# U.S.
               SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

FORM 10-QSB/A

(Mark One)

| | |X| | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
| | --- | ---------------------------------------------------------------------------------

For the quarterly
period ended September 30, 2004

| | |_| | Transition
report under Section 13 or 15(d) of the Exchange Act
| | --- | ---------------------------------------------------------------

For the transition
period from ___________ to ______________

Commission file number
000-28107

OSPREY GOLD CORP.(Exact Name of Small Business Issuer as Specified in Its Charter)

|NEVADA                                                           | 88-0335710                          
|---------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of 
 Incorporation or Organization) | (I.R.S. Employer
Identification No.)

|210 Broadway, Suite
208, Orangeville, Ontario, Canada | L9W 5G4   
|----------------------------------------------------- | ----------
|(Address of Principal Executive Offices)              | (Zip Code)

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

Check whether the issuer; (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.           Yes |_| No |X|

As of August 19, 2004,
160,346,155 shares of the issuers common stock, par value $.0002 per share, were
outstanding.

Transitional Small
Business Disclosure Format (check one): Yes   NoX

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) BALANCE SHEETS

|ASSETS                                       | SEPTEMBER 30, 2004
(Unaudited) | December 31,2003
|-------------------------------------------- | ------------------------------ | ----------------
|Current Assets                               |                                |                 
|Cash                                         |                                |                 
|                                             |                                |                 
|Prepaid expenses                             |                                |                 
|                                             |                                |                 
|Total current assets                         |                                |                 
|                                             |                                |                 
|                                             |                                |                 
|Mining Properties                            |                                |                 
|                                             |                                |                 
|Total assets                                 |                                |                 
|                                             |                                |                 
|                                             |                                |                 
|LIABILITIES AND STOCKHOLDERS' DEFICIT        |                                |                 
|Current Liabilities                          |                                |                 
|Accounts payable and accrued liabilities     |                                |                 
|Advances from related parties                |                                |                 
|                                             |                                |                 
|Total current liabilities                    |                                |                 
|Note payable                                 |                                |                 
|                                             |                                |                 
|Total liabilities                            |                                |                 
|                                             |                                |                 
|Stockholders' Equity                         |                                |                 
|Common stock - authorized 300,000,000 shares |                                |                 
|Issued 179,900,834 (2003- 24,544,092)        |                                |                 
|Contributed surplus                          |                                |                 
|Development stage accumulated deficit        |                                |                 
|                                             |                                |                 
|Total stockholders' equity                   |                                |                 
|                                             |                                |                 
|                                             |                                |                 
|                                             |                                |                 

See accompanying notes
to financial statements.

F-1

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) STATEMENTS OF
OPERATIONS

|                                       | Three months ended September
30, | Nine months ended
September 30, | March 28, 1995
to
September 30, |            |  
|-------------------------------------- | -------------------------------- | ------------------------------- | ------------------------------- | ---------- | -
|
|
|Revenues                               |                                  |                                 |                                 | --         |  
|                                       |                                  |                                 |                                 |            |  
|Costs and expenses:                    |                                  |                                
|Compensation expense                   |                                  |                                 |                                 | --         |  
|Consulting  and management fees        |                                  |                                 |                                 | 410,994    |  
|Exploration and property investigation |                                  |                                 |                                 | 450,706    |  
|Foreign currency (gain) loss           |                                  |                                 |                                 | 8,521      |  
|General and administrative             |                                  |                                 |                                 | 116,282    |  
|Professional fees                      |                                  |                                 |                                 | 36,171     |  
|Travel                                 |                                  |                                 |                                 | 21,728     |  
|                                       |                                  |                                 |                                 |            |  
|Loss from operations                   |                                  |                                 |                                 | (1,044,402 | )
|                                       |                                  |                                 |                                 |            |  
|Other income (expense)                 |                                  |                                
|Forgiveness of debt                    |                                  |                                 |                                 | --         |  
|                                       |                                  |                                 |                                 |            |  
|Net (loss)                             |                                  |                                 |                                 | (1,044,402 | )
|                                       |                                  |                                 |                                 |            |  

|                                                  | 
|------------------------------------------------- | 
|Weighted average number of shares                 | 
|                                                  | 
|Basic and fully diluted earnings [loss] per share | 
|                                                  | 

See accompanying notes
to financial statements.

F-2

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) STATEMENT OF CHANGES
IN STOCKHOLDERS EQUITY For the Nine months
ended September 30, 2004 and September 30, 2003

|                                                    | Common stock
Number of shares Amount | Additional
Paid in
Capital | Accumulated Deficit |            
|--------------------------------------------------- | ------------------------------------ | -------------------------- | ------------------- | -----------
|
|Balance December 31, 2003                           |                                      |                            |                     | 38,044,092 
|Net loss for the period                             |                                      |                            |                     | --         
|Adjustment to contributed surplus                   |                                      |                            |                     | --         
|Cost of issuing shares                              |                                      |                            |                     | --         
|Common stock issued for services                    |                                      |                            |                     | 27,372,742 
|Common stock issued for mining assets               |                                      |                            |                     | 106,030,000
|Common  stock issued for cash                       |                                      |                            |                     | 8,454,000  
|                                                    |                                      |                            |                     |            
|Balance September 30, 2004                          |                                      |                            |                     | 179,900,834
|                                                    |                                      |                            |                     |            
|Balance December 31, 2002                           |                                      |                            |                     | 542,847    
|Additional shares issued due to reverse stock split |                                      |                            |                     | 1,245      
|Common stock issued for mining claims $ 0.013 per   |                                      |                            |                     | 18,000,000 
|share                                               |                                      |                           
|Common stock issued for services                    |                                      |                            |                     | 6,000,000  
|Net  income (loss) for the period                   |                                      |                            |                     | --         
|                                                    |                                      |                            |                     |            
|Balance September 30, 2003                          |                                      |                            |                     | 24,544,092 
|                                                    |                                      |                            |                     |            

See accompanying notes
to financial statements.

F-3

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) STATEMENT OF CASH FLOW

|                                         | Three months ended September 30, | Nine months ended
September 30, | Inception
March 28, 1995 to
September 30,2004 |            |  
|---------------------------------------- | -------------------------------- | ------------------------------- | --------------------------------------------- | ---------- | -
|
|
|Cash flows from operating activities:    |                                  |                                 |                                               |            |  
|Net (loss) income                        |                                  |                                 |                                               | (1,044,402 | )
|Cost of share issued                     |                                  |                                 |                                               | (15,750    | )
|Change in foreign exchange               |                                  |                                 |                                               | (13,750    | )
|Increase in prepaid expenses             |                                  |                                 |                                               | (892       | )
|Increase (decrease) in current           |                                  |                                
|liabilities                              |                                  |                                
|Accounts payable and accrued liabilities |                                  |                                 |                                               | 45,947     |  
|Advances from related parties            |                                  |                                 |                                               | 51,946     |  
|Forgiveness of debt                      |                                  |                                 |                                               | --         |  
|                                         |                                  |                                 |                                               |            |  
|Cash used in operating activities        |                                  |                                 |                                               | (976,901   | )
|                                         |                                  |                                 |                                               |            |  
|Cash flows from investing activities:    |                                  |                                
|Purchase of mining properties            |                                  |                                 |                                               | (46,689    | )
|(Purchase) disposal of Capital assets    |                                  |                                 |                                               | 9,889      |  
|                                         |                                  |                                 |                                               |            |  
|Cash used in investing activities        |                                  |                                 |                                               | (36,800    | )
|                                         |                                  |                                 |                                               |            |  
|Cash flows from financing activities:    |                                  |                                
|Notes and loans from stockholders        |                                  |                                 |                                               | --         |  
|Adjustment to contributed surplus        |                                  |                                 |                                               | --         |  
|Issuance of common stock                 |                                  |                                 |                                               | 2,248      |  
|Increase in additional capital           |                                  |                                 |                                               | 955,270    |  
|                                         |                                  |                                 |                                               |            |  
|Cash provided by financing activities    |                                  |                                 |                                               | 957,518    |  
|                                         |                                  |                                 |                                               |            |  
|Net increase (decrease) in cash          |                                  |                                 |                                               | (56,183    | )
|Cash, beginning of period                |                                  |                                 |                                               | 62,623     |  
|                                         |                                  |                                 |                                               |            |  
|Cash, end of period                      |                                  |                                 |                                               | 6,440      |  
|                                         |                                  |                                 |                                               |            |  

See accompanying notes
to financial statements.

F-4

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) NOTES TO INTERIM
FINANCIAL STATEMENTS

# 1. Organization and
Summary of Significant Accounting Policies

# Reporting Entity

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

# 2. Summary of
Significant Accounting Policies

# Cash Equivalents

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

# Mining Properties and
Deferred Expenditures

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

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

F-5

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) NOTES TO INTERIM
FINANCIAL STATEMENTS

# SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES-cont

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

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

# Foreign Currency
Translation

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

F-6

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) NOTES TO INTERIM
FINANCIAL STATEMENTS

# SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES-cont

# Income Taxes

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

Stock Based Compensation

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

# Loss Per Common Share

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

F-7

# OSPREY GOLD CORP.(A
DEVELOPMENT STAGE ENTERPRISE) (formerly INCITATIONS,
INC.) NOTES TO INTERIM
FINANCIAL STATEMENTS

# 3. Mining Properties

| | During
the period the Company acquired additional mining assets located in the Lingman Lake area.
The Company acquired the Watershed-Gogama Gold Camp, a facility to house and administer
the Companys mining operations from a shareholder. The acquisition was valued at
$1,500,000 and was paid for by the issuance of 2,000,000 common shares and the execution
of a demand note payable for $500,000.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 4. 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.  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.

# 5.  Notes and Loans due Stockholders

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

# 6. Recent Accounting
Pronouncements

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

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

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

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

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

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

F-8

# MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion is intended
to provide an analysis of our financial condition and should be read in conjunction with
our financial statements at September 30, 2004 included herein and our financial statements at
December 31, 2003 included in Form 10-KSB and the notes thereto. The matters discussed in
this section that are not historical or current facts deal with potential future
circumstances and developments. Such forward-looking statements include, but are not
limited to, the development plans for our growth, trends in the results of our
development, anticipated development plans, operating expenses and our anticipated capital
requirements and capital resources. Our actual results could differ materially from the
results discussed in the forward-looking statements.

Company Background

Osprey Gold Corp. (the "Company"), a Nevada corporation, has its principal offices at 210 Broadway, Suite
208, Orangeville, Ontario L9W 5G4 Canada. The telephone number is (514) 940-8117.
Through September 30, 2004 the Company has generated no revenues from operations. The
Companys auditors have expressed doubt about the Companys ability to continue
as a going concern. The Company has current assets in the form of cash of $6,440,
total assets of $14,168,111 and current liabilities of $357,997. The
Companys net losses to date are $1,044,402.00.

The Company was incorporated in March
1995 under the name of Truco, Inc. and was to engage in the business of manufacturing,
selling and marketing a product described as the Belt Wallet. However, soon
thereafter the Company elected not to proceed with its intended business objective of
marketing and selling the Belt Wallet but instead elected to change its focus
to the area of developing proprietary technology and services using smart and remote
memory cards and wireless and land-line networks in the fields of commerce, publishing,
and network-based systems. The Company entered into a licensing agreement for the
exclusive right to market and manufacture a technology known as the ARCard,
ARCommerce Reader, ARCinternet Computer, and its application programming bundled
together as the ARCommerce Kit as a way of doing business over the Internet.
On March 22, 1996, the Company changed its name to Web Tech Incorporated.

Subsequently, on November 30, 1996,
in an effort to diversify its product and manufacturing base, the Company acquired all the
issued and outstanding shares of Geo-Ram, Inc., a Texas corporation, by issuing 6,000,000
shares of the Companys common stock to the shareholders of Geo-Ram, Inc. Geo-Ram,
Inc. was in the business of manufacturing geophysical equipment which included a new drill
bit, the Duckbill Bit, designed to implant explosive charges and geophones for
seismic surveys in harsh and environmentally fragile geographic areas known as transition
zones. On March 18, 1997, the Company changed its name to Cynergy, Inc.

However, the Company was neither able
to (1) successfully develop and market the ARCommerce Kit, or (2) provide any
further funding for the growth and development of the geophysical equipment business.
Consequently, the Company did not continue its licensing of the ARCommerce Kit
and further, 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
6,000,000 shares that the Company issued in connection with the November 30, 1996
acquisition.

-1-

On September 22, 1999, the Company
(1) entered into an Agreement and Plan of Merger with Mercantile Factoring & Credit
Corp. (formerly known as Advanced Medical Technologies Research Corp.), a Nevada
corporation (the Merger), (2) changed its name to Mercantile Factoring
Credit Online Corp. (MFCO), (3) effected a reverse stock split of the
Companys issued and outstanding shares of common stock on a basis of one new share
for every 17.784 old shares, and (4) elected four new directors to the Companys
board of directors (the Board). The Merger became effective upon the filing of
the Articles of Merger on September 29, 1999.

In February 2000, the Company
determined that the then intended business of MFCO (to provide an Internet web-site where
(1) borrowers could post their offers to borrow money secured by pledged collateral
(primarily accounts receivable and real estate), and (2) lenders could competitively bid
to supply the money, with the competition being in the form of the amount of money the
lender was willing to lend and the interest rate at which the lender was willing to supply
the money), would be difficult to initiate. Further, the Company determined that in certain countries in which the
Company had intended to offer its services, the costs of complying with banking laws and
regulations would be prohibitive. The Company therefore decided to seek to enter into
another business.

In October 2000, the Company
contemplated changing its business strategy so as to design, manufacture, market, and sell
over the Internet womens intimate apparel. In connection with such business strategy
shift, the Company changed its name to Incitations, Inc. As a result of the downturn in
the marketplace at the end of 2000 and the beginning of 2001, the Board elected not to
proceed with its then intended business objective.

On April 25, 2003 the Articles of
the Company were amended changing the name of the Company to Osprey Gold Corp.

It is the view of the Staff of the
Securities and Exchange Commission (the Staff) that, both before and after the
business combination or transaction with an operating entity or other person, the
promoters or affiliates of blank check companies, as well as their transferees, are
underwriters of the securities issued. It is also the view of the Staff that
securities issued by a blank check company can only be resold through registration under
the Securities Act of 1933, as amended (the Act), unless there is an
applicable exemption. Further, it is the view of the Staff that the shares owned by
affiliates or transferees of affiliates of the Company may not be sold pursuant to Rule
144.

CURRENT OVERVIEW

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

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

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

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

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

-2-

ITEM 6.    EXHIBITS AND
REPORTS ON FORM 8 - K.

(a) Exhibits

Exhibit No. Exhibit
Name/Description

| | 31.1 | Certification by the
Principal Executive Officer andPrincipal Accounting Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification
of Principal Executive Officer and Principal                   Accounting Officer
pursuant to Section 906 of the  Sarbanes-Oxley                       Act of 2002
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SIGNATURES

In accordance with the requirements
of the Exchange Act, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

|Date:     December 1, 2004 |  | OSPREY GOLD CORP.BY: /S/ Gordon Leliever
Gordon LelieverPresident; PrincipalFinancial Officer
|-------------------------- |  | -----------------------------------------------------------------------------------------------------------