<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, 2005

                                       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>
   6100 NEIL ROAD, SUITE 500, RENO, NV                          89511-1149
(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 revenues of $0 (no revenues) for the year ended December
31st, 2005.

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant on December 31st, 2005, was approximately $6,799,414.28, based
on the average bid and asked prices on such date of $0.04. The registrant does
not have any non-voting equities.

<PAGE>

The Registrant had 295,404,763 shares of common stock, .0002 par value per
share, outstanding on December 31st, 2005.

<PAGE>

                                TABLE OF CONTENTS

                                   FORM 10-KSB
                     FOR FISCAL YEAR ENDED DECEMBER 31, 2005

<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>

<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.

<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Osprey Gold Corp. (the "Company"), 6100 Neil Road, Suite 500, Reno, NV,
89511-1149, 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 large, exploration-stage
properties with near-term production potential and future growth through
exploration discoveries. Our acquisition and development emphasis is focused on
properties containing gold and other strategic minerals located in Canada.

On October 3, 2006 the Company completed the sale of all mining claims in the
Porcupine Mining Division, Ontario, Canada. Coldrock Resources Inc. which has no
material relationship to the registrant, any of its affiliates, any officer,
director or associate of any officer or director for US $2,100,000.

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 that are located in
Canada. In October 2006, the Company sold all the mining claims in the Porcupine
Mining Division in Ontario, Canada, to a private company, Coldrock Resources
Inc.

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

The Company has 2 full time employees.

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,

<PAGE>

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 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. That number of shares is enough to dominate and
control the price and trading volume in the Company's securities. Because those
shares are controlled by such a limited number of persons, selling decisions by
either or both of those persons can be expected to have a substantial impact
upon (or "overhang" over) the market, if any, for the common stock. 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

<PAGE>

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

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

<PAGE>

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, 2005, 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.

ITEM 2. DESCRIPTION OF PROPERTY

On October 3, 2006 the Company completed the sale of all mining claims in the
Porcupine Mining Division, Ontario, Canada. Coldrock Resources Inc. which has no
material relationship to the registrant, any of its affiliates, any officer,
director or associate of any officer or director for US $2,100,000.

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. 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 who had not transferred the Watershed-Gogama
Gold Camp. Management as of May 24, 2006, acquired the Land Use Permit in the
name of the Company. The demand note payable for $500,000 has been cancelled.

In Ontario, the Company holds its mineral interests by unpatented mining claims.
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 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.

<PAGE>

LINGMAN LAKE PROJECTS AND JEROME MINE

The Company reported a purchase of four Lingman Lake patented claims in 2003 for
a value of $200,000 which was paid for in shares in the amount of 12,050,000
shares and a 2% NSR to a related party and 950,000 shares to an unrelated party.
The related party did not own the patented claims. The Company forgave $125,000
paid to the Vendor on behalf of the related third party, as a result of the
"Settlement Agreement", July 17, 2006. (Refer to item 3: Legal Proceedings).

<PAGE>

The Company reported, on January 12, 2004, a "Purchase of Assets" from a related
party consisting of the following: 250,000 gallons of Arctic Purple Diesel Fuel
and Storage tank farm for $2,400,000 (US); and Excavated ore, with proven gold
reserves of 2,000 troy ounces for $8,000,000 (US) and a 300 ton per day ball
mill, diesel generators and all control equipment for $2,800,000 (US), for a
total consideration of $6,000,000 (US), which was paid by issuing 8,000,000
common shares. The related party did not own the assets as reported and the cost
has been recorded at par value of $1,600 (US). The assets were located on the
four Lingman lake Patented Claims, which were to be vended in separately, as
neither transaction occurred, both agreements have since been canceled. No cash
or other consideration was paid.

The Company entered into an agreement with Annaconda Gold to purchase 8
unpatented mining claims in the Red Lake Division. Annaconda Gold received CDN
$75,000 and 100,000 common shares as first payment. In early 2005 the agreement
was cancelled as no further payments was made to Annaconda.

The Company reported 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.

The Company, reported issuing 18,000,000 common shares on June 30, 2003 for the
acquisition of 53 unpatented mining claims from a related party, situated in the
Porcupine Mining Division which comprised of 27,280 acres. The mining claims
were transferred to The Company March 2004.

The Company, reported a purchase of 63 patented mining claims in the Porcupine
Mining Division, known as the "Jerome Claims" from a shareholder in March of
2004 for 47,840,000 shares and a 1.5% NSR to the shareholder and a further
250,000 common shares and a 2% NSR to Domtar Inc. The shareholder was a related
party and the claims were not transferred to the company until July 2004. The
Company has cancelled the 1.5% NSR, as a result of the "Settlement Agreement",
July 17, 2006.

The Company reported entering into an agreement to purchase 4 unpatented mining
claims in the Porcupine Mining Division from an unrelated third party. The
Company issued 200,000 common shares in October 2004 and the agreement was
cancelled in 2005.

The Company staked and acquired additional mining claims in the Porcupine Mining
Division throughout 2004 and 2005 to accumulate 113 unpatented mining claims.

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 (US) monthly, which includes rent of $1,500 and certain administrative
services, such as bookkeeping, copying and printing, courier services, and
telephone.

The Company owns no investments.

ITEM 3. LEGAL PROCEEDINGS

Except as described below, the Company is not aware of any material pending or
threatened litigation or of

<PAGE>

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 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".

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.

Shaun Ruddy, carrying on business as RM Communications ("Plaintiff") v Osprey
Gold Corp., Linda Kent and Net Nation Communications Inc., ("Defendants")

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.

A Statement of Defense and Counterclaim was filed with the Ontario Superior
Court of Justice, August 23, 2005"

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

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

On November 12, 2004, the Stockholders holding the majority of the voting power
of the Company, and acting

<PAGE>

pursuant to Section 78.320 of the Nevada Revised Statutes, have approved the
Resolution to increase the number of Directors of the Company and the
appointment of three new Directors to fill the vacancies.

On November 15, 2004, the Shareholders of the Company holding not less than the
majority of the voting power of the Company approved, by written consent, an
amendment to the bylaws of the Company to provide that a Special Meeting of the
Board of Directors may be called by any Director upon not less than two hours
prior written notice by facsimile or personal delivery.

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 disposition of assets and on October 3, 2006, the
Company completed the sale of the Mining Claims held in the Districts of
Porcupine Mining Division to Coldrock Resources Inc., for US$2,100,000.

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.
<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 2003         HIGH    LOW
---------        -----   -----
<S>              <C>     <C>
First Quarter    $2.50   $2.50
Second Quarter   $2.50   $1.50
Third Quarter    $0.63   $0.34
Fourth Quarter   $0.75   $0.49
</TABLE>

<TABLE>
<CAPTION>
YEAR 2004         HIGH      LOW
---------        ------   ------
<S>              <C>      <C>
First Quarter    $ 0.66   $ 0.16
Second Quarter   $ 1.05   $ 0.10
Third Quarter    $ 0.24   $ 0.08
Fourth Quarter   $0.105   $0.045
</TABLE>

<TABLE>
<CAPTION>
YEAR 2005         HIGH      LOW
---------        ------   ------
<S>              <C>      <C>
First Quarter    $ 0.07   $ 0.03
Second Quarter   $ 0.07   $0.017
Third Quarter    $0.045   $0.018
Fourth Quarter   $ 0.05   $0.025
</TABLE>

<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
</TABLE>

On December 31, 2003, the closing price of our common stock as reported on the
Over-the-Counter Bulletin Board was $0.60 per share. On December 31, 2003, we
had in excess of 390 beneficial stockholders of our common stock and 40,044,092
shares of our common stock were issued and outstanding.

On December 31, 2004, the closing price of our common stock as reported on the
Over-the-Counter Bulletin Board was $0.05 per share. On December 31, 2004, we
had in excess of 602 beneficial stockholders of our common stock and 195,404,763
shares of our common stock were issued and outstanding.

On December 31, 2005, the closing price of our common stock as reported on the
Pinksheets was $0.04 per share. On December 31, 2005, we had in excess of 622
beneficial stockholders of our common stock and 295,404,763 shares of our common
stock were issued and outstanding.

<PAGE>

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

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.

On July 14, 2003 The Company acquired the rights to 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 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 the there basis)The camp was transferred to the company in
May of 2006.

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.

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.

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 of approximately $2,600 as the Company is not able to begin
production or substantiate any proven reserves it has fully impaired the value.
(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)

In January, 2004 The Company purchased assets known as 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 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 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 party. (Please
note these were purchased from a related party that had no actual basis in the

<PAGE>

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 May 2006 the United States District Court,
District of Nevada, Ordered the related party to transfer the claims.

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.

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 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.

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 $115,000. 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 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.

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

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.)

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

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

ITEM 6. PLAN OF OPERATIONS

During 2004 and 2005, the Company dedicated most of its human and financial
resources to maintaining its

<PAGE>

mining assets in good standing and to resolve legal issues. 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 some
of its assets during the third quarter of 2006 and the favorable commodity
market, the Board made a decision to explore a number of resource related
opportunities. 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.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

Financial Statements

December 31, 2005, 2004, and 2003

                                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-17
</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.
as of December 31, 2005, 2004, and 2003 and the related statements of
operations, changes in shareholders' deficit and cash flows for the years then
ended. 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. as of
December 31, 2005, 2004, and 2003 and the results of its operations and its cash
flows for the years then ended 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.

The financial statements as of and for the year ended December 31, 2003 have
been restated to account for certain costs incurred in the development of the
mining facility previously capitalized to mining properties and liabilities have
been restated to reflect extinguishment of amounts due to related party (See
Note 3).


/s/ Jewett, Schwartz, & Associates

Hollywood, Florida
September 19, 2006


                                       F-2
<PAGE>

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                          ---------------------------------------
                                                                              2005          2004          2003
                                                                          -----------   -----------   -----------
                                                                                                       (Restated)
<S>                                                                       <C>           <C>           <C>
                                 ASSETS

CURRENT ASSETS
Cash                                                                      $   123,097   $    11,155   $     1,500
                                                                          -----------   -----------   -----------
                                                                              123,097        11,155         1,500
Mining camp                                                                    50,000        50,000        50,000
                                                                          -----------   -----------   -----------
TOTAL ASSETS                                                              $   173,097   $    61,155   $    51,500
                                                                          ===========   ===========   ===========

                 LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                                          $   824,026       682,393       129,601
Accrued expenses                                                               35,778        15,754            --
Due to related party                                                               --       335,916            --
                                                                          -----------   -----------   -----------
                                                                              859,804     1,034,063       129,601

SHAREHOLDERS' DEFICIT
Common stock, .0002 par value authorized 300,000,000 shares authorized;
   295,404,763, 195,404,763 and 40,044,092, respectively shares issued
   and outstanding and additional paid-in capital                              59,081        39,081         8,009
Additional paid in capital                                                  8,801,664     8,321,664     1,529,596
Accumulated deficit                                                        (9,547,452)   (9,333,653)   (1,615,706)
                                                                          -----------   -----------   -----------
TOTAL SHAREHOLDERS' DEFICIT                                                  (686,707)     (972,908)      (78,101)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                               $   173,097   $    61,155   $    51,500
                                                                          ===========   ===========   ===========
</TABLE>

              See accompanying notes to the financial statements.


                                       F-3

<PAGE>

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

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

<TABLE>
<CAPTION>
                                                        For the year ended December 31,             Inception
                                                  ------------------------------------------   (March 28, 1995 to
                                                      2005           2004            2003      December 31, 2005)
                                                  ------------   ------------    -----------   ------------------
                                                                                  (Restated)
<S>                                               <C>            <C>             <C>           <C>
REVENUES                                          $         --   $         --    $        --      $         --
                                                  ------------   ------------    -----------      ------------
EXPENSES:
Exploration costs                                           --      1,454,316         95,316         1,549,632
General and administrative                             831,161        853,214         89,329         2,473,836
Directors fees                                              --        318,940         80,454           399,394
Stock compensation                                          --      5,124,260      1,175,000         6,299,260
                                                  ------------   ------------    -----------      ------------
TOTAL OPERATING EXPENSES                               831,161      7,750,730      1,440,099        10,722,122
Net loss from operations                              (831,161)    (7,750,730)    (1,440,099)      (10,722,122)
Gain on foreign transactions                                           32,783        121,900           154,683
Gain on forgiveness of debt                            617,362             --        402,625         1,019,987
                                                  ------------   ------------    -----------      ------------
                                                       617,362         32,783        524,525         1,174,670
NET LOSS                                          $   (213,799)  $ (7,717,947)   $  (915,574)     $ (9,547,452)
                                                  ============   ============    ===========      ============
NET LOSS PER COMMON SHARE - BASIC AND DILUTED     $      (0.00)  $      (0.07)   $     (0.06)
                                                  ============   ============    ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
   BASIC AND DILUTED                               245,404,763    117,724,427     15,193,532
                                                  ============   ============    ===========
</TABLE>

              See accompanying notes to the financial statements.


                                       F-4

<PAGE>

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

                            STATEMENTS OF CASH FLOWS

              FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

<TABLE>
<CAPTION>
                                                        For the year ended December 31,             Inception
                                                  ------------------------------------------   (March 28, 1995 to
                                                      2005           2004            2003      December 31, 2005)
                                                  ------------   ------------    -----------   ------------------
                                                                                  (Restated)
<S>                                               <C>            <C>             <C>           <C>
CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss from operations                        $(213,799)    $(7,717,947)    $ (915,574)      $(9,547,452)
   Stock compensation                                              5,546,428      1,181,200         6,727,628
   Capital contribution                                   --          68,408             --
   Increase (decrease) is current liabilities
   Increase in accounts payable                      141,635         552,792        (29,290)        1,199,651
   Increase in accrued expenses                       20,022          15,754             --            35,776
                                                   ---------     -----------     ----------       -----------
                                                     (52,142)     (1,534,565)       236,336        (1,584,397)
CASH FLOW FROM FINANCING ACTIVITIES:
   Decrease in due to related party                 (335,916)        335,916       (234,836)               --
   Sale of common stock                              500,000       1,208,304             --         1,708,304
                                                   ---------     -----------     ----------       -----------
                                                     164,084       1,544,220       (234,836)        1,708,304
   Net increase (decrease) in cash                   111,942           9,655          1,500           123,907
   Cash and cash equivalents at beginning of
      period                                          11,155           1,500             --                --
                                                   ---------     -----------     ----------       -----------
   Cash and cash equivalents at end of period      $ 123,097     $    11,155     $    1,500       $   123,907
                                                   =========     ===========     ==========       ===========
   Supplemental disclosure of non cash
      investing & financing activities:
   Cash paid for income taxes                      $      --     $        --     $       --
                                                   =========     ===========     ==========
   Cash paid for interest expense                  $      --     $        --     $       --
                                                   =========     ===========     ==========
   Purchase of mining camp for common stock        $      --     $        --     $   50,000
                                                   =========     ===========     ==========
</TABLE>

              See accompanying notes to the financial statements.


                                       F-5
<PAGE>

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

                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

               For the year ended December 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>
                                                       COMMON STOCK AND
                                                          ADDITIONAL
                                                       PAID-IN CAPITAL        ADDITIONAL
                                                   -----------------------     PAID IN     ACCUMULATED
                                                      SHARES       AMOUNT      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 for the year ended December 31, 2003               --         --             --      (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 services                    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 for the year ended December 31, 2004               --         --                   (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 for the year ended December 31, 2005                                                 (213,799)     (213,799)
                                                   -----------    -------     ----------   -----------   -----------
BALANCE DECEMBER 31, 2005                          295,404,763     59,081      8,801,664    (9,547,452)  $  (686,707)
                                                   ===========    =======     ==========   ===========   ===========
</TABLE>

               See accompanying notes to the 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 is in the process of acquiring mining
claims and property. The financial statements of the Company are prepared in
accordance with generally accepted accounting principles in the United States of
America.

CASH EQUIVALENTS

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

MINING PROPERTIES AND DEFERRED EXPENDITURES

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

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

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 bases of assets and liabilities and their financial reporting amounts at
each year-end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are


                                      F-7

<PAGE>

established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable for the period and the
change during the period of deferred tax assets and liabilities.

STOCK BASED COMPENSATION

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

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

IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets," which supersedes both SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and the accounting and reporting provisions of
Accounting Practice Bulletin ("APB") Opinion No. 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for
the disposal of a segment of a business (as previously defined in that
opinion).This statement establishes the accounting model for long-lived assets
to be disposed of by sale and applies to all long-lived assets, including
discontinued operations. This statement requires those long-lived assets be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or discontinued operations. Therefore,
discontinued operations will no longer be measured at net realizable value or
include amounts for operating losses that have not yet occurred.

SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for recognizing
and measuring impairment losses on long-lived assets held for use and long-lived
assets to be disposed of by sale, while also resolving significant
implementation issues associated with SFAS No. 121. We adopted SFAS No. 144 in
our evaluation of the fair value of certain assets described in Note 3.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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


                                      F-8

<PAGE>

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

FASB Interpretation No. 45 (FIN 45)

In November 2002, the FASB issued FIN 45, which expands previously issued
accounting guidance and disclosure requirements for certain guarantees. FIN 45
requires the Company to recognize an initial liability for the fair value of an
obligation assumed by issuing a guarantee. The provision for initial recognition
and measurement of the liability will be applied on a prospective basis to
guarantees issued or modified after December 31, 2002. The adoption of FIN 45 is
not expected to materially affect the Company's financial statements.

NOTE 3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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. The effect of the restatement is
further documented in Note 11.

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


                                      F-9

<PAGE>

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 US $242,000
and make a cash payment of US $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 make the
payments, therefore the Company retained all its assets.

NOTE 4. MINING PROPERTIES

On June 30, 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 not actual basis in the property and therefore must be recorded
at the par value of the stock) These claims were transferred to the company in
March 2004.

On July 14, 2003 The Company acquired the rights to 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. March 25th, 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 the basis) the camp was transferred to the company in May of 2006.

On November 14, 2003 the company issued for the Lingman Lake 4 patented claims,
12,050,000 common shares to related party and 950,000 common shares to an
unrelated party. The fair value of 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.

In January, 2004 The Company purchased assets known as the Lingman Assets from a
related party for 8,000,000 of common stock valued at $1,600. The shares were
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 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 May, 2006 the United States District of Nevada,
ordered the related party to transfer title of the claims over to the Company.

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.


                                      F-10

<PAGE>

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
agreement was cancelled in 2005. The shares are non-returnable.

NOTE 5. EQUITY

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

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

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

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

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

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

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

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

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

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

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

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

On June 6, 2003, the Company issued 18,000,000 common shares 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)


                                      F-11

<PAGE>

These claims were transferred to the company in March 2004.

On July 14, 2003 The Company acquired the rights to 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 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 the there basis)The camp was transferred to the company in
May of 2006.

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.

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.

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 of approximately $2,600 as the Company is not able to begin
production or substantiate any proven reserves it has fully impaired the value.
(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)

In January, 2004 The Company purchased assets from 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 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 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 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 May, 2006 the United States District of Nevada,
ordered the transfer title of the claims over to the Company.

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.

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 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 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 $115,000. 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 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.

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

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.

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.)

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

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


                                      F-13

<PAGE>

NOTE 6. STOCK-BASED COMPENSATION

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

Risk-free interest rate- 6%
Expected life - 3 years
Expected volatility- 3.294
Dividend yield - 0%

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

NOTE 7. BUSINESS COMBINATION

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

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

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

NOTE 8. DUE TO RELATED PARTY

Represents services performed by a related party on behalf of the Company.

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, 2005.

There was no income tax expense for the years ended December 31, 2005, 2004 and
2003.

The Company's tax expense (benefit) differs from the "expected" tax expense
(benefit) for the years ended December 31, 2005, 2004 and 2003 (computed by
applying the Canadian Corporate tax rate of 38% to loss before taxes), as
follows:

<TABLE>
<CAPTION>
                                                         December 31,
                                            ------------------------------------
                                              2005        2004          2003
                                            --------   -----------   ----------
<S>                                         <C>        <C>           <C>
Computed "expected" tax expense (benefit)   $(81,000)  $(2,932,000)   $(347,000)
Benefit of operating loss carryforwards           --            --           --
                                            --------   -----------    ---------
Valuation allowance                           81,000     2,932,000      347,000
                                            --------   -----------    ---------
                                            $     --   $        --    $      --
                                            ========   ===========    =========
</TABLE>

The effects of temporary differences that gave rise to significant portions of
deferred tax assets and liabilities at December 31, 2005 are as follows:

<TABLE>
<CAPTION>
                                  December 31, 2005
                                  -----------------
<S>                               <C>
Deferred Tax Assets
Current Deferred Tax Assets          $        --
Net operating loss carryforward        3,628,000
                                     -----------
Total gross deferred Tax Assets
Less valuation allowance             $(3,628,000)
                                     -----------
Net deferred tax assets              $        --
</TABLE>

The Company has a net operating loss carryforward of approximately $9,547,000
available to offset future taxable income through 2020.


                                      F-14

<PAGE>

NOTE 11.  RESTATED FINANCIAL STATEMENTS

                                OSPREY GOLD CORP.
                          (FORMERLY INCITATIONS, INC.)
                         (AN EXPLORATION STAGE COMPANY)
                                DECEMBER 31, 2003

                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                         As Filed    Adjustments     Restated
                                                       -----------   -----------   -----------
<S>                                                    <C>           <C>           <C>
                       ASSETS

CURRENT ASSETS
CASH                                                   $     1,157   $       343   $     1,500
                                                       -----------   -----------   -----------
Total current assets                                         1,157           343         1,500
Mining camp                                              7,988,886    (7,938,886)       50,000
TOTAL ASSETS                                           $ 7,990,043   $(7,938,543)  $    51,500
                                                       ===========   ===========   ===========

         LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                       $    41,512        88,089       129,601
Accrued expenses                                                --            --            --
Due to related party                                       109,530      (109,530)           --
                                                       -----------   -----------   -----------
                                                           151,042       (21,441)      129,601

Note payable                                               500,000      (500,000)           --

SHAREHOLDERS' DEFICIT
Common stock, .0002 par value authorized 300,000,000
   shares authorized; 40,044,092, shares issued and
   outstanding                                              13,181        (5,172)        8,009
Additional paid in capital                               9,244,455    (7,714,859)    1,529,596
Accumulated deficit                                     (1,918,635)      302,929    (1,615,706)
                                                       -----------   -----------   -----------
TOTAL SHAREHOLDERS' DEFICIT                              7,339,001    (7,417,102)      (78,101)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT            $ 7,490,043   $(7,438,543)  $    51,500
                                                       ===========   ===========   ===========
</TABLE>


                                      F-15

<PAGE>

NOTE 11.  RESTATED FINANCIAL STATEMENTS (continued)

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

                            STATEMENTS OF OPERATIONS

                      FOR THE YEARS ENDED DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                  As Filed    Adjustments    (Restated)
                                                -----------   -----------   -----------
<S>                                             <C>           <C>           <C>
REVENUES                                        $        --    $      --    $        --
                                                -----------    ---------    -----------
EXPENSES:
Exploration costs                                    37,291       58,025         95,316
Consulting fees                                     405,643     (405,643)
General and administrative                           25,946       63,383         89,329
Professional fees                                    36,308      (36,308)
Travel                                               10,736      (10,736)
Directors fees                                           --       80,454         80,454
Stock compensation                                  571,959      603,041      1,175,000
                                                -----------    ---------    -----------
TOTAL OPERATING EXPENSES                          1,087,883      352,216      1,440,099

Net loss from operations                         (1,087,883)    (352,216)    (1,440,099)

Gain on foreign transactions                       (570,265)     692,165        121,900
Gain on forgiveness of debt                         439,645      (37,020)       402,625
                                                -----------    ---------    -----------
                                                   (130,620)     655,145        524,525
NET LOSS                                        $(1,218,503)   $ 302,929    $  (915,574)
                                                ===========    =========    ===========
NET LOSS PER COMMON SHARE - BASIC AND DILUTED   $     (0.09)   $    0.03    $     (0.06)
                                                ===========    =========    ===========
WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING - BASIC AND DILUTED               13,981,952                  15,193,532
                                                ===========                 ===========
</TABLE>


                                      F-16
<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 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, 2004 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. The effect of the
restatement is further documented in Note 11.

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 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, have evaluated the
effectiveness, as of December 31, 2005, 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, 2005, 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 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, 2005, that has materially affected,


<PAGE>

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 2005 or 2004. For 2005 and
2004, gross revenues were $-0-.

As of Record date October 14, 2005, shareholders of record received a right, but
not an obligation, to purchase 0.65 new Common Shares of the Company for every 1
existing Common Share held, at a price of $0.005 per Common Share issued in
accordance with Rule 144. Amount to be raised is US$250,000 (Minimum) US$500,000
(Maximum). In addition, an over-subscription privilege had been included,
allowing shareholders to subscribe for additional shares not subscribed for by
the other shareholders on a pro rata basis. The rights will be non-transferable
and are not expected to be listed as a separate security. The rights will be
non-tradeable. Fractional shares will be rounded up to the nearest whole number.
The closing of the Rights Offering will take place on November 7, 2005.

The Board of Directors of the Company has approved the rescission of the
Company's rights offering to existing shareholders and has approved a private
placement on the following terms: a total of 50,000,000 to 100,000,000 of the
Company's common stock, par value $.0002, at $0.005 per share for an aggregate
amount of US$250,000 (Minimum) and US$500,000 (Maximum). Such shares will be
offered solely to accredited investors and will be restricted in accord with
Rule 144 promulgated under the Securities Act of 1933, as amended. The Shares
will be offered during the Subscription Period, which shall mean the period
ending on November 21, 2005. The Subscription Period may be extended in the sole
discretion of the Company without notice to subscribers for an additional sixty
(60) day period.

The Private Placement is Non Brokered, no agent or intermediate will receive
commission or fees from the Company.

On November 2, 2005, Osprey Gold Corp. filed a status report with the United
States District Court of Nevada regarding its financing activities. The status
report discloses that in lieu of a rights offering, the Company will conduct a
private placement to raise a minimum of $250,000 and a maximum of $500,000.
Although the status report states that the subscription period began on November
2, 2005 and will close on November 7, 2005, the subscription period has been
extended to November 21, 2005 as previously disclosed in the Company's 8-K filed
on November 4, 2005. The subscription period may be extended in the sole
discretion of the Company without notice to subscribers for an additional sixty
(60) day period.

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.


<PAGE>

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.

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       59    President/Chief Financial
                              Officer/Director
Linda Kent              51    Corporate Secretary & Treasurer/Director
Jean Jacques Treyvaud   68    Director
Peter Hug               56    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.

Peter Hug: Mr. Hug is a Partner in a Toronto, Ontario based private firm that
provides expedited delivery services to Fortune 500 companies. Mr. Hug has an
extensive background in private foreign exchange and precious metals operations
and developed trading lines and program platforms. Mr. Hug also ran for a number
of years a major gold trading precious metals desk in the capacity of Senior
V-P. Mr. Hug has also created one of North America's largest gold and strategic
metal trading desks. Mr. Hug resigned, September 29, 2006.




<PAGE>

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 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, Georges
Benarroch. The Audit Committee did not meet in 2004 or 2005. 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

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation for the fiscal years ended
December 31, 2003 through 2005 (fiscal years) payable/paid to Georges Benarroch
the Company's President/Director, Linda Kent the Company's Corporate Secretary
Treasurer, and the following Directors.

<TABLE>
<CAPTION>
2003                        SALARY       RESTRICTED   ALL OTHER COMPENSATION
NAME                     IN CDN FUNDS   STOCK (4&5)        IN CDN FUNDS
----                     ------------   -----------   ----------------------
<S>                      <C>            <C>           <C>
Gordon Leliever(2)            --          100,000               --
Douglas Budden                --          100,000               --
Gerald Baird                  --          100,000               --
Gerald Colbourne              --          100,000               --
Peter Howe                    --          100,000               --
</TABLE>

<TABLE>
<CAPTION>
                            SALARY       RESTRICTED   ALL OTHER COMPENSATION
2004                     IN CDN FUNDS   STOCK (4&5)        IN CDN FUNDS
----                     ------------   -----------   ----------------------
<S>                      <C>            <C>           <C>
Gordon Leliever(1)         $2,951.88     3,000,000          $ 51,345.57
Douglas Budden                    --     1,145,651          $ 55,680.00
</TABLE>




<PAGE>

<TABLE>
<S>                      <C>            <C>           <C>
Betty North(2)             $6,064.93                        $493,667.43
Georges Benarroch(3)                     4,350,000          $ 11,550.00
Linda Kent                                 100,000          $    700.00
Peter Hug                         --       100,000                   --
Jeans Jacques Treyvaud            --       100,000          $ 13,544.52
</TABLE>

<TABLE>
<CAPTION>
                            SALARY       RESTRICTED   ALL OTHER COMPENSATION
2005                     IN CDN FUNDS   STOCK (4&5)        IN CDN FUNDS
----                     ------------   -----------   ----------------------
<S>                      <C>            <C>           <C>
Gordon Leliever           $14,980.90                        $ 8,685.64
Douglas Budden                    --                        $10,504.41
Betty North               $20,784.70                        $ 1,866.33
Georges Benarroch                 --      100,000           $ 4,860.61
Linda Kent                                100,000           $28,657.66
Peter Hug                         --      100,000                   --
Jeans Jacques Treyvaud            --      100,000           $10,000.00
</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 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

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

<TABLE>
<S>                         <C>
Risk-free interest rate -   6%
Expected life -             3 years
Expected volatility -       3.294
Dividend yield -            0%
</TABLE>

Based on the foregoing option-pricing model, a compensation expense of $465,000
for the options issued has been recorded with a corresponding credit to paid-in
capital. There were no options granted to employees and no grants to key
employees in fiscal years 2004 and 2005.

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


<PAGE>

a pension plan for its employees, officers or directors.

Four directors received 100,000 common shares each for services during fiscal
years 2003. Three directors received 100,000 common shares each 2004 and 2005,
respectively.

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, 2005 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           Boardwalk Creation Ltd (1)                        58,050,000           19.7%
Common           Credifinance Capital Corp. (2)                    57,487,600           19.5%
Common           Finance Research & Development (FRD) Trust(3)     51,488,212           17.4%
</TABLE>

(1)  Boardwalk Creation Ltd. is a privately held Ontario, Canada, Corporation.
     Betty North is the President of Boardwalk Creation Ltd. All Boardwalk
     Creation Ltd. shares were cancelled as per the "Settlement Agreement", July
     17, 2006.

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

(3)  Finance Research & Development (FRD) Trust owns 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/Corporate Secretary Treasurer Director      6,681,806           2.26%
Common           Gordon Leliever/Director                               3,100,000           1.00%
</TABLE>




<PAGE>

<TABLE>
<S>              <C>                                                 <C>             <C>
Common           Georges Benarroch (1)                                 57,587,600             19%
Common           Betty North (2)                                       58,050,000           19.7%
</TABLE>

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

(2)  Betty North is the President of Boardwalk Creation Ltd. Boardwalk Creation
     Ltd. is a privately held Ontario, Canada, Corporation. All Boardwalk
     Creation Ltd. shares were cancelled as per the "Settlement Agreement", July
     17, 2006.

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
consolidated 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>
2003-05-14   1, 5, 6
2004-02-25   4
2004-03-10   2
2004-04-05   4
2004-06-23   5
2004-08-26   8.01
2004-09-03   8.01
2004-09-10   5.01, 9.01
2004-11-12   5.02
2004-11-18   5.02, 5.03, 8.01
</TABLE>




<PAGE>

<TABLE>
<S>          <C>
2004-12-02   8.01, 9.01
2005-01-14   4.02, 8.01
2005-06-21   3.01, 5.01, 5.02
2005-08-17   5.01
2005-10-14   3.03
2005-11-04   8.01
2005-11-08   8.01
2005-11-09   8.01, 9.01
2005-11-30   4.01
2005-12-28   3.02
2005-12-30   3.02
2006-01-19   5.02
2006-02-08   8.01, 9.01
2006-10-05   2.01, 5.02, 8.01, 9.1
</TABLE>

(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




<PAGE>

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 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 years ending December 31, 2005.

(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, 2005 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,
2005 and 2004, respectively 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 and Associates for
tax compliance, tax advice, and tax planning the fiscal years ended March 31,
2006.


<PAGE>

(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 November 29, 2006 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                 December 6, 2006
-------------------------------------   Chief Financial Officer
                                        Director


/s/ Jean Jacques Treyvaud               Director                  December 6, 2006
-------------------------------------
</TABLE>