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

                                 FORM 10-QSB

         (Mark One)

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

         For the quarterly period ended    March 31, 2003
                          --------------------

         [ ]  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)
                    Formerly known as : Incitations, Inc.
                    -------------------------------------

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


 800 North Rainbow Blvd. Suite 308            Las Vegas, Nevada, 89107
-----------------------------------           -------------------------
(Address of principal administrative          (City, State, Zip Code)
              offices)

                               (702) 948-5000
                         -------------------------
                       (Registrants telephone number)


         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   X                  No
             ------                 ------

         As of March 31, 2003, 27,142,325 shares of the issuer's
         common stock, par value $.0002 per share, were outstanding.

       Transitional Small Business Disclosure Format (check one): Yes    No X
                                           ---   ---

<PAGE>                                1





                        Part I. Financial Information



                               INCITATIONS, INC.
                        (A Development Stage Company)

                             FINANCIAL STATEMENTS
                                (U.S. Funds)

                                (Unaudited)

                               MARCH 31, 2003



<PAGE>





                               INCITATIONS, INC.
                        (A Development Stage Company)



                                MARCH 31, 2003


                                  CONTENTS

                                                         PAGE

INTERIM FINANCIAL STATEMENTS

Balance Sheet                                              I

Statements of Operations                                   II

Statement of Stockholders' Equity (Deficit)                III

Statements of Cash Flows                                   IV

Notes to Financial Statements                              V-IX


<PAGE>



                                INCITATIONS, INC.
                         (A Development Stage Company)


                                 BALANCE SHEET
                                  (U.S. Funds)

                                  (Unaudited)

                                     ASSET

                                           March 31        December 31
                                             2003             2002
                                             ----             ----
CURRENT
  Cash                                     $    -          $     -
                                           ---------       ----------



                                  LIABILITIES

CURRENT
  Accounts payable                         $  167,789      $  158,891
Advances from a related company (Note 5)      234,836         234,836
                                           ----------      ----------
                                              402,625         393,727




                              CAPITAL DEFICIENCY

CAPITAL STOCK
  AUTHORIZED
    300,000,000  Common stock at $0.0002 par value

  ISSUED AND OUTSTANDING
    27,142,325   Common stock                  27,834          27,834

  ADDITIONAL PAID-IN CAPITAL                  278,571         278,571

DEFICIT ACCUMULATED DURING
    THE DEVELOPMENT STAGE                    (709,030)       (700,132)
                                           ----------      ----------
                                             (402,625)       (393,727)
                                           ----------      ----------
                                           $    -          $     -



See accompanying notes to financial statements.


<PAGE>





                                INCITATIONS INC.
                          (A Development Stage Company)

                           STATEMENTS OF OPERATIONS
                                 (U.S. Funds)

                                 (Unaudited)

                                                                  From the Date
                                                                   Of Inception
                                                   For the Three      March 28,
                                                   Months Ended        1995 to
                                                    March 31,         March 31,
                                              2002         2002           2003
                                              ----         ----           ----

REVENUE                                   $      -       $     -      $       -


EXPENSES                                     8,898         8,382        709,030
                                          --------       -------      ---------

NET LOSS FROM OPERATIONS                  $ (8,898)      $(8,382)     $(709,030)
                                          --------       -------      ---------

Weighted average number of shares       27,142,325    27,142,325
                                        ==========    ==========

Basic loss per share                      $  (0.00)      $ (0.00)
                                          ========       =======






See accompanying notes to financial statements.


<PAGE>



                               INCITATIONS, INC.
                        (A Development Stage Company)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  (U.S. Funds)

                                  (Unaudited)

                   FOR THE PERIOD FROM THE DATE OF INCEPTION
                       MARCH 28, 1995 TO MARCH 31, 2003


<TABLE>
<CAPTION>
                                                                                           Deficit
                                                                                          Accumulated
                                                                           Additional      During the
                                                       Common Stock         Paid-in       Development
                                                   Shares      Amount       Capital         Stage
                                                   ------      ------       -------         -----
                                                     #            $            $              $
<S>                                               <C>          <C>          <C>             <C>
Inception on March 28, 1995                            -            -            -              -
Common stock issued for cash at $0.0058
  per share                                       1,850,540         -            -              -
Common stock issued for cash at $0.0334
  per share                                       1,862,349         -            -              -
Net loss for the period ended December 31, 1995        -            -            -              -
                                                  ---------     -------     --------         ------

Balance, December 31, 1995                        3,712,889         -            -              -
Net loss for the year ended December 31, 1996          -            -            -           (1,500)
                                                  ---------     -------     --------         ------

Balance, December 31, 1996                        3,712,889         -            -           (1,500)
Net loss for the year ended December 31, 1997          -            -            -             (535)
                                                  ---------     -------     --------         ------
Balance, December 31, 1997                        3,712,889         -            -           (2,035)
Common stock issued for cash at $0.0356
  per share (Note 4)                                421,728         -            -              -
Net loss for the year ended December 31, 1998          -            -            -           (3,035)
                                                  ---------     -------     --------         ------

Balance, December 31, 1998                        4,134,617         -            -           (5,070)
Common stock cancelled (Note 4)                     (28,115)        -            -              -
Common stock cancelled (Notes 3 and 4)           (2,534,615)        -            -              -
Common stock cancelled (Note 4)                    (383,612)        -            -              -
Common stock issued in exchange for all
  issued and outstanding common shares
  of MFCC (Note 3)                               22,500,000      25,000       (2,000)           -
Common stock issued for professional fees
  at $0.02 per share (Note 4)                       775,000         155       15,345            -
Net loss for the year ended December 31, 1999          -            -            -         (429,997)
                                                 ----------     --------    --------       --------

Balance, December 31, 1999                       24,463,275      25,155       13,345       (435,067)
Net loss for the year ended December 31, 2000          -            -            -          (81,301)
                                                 ----------     --------    --------       --------

Balance, December 31, 2000                       24,463,275      25,155       13,345       (516,368)
Conversion of loan payable into
  common stock (Note 4)                           2,679,050       2,679      265,226            -
Net loss for the year ended December 31, 2001          -            -            -          (95,677)
                                                 ----------     --------    --------       --------

Balance, December 31, 2001                       27,142,325      27,834      278,571       (612,045)

Net loss for the year ended December 31, 2002          -             -           -          (88,087)
                                                 ----------     --------    --------       --------

Balance, December 31, 2002                       27,142,325       27,834     278,571       (700,132)

Net loss for the three months ended March
  31, 2003                                             -             -           -           (8,898)
                                                 ----------     --------    --------       --------

Balance, March 31, 2003                          27,142,325       27,834     278,571        709,030
                                                 ----------     --------    --------       --------


</TABLE>

See accompanying notes to financial statements.



<PAGE>

                                INCITATIONS, INC.
                         (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
                                  (U.S. Funds)

                                  (Unaudited)

                                                                  From the Date
                                                                   Of Inception
                                                 For the Three        March 28,
                                                 Months Ended           1995 to
                                                  March 31,           March 31,
                                              2002        2002             2003
                                              ----        ----             ----
CASH FLOWS FROM OPERATING ACTIVITIES
  Loss from operations                       $  (8,898)  $ (8,382)  $ (709,030)
  Increase in accounts payable                   8,898     (2,632)     167.789
  Write-off of investment in shares of stock     -           -         250,000
                                             --------    --------   ----------

                                                 -        (11,014)    (291,241)
                                             --------    --------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Amount paid for the acquisition of
    Cynergy shares                               -           -        (250,000)
  Accounts payable acquired on merger            -           -          (2,000)
                                             --------    --------   ----------
                                                 -           -        (252,000)
                                             --------    --------   ----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Advances from a related company                -         11,014      234,836
  Issuance of common stock                       -           -          40,500
  Increase in loans payable                      -           -         267,905
                                             --------    --------   ----------
                                                 -         11,014      543,241
                                             --------    --------   ----------

DECREASE IN CASH                                 -           -            -

CASH, beginning of period                        -          2,905         -
                                             --------    --------   ----------

CASH, end of period                              -          2,905         -
                                            ========    ========   ==========



SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION
  Interest paid                              $   -       $   -            -
                                             --------    --------   ----------

  Income taxes paid                          $   -       $   -      $     -
                                             --------    --------   ----------
SUPPLEMENTAL DISCLOSURE OF NON-CASH
  FINANCING ACTIVITY
  Issuance of common shares on
    cancellation of debt                     $   -       $   -      $  267,905
                                             ========    ========   ==========


See accompanying notes to financial statements.


<PAGE>


                                INCITATIONS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                  (U.S. Funds)

                                  (Unaudited)

                                MARCH 31, 2003


1.	ORGANIZATION AND DESCRIPTION OF BUSINESS

Incitations, Inc. ("Incitations" 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 and October 3, 2000 to
Web Tech, Inc., Cynergy, Inc., Mercantile Factoring
Credit Online Corp. and to its present name,
respectively.

Prior to the merger in September 1999 (Note 3), 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.

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

(a)	Accounting Method

The Company's financial statements are prepared using the
accrual method of accounting.

(b)	Income Taxes

No provision for income taxes has been made due to the
inactive status of the Company.  The Company has net
operating loss carry-forwards of approximately $491,000,
including Cynergy's net operating loss carry-forward of
$92,000 at the time of merger, which expire up to 2018,
and a capital loss carry forward of $250,000.  The
potential tax benefit of the loss carry-forwards has been
offset in full by a valuation allowance.

(c)     Estimates

The preparation of financial statements in accordance
with generally accepted accounting principles in the
United States of America requires management to make
estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements and the reported amount of revenues and
expenses during the reported period.  These estimates are
reviewed periodically, and, as adjustments become
necessary, they are reported in earnings in the period in
which they become known.

<PAGE>

                                INCITATIONS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                  (U.S. Funds)

                                  (Unaudited)

                                MARCH 31, 2003


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

(d)	Basic Loss per Common Share

Basic loss per common share has been calculated based on
the weighted average number of shares of common stock
outstanding during the period.



3.	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 has been accounted for
in these financial statements as a reverse takeover and
the purchase method of accounting has been applied.
Under reverse takeover accounting, MFCC is considered to
have acquired Incitations with the results of operations
included in these financial statements from the date of
acquisition. MFCC was then merged into the Company.

4.	STOCK TRANSACTIONS

In March 1995, the Company issued 1,850,540 shares of
common stock to individuals at $0.029 per share for cash.

At the end of 1995, the Company completed a public
offering.  A total of 1,862,348 shares of common stock
were issued at $0.0334 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.


<PAGE>



                                INCITATIONS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                  (U.S. Funds)

                                  (Unaudited)

                                MARCH 31, 2003


4.	STOCK TRANSACTIONS (Continued)

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 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 421,728 shares of common stock at $0.0356 per
share.

On September 3, 1999, the Company cancelled 28,115 common
stock 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
2,534,615 and 383,612 common stock, respectively, and
credited the paid-in capital for the original par value.

In accordance with the merger agreement (Note 3), the
Company issued 22,500,000 common shares at $0.001 per
share to the former owner of MFCC in exchange for all
issued and outstanding shares of MFCC.

The Company issued 400,000 and 375,000 common shares at
$0.02 per share in September 1999 as finders' and legal
fees, respectively, in connection with the merger.

On October 3, 2000, the Company effected a 5 for 1 stock
split.  The financial statements reflect the stock splits
on a retroactive basis.


<PAGE>


                                INCITATIONS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                  (U.S. Funds)

                                  (Unaudited)

                                MARCH 31, 2003


4.	STOCK TRANSACTIONS (Continued)

The company issued 2,679,050 common shares at $0.10 per
share on February 15, 2001 in connection with the
cancellation of the financing agreement and conversion of
loan payable.

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.

5.	ADVANCES FROM A RELATED COMPANY

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

6	GOING CONCERN

The Company financial statements are prepared using
generally accepted accounting principles in the United
States of America applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  The
Company has not established revenues sufficient to cover
its operating costs and allow it to continue as a going
concern.

Over the next twelve months, the Company's business plan
is to seek, investigate, and, if warranted, acquire one
or more properties or businesses, and pursue other
related activities intended to enhance shareholder value.
The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and
may encompass assets or a business entity, such as a
corporation, joint venture or partnership.  The Company
does not have significant capital, and it is unlikely
that the Company will be able to take advantage of more
than one such business opportunity.

The Company's operations during the next 12 months will
be limited solely to the seeking of an appropriate merger
or acquisition candidate.  The Company does not intend to
pay any salaries nor incur any expenses other than those
expenses necessary to ensure that the Company remains in
good standing with the State of Nevada and in compliance
with the regulatory requirements of the SEC and other
regulatory bodies.  The majority shareholder of the
Company has orally committed to advance to the Company
whatever funds may be necessary to maintain regulatory
compliance until the Company completes a merger or
acquisition.


7	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.

<PAGE>

                                INCITATIONS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                  (U.S. Funds)

                                  (Unaudited)

                                MARCH 31, 2003


7	RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

(i)	Statement of Financial Accounting Standard No. 146 (SFAS 146)

In July 2002, the FASB issued SFAS 146, which addresses
significant issues regarding the recognition,
measurement, and reporting of costs that are associated
with exit and disposal activities, including
restructuring activities that are currently accounted for
pursuant to the guidance that the Emerging Issues Task
force ("EITF") has set forth in EITF issue No. 94-3,
"Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (Including
Certain Costs Incurred in a Restructuring)."  SFAS 146
revises the accounting for certain lease termination
costs and employee termination benefits, which are
generally recognized in connection with restructuring
activities. The adoption of this Statement is not
expected to have a material effect on the Company's
financial statements.

(ii)	Statement of Financial Accounting Standard No. 148 (SFAS 148)

In December 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and
Disclosure".  SFAS No. 148 amends the transition and
disclosure provisions of SFAS No. 123.  The Company is
currently evaluating SFAS No. 148 to determine if it will
adopt SFAS No. 123 to account for Employee stock options
using the fair value method and, if so, when to begin
transition to that method.

(iiii)	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.

8	SUBSEQUENT EVENT

On April 25, 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.


<PAGE>













ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Company Background
------------------

Incitations, Inc. (the "Company"), a Nevada corporation, had its
principal offices at 1800 McGill College, Suite 2480, Montreal, Quebec, H3A 3J6
Canada. The telephone number was (514) 288-1687. Through March 31, 2003 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 $0, total assets of $0 and
current liabilities of $402,625. The Company's net losses to date are
($709,030).

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 Recission 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.



<PAGE>



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.

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.

Results of Operations
---------------------

The Company remains in the development stage and, since inception, has
experienced significant liquidity problems and has no capital resources or



<PAGE>


stockholder's equity. The Company has current assets in the form of
cash of $0 total assets of $0 and current liabilities of $402,625. The Company
will need additional capital in the next twelve months for any expenditures,
and at present has no source of such capital.

The Company currently has no product research and development that it
will perform over the term of the business plan. There is no current plan
to purchase or sell any significant equipment. The Company currently has no
plans to purchase or sell any significant equipment or to make any significant
changes in the number of employees. (See "Subsequent Event")

There are no arrangements, agreements or understandings between non-
management shareholders and management under which non-management shareholders
may directly or indirectly participate in or influence the management or
affairs of the Company. No shareholders have been approved to fund any
potential advances in the next twelve months nor is there any basis for
believing that shareholder advances would be available in the next twelve
months.

There are no current plans, understandings, agreements, or commitments
with anyone to act as a finder of opportunities for the Company. In the
case that such efforts will ever be undertaken, it is unknown at this time who
if anyone would act as a finder. Such a finder would be engaged or used prior
to or concurrent with acquisition of an opportunity.

During the period from March 28, 1995 through March 31, 2003, the
Company has engaged in no significant operations other than organizational
activities, acquisition of capital, preparation for registration of its
securities under the Exchange Act and preparation for the potential listing
of its securities on the Over-the-Counter Bulletin Board. No revenues were
received by the Company during this period. The Company has incurred
operating expenses since inception of $708,030. The operating expenses for
the nine months ended March 31`, 2003 of $8,898,00 were $532  higher than the
$8,382.00 of operating expenses for the comparable period a year ago. The
increase of operating expenses was primarily due to an decrease in legal and
accounting expenses. The net loss on operations since inception was $(709,030).
The net loss on operations for the six months ended March 31, 2003 was $(532)
compared to a net loss on operations for the comparable period a year ago of
$(64,288). The increase in losses for the nine months ended December 31, 2003
compared to the same period of the prior year is predominantly due to increased
legal and accounting expenses.  Such losses will continue unless revenues and
business can be acquired by the Company. There is no assurance that revenues
or profitability will ever be achieved by the Company.

The Company does not have capital sufficient to meet the Company's
cash needs, including the costs of compliance with the continuing reporting
requirements of the Exchange Act. The Company will have to seek loans or equity



<PAGE>



placements to cover such cash needs.  There is no assurance, however, that
without funds it will ultimately allow the Company to complete a business
combination.


ITEM 3.  CONTROLS AND PROCEDURES.

Within 90 days of the filing of this report, the Principal Executive
and Financial Officer of the Company has evaluated the disclosure controls
and procedures of the Company as defined in Exchange Act Rule 13(a)-14(c)
and has determined that such controls and procedures are adequate and
effective. Since the date of the evaluations, there have been no significant
changes in the Company's internal controls or other factors that could
significantly affect these controls.


PART II.

ITEM 1.    LEGAL PROCEEDINGS.

None.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.  OTHER INFORMATION

 	SUBSEQUENT EVENTS.  On April 22, 2003 the company had a change of
control in its shareholders. Additionally, the company changed its
name to Osprey Gold Corp.  The registrant's new address and phone
numbers is:  800 North Rainbow Blvd.Suite 308, Las Vegas, Nevada,
89107; (702) 948-5000.

	The registrant adopts the 8-K filing of May 14, 2003 as part of
this Section.  The Registrant's new symbol is "OSGL" and became
effective on May 19, 2003.

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

(a)	8-K filed on May 14, 2003.



<PAGE>



Exhibit No.     Exhibit Name/Description
----------------------------------------

99.1            Certification of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350,
                as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

* Incorporated by reference to the exhibits contained in the Company's
Form 10-SB.

(b)      No reports on Form 8-K were filed during the quarter for
which this report is being filed.


<PAGE>



                          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.


                        INCITATIONS, INC.
                        -----------------

Date:     May 20, 2003          By: /s/ Douglas A. Budden
     --------------------------    -----------------------------------
                                   President; Principal Financial Officer



<PAGE>





                          CERTIFICATIONS
                          --------------

I, Douglas A Budden, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Osprey Gold
Corp., formerly known as Incitations, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: May 20, 2003                         /s/ Douglas A. Budden
                                          ----------------------------
                                          Principal Executive and Principal
                                          Accounting Officer



<PAGE>