, to be beneficial owner of more
than five percent (5%) of any class of the said issuer's voting securities.

<TABLE>
<CAPTION>
TITLE OF CLASS      NAME OF BENEFICIAL OWNER      COMMON SHARES   PERCENTAGE OF CLASS
--------------   ------------------------------   -------------   -------------------
<S>              <C>                              <C>             <C>
Common           Credifinance Capital Corp. (1)     77,487,600            27%

Common           Finance Research & Development     59,288,214            21%
                 (FRD) Trust (2)
</TABLE>

(1)  Credifinance Capital Corp. is a privately held Delaware corporation.
     Georges Benarroch is the President & Chief

<PAGE>

     Financial Officer of Credifinance Corp.

(2)  Finance Research & Development (FRD) Trust owns interest in all of the
     outstanding shares of Credifinance Capital Corp.

B) SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>
<CAPTION>
TITLE OF CLASS      NAME OF BENEFICIAL OWNER     COMMON SHARES   PERCENTAGE OF CLASS
--------------   -----------------------------   -------------   -------------------
<S>              <C>                             <C>             <C>
Common           Linda Kent / Director             23,324,305             8%
                 Corporate Secretary Treasurer

Common           Georges Benarroch (1)            101,342,611            36%
                 President/Director
</TABLE>

(1)  Credifinance Capital Corp. is a privately held Delaware corporation.
     Georges Benarroch is the President & Chief Financial Officer of
     Credifinance Corp.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(A) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Detail of related party transactions are described in note 4 & 5 of the
Financial Statements.

(B) TRANSACTIONS WITH PROMOTERS

Georges Benarroch would be considered as a promoter of the Company. Georges
Benarroch is the President & CEO of Credifinance Capital Corp which owns
77,487,600 common shares representing 28.6% of issued shares.

Officers, directors and employees will refrain from gathering competitor
intelligence by illegitimate means and refrain from acting on knowledge, which
has been gathered in such a manner. The officers, directors and employees of
Osprey Gold Corp. will seek to avoid exaggerating or disparaging comparisons of
the services and competence of their competitors.

Officers, directors and employees will obey all Equal Employment Opportunity
laws and act with respect and responsibility towards others in all of their
dealings. Officers, directors and employees will remain personally balanced so
that their personal life will not interfere with their ability to deliver
quality products or services to the company and its clients. Officers, directors
and employees agree to disclose unethical, dishonest, fraudulent and illegal
behavior, or the violation of company policies and procedures, directly to
management.

Violation of this Code of Ethics can result in discipline, including possible
termination. The degree of discipline relates in part to whether there was a
voluntary disclosure of any ethical violation and whether or not the violator
cooperated in any subsequent investigation.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
DATE         ITEM(S)
----         -------
<S>          <C>
2006-01-19   5.02
2006-02-08   8.01, 9.01
2006-10-05   2.01, 5.02, 8.01, 9.1
2006-12-29   3.02
2007-02-01   3.01
2007-03-14   5.03, 8.01
</TABLE>

<PAGE>

(A) LISTING OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NUMBER   DESCRIPTION
--------------   -----------
<S>              <C>
3(i)(a)          *Articles of Incorporation of Osprey Gold Corp.

3(i)(b)          *Articles of Amendment changing name to Osprey Gold Corp.

3(ii)            *Bylaws of Osprey Gold Corp.

31.1             Section 302 Certification

32.1             Certification pursuant to 18 U.S.C. Section 1350 as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>

*    Incorporated by reference filed as form 10SB

(B) CODE OF ETHICS

Osprey Gold Corp. will conduct its business honestly and ethically wherever we
operate in the world. We will constantly improve the quality of our services,
products and operations and will create a reputation for honesty, fairness,
respect, responsibility, and integrity, trust and sound business judgment. No
illegal or unethical conduct on the part of officers, directors, employees or
affiliates is in the company's best interest. Osprey Gold Corp. will not
compromise its principles for short-term advantage. The ethical performance of
this company is the sum of the ethics of the men and women who work here. Thus,
we are all expected to adhere to high standards of personal integrity.

Officers, directors, and employees of the company must never permit their
personal interests to conflict, or appear to conflict, with the interests of the
company, its clients or affiliates. Officers, directors and employees must be
particularly careful to avoid representing Osprey Gold Corp. in any transaction
with others with whom there is any outside business affiliation or relationship.
Officers, directors, and employees shall avoid using their company contacts to
advance their private business or personal interests at the expense of the
company, its clients or affiliates.

No bribes, kickbacks or other similar remuneration or consideration shall be
given to any person or organization in order to attract or influence business
activity. Officers, directors and employees shall avoid gifts, gratuities, fees,
bonuses or excessive entertainment, in order to attract or influence business
activity.

Officers, directors and employees of Osprey Gold Corp. will often come into
contact with, or have possession of, proprietary, confidential or
business-sensitive information and must take appropriate steps to assure that
such information is strictly safeguarded. This information - whether it is on
behalf of our company or any of our clients or affiliates - could include
strategic business plans, operating results, marketing strategies, customer
lists, personnel records, upcoming acquisitions and divestitures, new
investments, and manufacturing costs, processes and methods. Proprietary,
confidential and sensitive business information about this company, other
companies, individuals and entities should be treated with sensitivity and
discretion and only be disseminated on a need-to-know basis.

Misuse of material inside information in connection with trading in the
company's securities can expose an individual to civil liability and penalties.
Directors, officers, and employees in possession of material information not
available to the public are "insiders". Spouses, friends, suppliers, brokers,
and others outside the company who may have acquired the information directly or
indirectly from a director, officer or employee are also "insiders." The Act
prohibits insiders from trading in, or recommending the sale or purchase of, the
company's securities, while such inside information is regarded as "material",
or if it is important enough to influence you or any other person in the
purchase or sale of securities of any company with which we do business, which
could be affected by the inside information.

The following guidelines should be followed in dealing with inside information:

Until the company has publicly released the material information, an employee
must not disclose it to anyone except those

<PAGE>

within the company whose positions require use of the information.

Employees must not buy or sell the company's securities when they have knowledge
of material information concerning the company until it has been disclosed to
the public and the public has had sufficient time to absorb the information.

Employees shall not buy or sell securities of another corporation, the value of
which is likely to be affected by an action by the company of which the employee
is aware and which has not been publicly disclosed.

Officers, directors and employees will seek to report all information accurately
and honestly, and as otherwise required by applicable reporting requirements.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Board of Directors appointed Jewett Schwartz and Associates. ("Jewett") as
our independent auditors for the fiscal year ending December 31, 2006.

(1) AUDIT FEES

Jewett, Schwartz and Associates, Independent Registered Public Accounting firm
billed an aggregate of $25,000 for the following professional services: audit of
our annual consolidated financial statements for the fiscal year ended December
31, 2006 included in our annual report on Form 10-KSB and review of our interim
financial statements included in our quarterly reports on Form 10-SB.

(2) AUDIT RELATED FEES

No other professional services were rendered by Jewett, Schwartz And Associates
for audit related services rendered during the fiscal year ended December 31,
2006, in connection with, among other things, the preparation of a Registration
Statement on Form 10-SB.

(3) TAX FEES

No professional services were rendered by Jewett, Schwartz, Wolfe and Associates
for tax compliance, tax advice, and tax planning the fiscal year ended December
31, 2006.

The Company hired Mcarney Greenwood to file their Canadian Tax returns for 2003,
2004 and 2005.

(4) ALL OTHER FEES

Not applicable.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf on March 23 2007 by the undersigned, thereunto authorized.

                                        OSPREY GOLD CORP.
                                        (FORMERLY INCITATIONS)


                                        By: /s/ Georges Benarroch
                                            ------------------------------------
                                            Georges Benarroch, President & Chief
                                            Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities on the date(s) indicated.

<TABLE>
<CAPTION>
                 NAME                             TITLE                 DATE
                 ----                             -----                 ----
<S>                                      <C>                       <C>


/s/ Georges Benarroch                    President                 March 23,2007
--------------------------------------   Chief Financial Officer
                                         Director


/s/ Jean Jacques Treyvaud                Director                  March 23,2007
--------------------------------------
</TABLE>