<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A

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

                  For the quarterly period ended March 31, 2006

                                       OR

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

                          COMMISSION FILE NO. 000-28107

                                OSPREY GOLD CORP.
             (Exact Name of Registrant as Specified in its Charter)

                                       N/A
                (Former issuer name, if changed from last report)

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes         NO   X
                                       -----      -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-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 ended March 31, 2006.

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant on March 31, 2006, was approximately $ 6,799,414.28, based on the
average bid and asked prices on such date of $0.04.

The Registrant had 295,404,763 shares of common stock, .0002 par value per
share, outstanding on March 31, 2006.

<PAGE>
                                EXPLANATORY NOTE

This amendment on form 10-QSB/A amends our Quarterly Report on form 10-QSB for
the fiscal quarter ended March 31, 2006, which was originally filed with the
Securities and Exchange Commission ("SEC") on December 29, 2006. The purpose
of this amendment is to correct a clerical error on the cover sheet which
omitted the following "Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  X   NO     ".
                                                                 -----    ----
<PAGE>

<TABLE>
<S>                                                                          <C>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
        UNAUDITED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2006              3
        UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
        MONTHS ENDED MARCH 31, 2006.                                           4
        UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
        MONTHS ENDED MARCH 31, 2006.                                           5
        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS                   6
ITEM 2. PLAN OF OPERATION                                                     12
ITEM 3. CONTROLS AND PROCEDURES                                               18

PART II
ITEM 1. LEGAL PROCEEDINGS                                                     19
ITEM 2. CHANGES IN SECURITIES                                                 19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                       19
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   19
ITEM 5. OTHER INFORMATION                                                     19
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                      19
SIGNATURES                                                                    20
CERTIFICATIONS                                                                21
</TABLE>


                                        2

<PAGE>

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  MARCH 31, 2006   DECEMBER 31, 2005
                                                                  --------------   -----------------
<S>                                                               <C>              <C>
                             ASSETS
CURRENT ASSETS
Cash                                                               $     5,838        $   123,097
Mining Camp                                                             50,000             50,000
                                                                   -----------        -----------
TOTAL ASSETS                                                       $    55,838        $   173,097
                                                                   ===========        ===========
              LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable                                                   $   248,250        $   824,026
Accrued expenses                                                        67,005             35,778
Due to Related Party                                                    33,461                 --
                                                                   -----------        -----------
                                                                       348,716            859,804

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
Common Stock, .0002 par value authorized 300,000,000
   shares authorized 295,404,763  shares issued and outstanding         59,081             59,081
Additional paid in Capital                                           8,801,664          8,801,664
Accumulated deficit                                                 (9,153,623)        (9,547,452)
                                                                   -----------        -----------
TOTAL SHAREHOLDERS' DEFICIT                                           (292,878)          (686,707)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                        $    55,838        $   173,097
                                                                   ===========        ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                        3

<PAGE>

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

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                        FOR THE PERIOD FROM
                                        FOR THE QUARTER        FOR THE QUARTER      MARCH 28, 1995 (INCEPTION)
                                     ENDED MARCH 31, 2006   ENDED MARCH 31, 2005           TO MARCH 2006
                                     --------------------   --------------------    --------------------------
<S>                                  <C>                    <C>                     <C>
REVENUES                                $         --            $         --               $         --
                                        ------------            ------------               ------------
EXPENSES:
Exploration cost                              14,769                      --                  1,564,401
General and Administrative                   218,401                 312,200                  2,692,237
Directors fees                                    --                      --                    399,394
Stock Compensation                                --                      --                  6,299,260
                                        ------------            ------------               ------------
TOTAL OPERATING EXPENSES                     233,170                 312,200                 10,955,292

NET LOSS FROM OPERATIONS                    (233,170)               (312,200)               (10,955,292)
Gain(loss) of foreign Transactions            (1,584)                                           153,099
Gain of forgiveness of debt                  628,583                 276,977                  1,648,570
                                        ------------            ------------               ------------
                                             626,999                 276,977                  1,801,669
NET INCOME(LOSS)                        $    393,829            $    (35,223)              $ (9,153,623)
                                        ============            ============               ============
WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING-BASIC AND DILUTED         295,404,763             195,404,763
EARNINGS (LOSS) PER COMMON SHARES
   BASIC AND DILUTED                            0.00                    0.00
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                        4

<PAGE>

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

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                         FOR THE PERIOD FROM
                                                         FOR THE QUARTER        FOR THE QUARTER     MARCH 28, 1995 (INCEPTION) TO
                                                      ENDED MARCH 31, 2006   ENDED MARCH 31, 2005           MARCH 31, 2006
                                                      --------------------   --------------------   -----------------------------
<S>                                                   <C>                    <C>                    <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net Income (loss) from operations                       $ 393,829               $ (35,223)                $(9,153,623)
   Stock compensation                                             --                      --                   6,727,628
   Increase(decrease) in current liabilities
      Accounts payable                                      (575,776)                154,571                     623,065
      Accrued expenses                                        31,227                  24,068                      67,003
                                                           ---------               ---------                 -----------
                                                            (150,720)                143,416                  (1,735,927)
CASH FLOW FROM FINANCING ACTIVITIES
   Increase (decrease) in due to related party                33,461                (149,071)                     33,461
   Sale of common stock                                           --                      --                   1,708,304
                                                           ---------               ---------                 -----------
                                                              33,461                (149,071)                  1,741,765
   NET INCREASE (DECREASE) IN CASH                          (117,259)                 (5,655)                      5,838
   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          123,097                  11,155                          --
                                                           ---------               ---------                 -----------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD              $   5,838               $   5,500                 $     5,838
                                                           =========               =========                 ===========

SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING
& FINANCING ACTIVITIES:

  CASH PAID FOR INCOME TAXES                               $       0               $       0
                                                           =========               =========
  CASH PAID FOR INTEREST EXPENSE                           $       0               $       0
                                                           =========               =========


</TABLE>

   The accompanying notes are an integral part of these financial statements


                                        5
<PAGE>

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

BASIS OF ACCOUNTING

The financial statements are prepared using the accrual basis of accounting
where revenues and expenses are recognized in the period in which they were
incurred. The basis of accounting conforms to accounting principles generally
accepted in the United States of America.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM REPORTING

While the information presented in the accompanying interim three months
financial statements is unaudited, it includes all adjustments, which are, in
the opinion of management, necessary to present fairly the financial position,
results of operations and cash flows for the interim periods presented in
accordance with accounting principles generally accepted in the United States of
America. These interim financial statements follow the same accounting policies
and methods of their application as the December 31, 2005 annual financial
statements of Osprey Gold Corp. All adjustments are of a normal recurring
nature. It is suggested that these interim financial statements be read in
conjunction with the Company's December 31, 2005 annual financial statements.

Operating results for the three months ended March 31, 2006 are not necessarily
indicative of the results that can be expected for the year ended December 31,
2006.

GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred a
net loss since inception of $9,153,623. This condition creates an uncertainty as
to the Company's ability to continue as a going concern. For Information on
Management's Plans see Item 2.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the date of these financials statements,
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


                                       6

<PAGE>

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 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 SFAS 123(R). The application of SFAS 123(R) results in
compensation expense being recorded in these

financial statements. Applying SFAS 123(R) 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.


                                       7

<PAGE>

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 3. 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 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 2) 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 on
that 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 a related party and 950,000 common shares to an
unrelated party. For the fair value of approximately $2,600. (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) 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 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 not 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


                                       8

<PAGE>

NOTE 3. MINING PROPERTIES (CONTINUED)

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 not 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.

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 4. EQUITY

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

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

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

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

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

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


                                       9

<PAGE>

NOTE 4. EQUITY (CONTINUED)

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 not 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 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 2 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 that 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 to a related party and 950,000 shares to an unrelated party. For a
fair value of approximately $2,600. (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) 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 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 not 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.


                                       10

<PAGE>

NOTE 4. EQUITY-(CONTINUED)

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 not actual basis in the
property and therefore must be recorded at the par value of the stock) As the
Company is not able to begun 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 related party to 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.

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 units consist of one share of
common stock and one $.25 warrant expiring in September 2006.


                                       11

<PAGE>

NOTE 4. EQUITY-(CONTINUED)

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.

NOTE 5. SUBSEQUENT EVENTS

The action initiated by the Leliever Group against Counterclaimants, the
Benarroch Group was dismissed by the United States District Court, District of
Nevada on July 26th, 2006 pursuant to the Settlement Agreement and Mutual
Release between the parties executed on July 17th, 2006 (the "Settlement").
Further, the Leliever Group was found in contempt by the United States District
Court, District of Nevada. The Settlement called for control of Osprey to remain
with the Benarroch Group. In addition, part of the Leliever Group was required
to surrender all of its shares of Osprey, totaling 61,150,000 shares of which
3,100,000 shares were owned by Gordon Leliever and 58,050,000 shares were owned
by Boardwalk Creations Ltd. Furthermore, on or before August 16, 2006, the
Leliever Group was required to satisfy all of the outstanding liabilities of
Osprey totaling, but not limited to, approximately 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. 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.

ITEM 2. PLAN OF OPERATION

During 2004 and 2005, the Company dedicated most of its human and financial
resources to maintaining its mining assets in good standing and to resolve legal
issues. In 2006, the Company completed the sale of some of its mining properties
(see Note 5) 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 fourth 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.


                                       12

<PAGE>

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

CERTAIN BUSINESS RISK FACTORS

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

FORWARD-LOOKING NATURE OF RESERVE AND MINERALIZATION ESTIMATES

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

GEOLOGIC UNCERTAINTY AND INHERENT VARIABILITY

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

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

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

the identification of potential gold mineralization based on superficial
analysis;

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

the capital available for exploration and development.

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

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


                                       13

<PAGE>

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

FUEL PRICE VARIABILITY

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

VARIATIONS IN MINING AND PROCESSING PARAMETERS

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

CHANGES IN ENVIRONMENTAL AND MINING LAWS AND REGULATIONS

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

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

WE HAVE YET TO ESTABLISH ANY HISTORY OF PROFITABLE OPERATIONS. We expect that
our revenues will not be sufficient to sustain our operations for the
foreseeable future. Our profitability will require the successful
commercialization of our gold mines. No assurances can be given that we will be
able to successfully commercialize our gold mines or that we will ever be
profitable.

Our independent auditors have added an explanatory paragraph to their audit
opinion issued in connection with the financial statements for the years ended
December 31, 2005. In the event that we do not obtain additional funding, we
will be forced to curtail or cease our operations. Our ability to obtain
additional funding will determine our ability to continue as a going concern.
Our financial statements do not include any adjustments that might result from
the outcome of this uncertainty. 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 $5,838, total assets of $55,838 and
current liabilities of $348,716. The Company's net losses to date are
$9,153,623.

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


                                       14

<PAGE>

CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL FUNDING.

The report of our independent accountants on our December 31, 2005 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.

THE DEVELOPMENT AND OPERATION OF OUR MINING PROJECTS INVOLVE NUMEROUS
UNCERTAINTIES

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

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

estimation of reserves

anticipated metallurgical recoveries;

future gold prices; and

anticipated capital and operating costs of such projects.

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

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

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

     -    unanticipated adverse geotechnical conditions;

     -    incorrect data on which engineering assumptions are made;

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

     -    availability and cost of processing and refining facilities;

     -    availability of economic sources of power;

     -    adequacy of water supply;

     -    adequate access to the site;

     -    unanticipated transportation costs;

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

     -    fluctuation in gold prices; and

     -    accidents, labor actions and FORCE MAJEURE events.

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


                                       15

<PAGE>

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

We are dependent on the services of certain key executives, including Georges
Benarroch, President and Director, and Linda Kent, Corporate Secretary. The loss
of any of these individuals could have a material adverse effect on our business
and operations. We currently do not have key person insurance on these
individuals.

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

The market price of our common stock has been and is expected to continue to be
highly volatile. Factors, including regulatory matters, concerns about our
financial condition, operating results, litigation, government regulation,
developments or disputes relating to agreements, title to our properties or
proprietary rights, may have a significant impact on the market price of our
stock. The range of the high and low bid prices of our common stock over the
last 3 years has been between $2.50 (high) and $0.017 (low). In addition,
potential dilutive effects of future sales of shares of common stock by
shareholders and by the company, and subsequent sale of common stock by the
holders of warrants and options could have an adverse effect on the price of our
securities, which could hinder our ability to raise additional capital to fully
implement our business, operating and development plans.

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

Broker-dealer practices in connection with transactions in "penny stocks" are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock the broker-dealers make a special
written determination that the penny stock is a suitable investment for the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rule. Our securities
will be subject to the penny stock rules, and investors may find it more
difficult to sell their securities.

OWNERSHIP OF OUR SHARES IS CONCENTRATED, TO SOME EXTENT, IN THE HANDS OF A FEW
INVESTORS, WHICH COULD LIMIT THE ABILITY OF OUR OTHER STOCKHOLDERS TO INFLUENCE
THE DIRECTION OF THE COMPANY:

Credifinance Capital Corp. owned approximately 28.6% of our common stock;
Finance Research & Development (FRD) Trust owned approximately 21.87% as of
October 31, 2006. Accordingly, they collectively may have the ability to
significantly influence or determine the election of all of our directors or the
outcome of most corporate actions requiring stockholder approval. They may
exercise this ability in a manner that advances their best interests and not
necessarily those of our other stockholders.


                                       16

<PAGE>

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make a wide variety of estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting periods covered by the financial statements. Our management routinely
makes judgments and estimates about the effect of matters that are inherently
uncertain.

As the number of variables and assumptions affecting the future resolution of
the uncertainties increases, these judgments become even more subjective and
complex. We have identified certain accounting policies that are most important
to the portrayal of our current financial condition and results of operations.
Our significant accounting policies are disclosed in Notes to Financial
Statements. Several of those critical accounting policies are as follows:

DEPRECIATION AND DEPLETION.

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

IMPAIRMENT OF LONG-LIVE ASSETS.

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

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

ENVIRONMENT MATTERS

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

Future closure, reclamation and environment related expenditures are difficult
to estimate in many circumstances due to the early stages of investigation,
uncertainties associated with defining the nature and extent of environmental
contamination, the uncertainties relating to


                                       17

<PAGE>

specific reclamation and remediation methods and costs, application and changing
of environmental laws, regulations and interpretations by regulatory authorities
and the possible participation of other potentially responsible parties. It is
reasonably possible the ultimate cost of remediation could change in the future
and that changes to these estimates could have a material effect on future
operating results as new information becomes known.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2006

The Registrant conducted no actual mining operation during the quarter ended
March 31, 2006. The Registrant concentrated its business efforts restaking its
existing mining claims acquired, as set forth herein. As such, it had no
revenues as described in the financial statements, attached hereto.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2006, we had $5,838 in cash. We anticipate total expenditures
for year 2006 for general and administrative expenses to be approximately
$300,000 and at this time are unable to estimate what our costs of operations
expenses may be. We are still not able to estimate the cost of the ongoing
litigation. The amount spent for this expense will be directly affected by our
capital raising ability.

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

As of March 31, 2006, the Company had current assets of $5,836 compared to
current liabilities of $348,716 resulting in a working capital deficit of
$342,880.

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

ITEM 3. DISCLOSURE 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, or is reasonably
likely to materially effect, our internal control over financial reporting.


                                       18

<PAGE>

PART II

ITEM 1. LEGAL PROCEEDINGS

There have been no changes since the filing of our Form 10-KSB for December
31st, 2005.

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

There have been no changes since the filing of our Form 10-KSB for December
31st, 2005.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

There have been no changes since the filing of our Form 10-KSB for December
31st, 2005.


                                       19

<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 December 19, 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 20, 2006
----------------------------------   Chief Financial Officer
                                     Director


/s/ Jean Jacques Treyvaud            Director                  December 20, 2006
----------------------------------
</TABLE>


                                       20