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 June 30, 2004
                                                 -------------

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

          For the transition period from ___________ to ______________

                        Commission file number 000-28107
                              ---------------------

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

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

4 Princess Street, Orangeville, Ontario, Canada          L9W 3X5
 ------------------------------------------              -------
  (Address of Principal Executive Offices)              (Zip Code)

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

Check whether the issuer; (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes |_|   No |X|
                                  ------  ------

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

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

                          Part I. Financial Information
                                OSPREY GOLD CORP.
                          (formerly) Incitations, Inc.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                                  (U.S. Funds)
                                   (Unaudited)

                                  Jun 30, 2004

<PAGE>

                                OSPREY GOLD CORP.
                          (FORMERLY INCITATIONS, INC.)
                          (A Development Stage Company)


                                    CONTENTS


                                                       PAGE
INTERIM FINANCIAL STATEMENTS

Balance Sheet                                            I

Statement of Operations                                  II

Statement of Stockholders' Equity (Deficit)              III

Statement of Cash Flows                                  IV

Notes to Financial Statements                           V - X

<PAGE>


                   Microsoft Word 10.0.2627;OSPREY GOLD CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          (formerly INCITATIONS, INC.)
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                   June 30, 2004      December 31,
         ASSETS                                      (Unaudited)         2003
-----------------------------------------------------------------------------------
<S>                                                <C>                 <C>
Current Assets
   Cash                                            $     62,623        $      1,157
   Prepaid expenses                                       5,205                  --
-----------------------------------------------------------------------------------
Total current assets                                     67,828               1,157
-----------------------------------------------------------------------------------
Automobile                                                9,889                  --
Mining Properties                                    14,109,390           7,988,886
-----------------------------------------------------------------------------------
Total assets                                       $ 14,187,107        $  7,990,043
-----------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities           $     52,546        $     41,512
Advances from related parties                           207,558             109,530
Total current liabilities                               260,104             151,042
Note payable                                            500,000             500,000
-----------------------------------------------------------------------------------
Total liabilities                                       760,104             651,042
-----------------------------------------------------------------------------------

Stockholders' Equity
Common stock - authorized 300,000,000 shares
Issued 104,084,092 (2003- 38,044,092)                    58,212              13,181
Contributed surplus                                  19,627,630           9,244,455
Development stage accumulated deficit                (6,258,839)         (1,918,635)
-----------------------------------------------------------------------------------
Total stockholders' equity                           13,427,003           7,339,001
-----------------------------------------------------------------------------------
                                                   $ 14,187,107        $  7,990,043
-----------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.


<PAGE>


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


<TABLE>
<CAPTION>
                                                                                                                       Inception
                                                                                        Six months ended             March 28, 1995
                                                  Three months ended June 30,                 June 30,                     to
                                                   2004               2003          2004                 2003          June 30,2004
                                                             $                                   $                           $
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>             <C>                 <C>                 <C>
Revenues                                              --               --                --                --                   --
------------------------------------------------------------------------------------------------------------------------------------
Costs and expenses:
Compensation expense                                  --                                                                    571,959
Consulting fees                                3,470,000                          3,497,000                --             3,902,643
Exploration and property investigation           198,554                            260,907                --               198,554
Foreign currency (gain) loss                        (563)                              (949)               --               576,210
General and administrative                       214,484          256,584           267,027           265,482               310,911
Professional fees                                 41,300                             57,022                                 163,475
Travel                                             9,134                              9,134                                  19,870
------------------------------------------------------------------------------------------------------------------------------------
Loss from operations                          (3,932,909)        (256,584)       (4,090,141)         (265,482)           (5,743,622)
------------------------------------------------------------------------------------------------------------------------------------

Other income (expense)
Forgiveness of debt                                   --          402,625                --           402,625                   --

------------------------------------------------------------------------------------------------------------------------------------
Net income ( loss)                            (3,932,909)         146,041        (4,090,141)          137,143            (5,743,622)
------------------------------------------------------------------------------------------------------------------------------------

Weighted average number of shares                    50,058,259
------------------------------------------------------------------------------------------------------------------------------------
Basic and fully diluted earnings per share          $    (0.113)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.


<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                 Additional
                                                                        Common stock               Paid in
                                                                    Number of shares Amount        Capital       Accumulated Deficit
                                                                   #                 $                   $                  $
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                    <C>           <C>               <C>
Balance December 31, 2003                                      38,044,092            13,181         9,244,455        (1,918,635)
Net loss for the period                                                --                --                --        (4,090,141)
Adjustment to contributed surplus                                      --            31,747           218,316          (250,063)
Common stock issued for services                                8,200,000             1,640         4,172,859                --
Common stock issued for mining assets                          57,840,000            11,644         5,992,000                --
------------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2004                                        104,084,092            58,212        19,627,630        (6,258,839)
------------------------------------------------------------------------------------------------------------------------------------

Balance December 31, 2002                                         542,847             5,428           300,977          (700,132)
Additional shares issued due to reverse stock split                 1,245                 1
Common stock issued for mining claims set $ 0.013 per          18,000,000             3,600           115,078                --
share
Net  income (loss) for the period                                      --                --                --           137,143
------------------------------------------------------------------------------------------------------------------------------------
Balance June 30, 2004                                          18,544,092             9,029           416,055          (562,989)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statement.


<PAGE>


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

<TABLE>
<CAPTION>
                                                       Six months ended                                               Inception
                                                    Three months ended June 30,                   June 30,        March 28, 1995 to
                                                    2004                 2003              2004             2003    June 30,2004
                                                                  $                                    $                 $
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                <C>          <C>                <C>          <C>
Cash flows from operating activities:
Net (loss) income                                  (3,932,909)        146,041      (4,090,141)        137,143      (5,396,730)
Increase in prepaid expenses                           (5,205)             --          (5,205)             --          (5,205)
Increase (decrease) in current
liabilities
Accounts payable and accrued liabilities              (33,190)         10,195          11,034          19,093         (41,294)
Advances from related parties                             396              --          98,028              --          (1,942)
Forgiveness of debt                                        --        (402,625)             --        (402,625)             --
------------------------------------------------------------------------------------------------------------------------------------
  Cash used in operating activities                (3,970,908)        246,389      (3,986,284)        246,389      (5,445,171)
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
Purchase of mining properties                        (120,504)       (230,767)     (6,120,504)       (230,767)    (14,111,691)
Purchase of automobile                                 (9,889)             --          (9,889)             --          (9,889)
------------------------------------------------------------------------------------------------------------------------------------
Cash used in investing activities                    (130,393)       (230,767)     (6,130,393)       (230,767)    (14,121,580)
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
Notes and loans from stockholders                          --          15,663              --          15,663         500,000
Adjustment to contributed surplus                          --              --        (250,063)             --        (250,063)
Issuance of common stock                                5,259              --          45,031              --          52,784
Increase in additional capital                      4,157,884              --      10,383,715              --      19,326,653
------------------------------------------------------------------------------------------------------------------------------------
Cash provided by financing activities               4,163,143          15,663      10,178,143          15,663      19,629,374
------------------------------------------------------------------------------------------------------------------------------------

Net increase in cash                                   61,842              41          61,466              41          62,623

Cash, beginning of period                                 781              --           1,157              --              --
------------------------------------------------------------------------------------------------------------------------------------

Cash, end of period                                    62,623              41          62,623              41          62,623
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to financial statements.


<PAGE>

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


1. Organization and Summary of Significant Accounting Policies

Reporting Entity

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

2. Summary of Significant Accounting Policies

Cash Equivalents

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

Mining Properties and Deferred Expenditures

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

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


<PAGE>

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-con't

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

The recoverability of the amounts capitalized in respect of non producing mining
properties is 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.


<PAGE>

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


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-con't

Income Taxes

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

Stock Based Compensation

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

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


<PAGE>

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

3.  Mining Properties

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

4. Stock Based Compensation

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

Risk-free interest rate

- 6%

Expected life

- 3 years

Expected volatility

- 3.294

Dividend yield

- 0%

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

5. Notes and Loans due Stockholders

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

<PAGE>

6. Recent Accounting Pronouncements

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

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

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

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

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Company Background

Incitations, Inc. (the "Company"), a Nevada corporation, has its principal
offices at 35 Commerce Road, Orangeville, Ontario L9W 3X5 Canada. The telephone
number is (514) 940-8117. Through June 30, 2004 the Company has generated no
revenues from operations. The Company's auditors have expressed doubt about the
Company's ability to continue as a going concern. The Company has current assets
in the form of cash of $62,623, total assets of $14,187,107 and current
liabilities of $260,104.00. The Company's net losses to date are $3,932,909.

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

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

However, the Company was neither able to (1) successfully develop and market the
"ARCommerce Kit", or (2) provide any further funding for the growth and
development of the geophysical equipment business. Consequently, the Company did
not continue its licensing of the "ARCommerce Kit" and further, on March 24,
1998, the Company entered into a Rescission Agreement with the shareholders of
Geo-Ram, Inc. whereby the shareholders of Geo-Ram, Inc. returned the 6,000,000
shares that the Company issued in connection with the November 30, 1996
acquisition.

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

<PAGE>

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.

CURRENT OVERVIEW

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

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

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

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

<PAGE>

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

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 (i) the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements, and (ii) 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 Note 1 of Notes to Financial Statements.

      Several of those critical accounting policies are as follows:

      PROVEN AND PROBABLE ORE RESERVES. On a periodic basis, management reviews
the reserves that reflect estimates of the quantities and grades of ore at our
mineral properties which management believes can be recovered and sold at prices
in excess of the total cost associated with extraction and processing the ore.
Management's calculations of proven and probable ore reserves are based on,
along with independent consultant evaluations, in-house engineering and
geological estimates using current operating costs, metals prices and demand for
our products. Periodically, management obtains external determinations of
reserves.

      In 2003, Frank Puskas was contracted to do an independent technical review
of our reported mine reserves. In conducting the assignment, they reviewed and
examined geologic, geostatistical, mining, processing, environmental, and
economic information and data supplied by the registrant. The reports were
prepared in accordance with industry-accepted practices. Based on this review,
the geologist believes that Registrant has reasonable basis for concluding that
reserves exist at its properties. The estimated reserves are at probable levels
of assurance for its properties. The geologist found that enough information
exists to delineate mineralized material under the SEC terminology. They further
found that with some additional modeling and analysis, some of this mineralized
material could be reclassified as a probable reserve.

      Reserve estimates will change as existing reserves will be depleted
through production, as well as changes in estimates caused by changing
production cost and/or metals prices. Changes in reserves may also require
revision based on actual production experience once production commences.

<PAGE>

      Declines in the market price of metals, as well as increased production or
capital costs or reduced recovery rates, may render ore reserves uneconomic to
exploit. Should that occur, restatements or reductions in reserves and asset
write-downs in the applicable accounting periods may be required. Reserves
should not be interpreted as assurances of mine life or of the profitability of
current or future operations. No assurance can be given that the estimate of the
amount of metal or the indicated level of recovery of these metals will be
realized.

      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 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.

<PAGE>

RESULTS OF OPERATIONS

      RESULTS OF OPERATIONS FOR THE PERIOD ENDED June 30, 2004

      We conducted no actual mining operation the second quarter of the 2004
fiscal year. We concentrated our business efforts in obtaining ownership of the
67 mining claims acquired, as set forth herein. As such, we had no revenues as
described in the financial statements, attached hereto. Expenditures were only
related to the purchase of our assets.

LIQUIDITY AND CAPITAL RESOURCES

      Since our present management took control of the company on April 13,
2003, our expenses have exceeded sales resulting in an accumulated deficit of
approximately $1,918,635 on December 31, 2003.

      As of December 31, 2003, we had $1,157.00 in cash. A significant portion
of the working capital will be allocated to the 67 mining claims in the two
major areas of operation. We anticipate total expenditures for year 2004 for
general and administrative expenses to be approximately $650,000 and at this
time are unable to estimate what our costs of operations expenses may be. 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.

      During 2003, our liquidity needs were met from funds provided by
shareholders, including Boardwalk Creation, Ltd. As of December 31, 2003, we had
38,044,092 shares of common stock outstanding, which we have recognized as
$9,244,455 of paid in capital including cash and services. As of December 31,
2003, we had current assets of $7,990,043 compared to current liabilities of
$651,042 resulting in a working capital deficit of $650,000.(See Note 1 of
Financial Statements). Total current liabilities increased approximately
$260,000.

      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.

      We are investigating potential financing sources and are in discussions
with potential joint venture partners.

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

      (a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of the Quarterly Report for the period
ended June 30, 2004, we carried out an evaluation, under the supervision
and with the participation of our management, including the company's Chairman
and Principal Executive Officer and the Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 3a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that information required to be disclosed by a company in the report that it
files under the Exchange Act is recorded, processed summarized and reported
within required time periods specified by the SEC's rules and forms. Based upon
that evaluation, the Chairman and the Principal Financial Officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to the company (including our consolidated
subsidiaries) required to be included in the company's period SEC filings.

      (b) Changes in Internal Control.

Subsequent to the date of such evaluation as described in subparagraph (a)
above, there were no significant changes in our internal controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.


<PAGE>

PART II.

ITEM 1.    LEGAL PROCEEDINGS.

<PAGE>


None.

ITEM 2.    CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
           SECURITIES.

            On April 8, 2004, we issued 200,000 shares of our restricted common
            shares, to Fusion Capital Fund, in consideration for services
            provided. The issuance was valued at $0.0002 per share or $40.00 in
            the aggregate. Our shares were issued in reliance on the exemption
            from registration provided by Section 4(2) of the Securities Act of
            1933. No commissions were paid for the issuance of such shares. All
            of the above issuances of shares of our common stock qualified for
            exemption under Section 4(2) of the Securities Act of 1933 since the
            issuance of such shares by us did not involve a public offering.
            Both entities were sophisticated investors and had access to
            information normally provided in a prospectus regarding us. The
            offering was not a "public offering" as defined in Section 4(2) due
            to the insubstantial number of persons involved in the deal, size of
            the offering, manner of the offering and number of shares offered.
            We did not undertake an offering in which we sold a high number of
            shares to a high number of investors. In addition, both entities had
            the necessary investment intent as required by Section 4(2) since
            they agreed to and received a share certificate bearing a legend
            stating that such shares are restricted pursuant to Rule 144 of the
            1933 Securities Act. These restrictions ensure that these shares
            would not be immediately redistributed into the market and therefore
            not be part of a "public offering." Based on an analysis of the
            above factors, we have met the requirements to qualify for exemption
            under Section 4(2) of the Securities Act of 1933 for the above
            transaction.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.
ITEM 5.    OTHER INFORMATION

None

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

(a)   Exhibits

Exhibit No.           Exhibit Name/Description
----------            ----------------------------------------------------------
                      Certification by the Principal Executive Officer and
                      Principal Accounting Officer pursuant to Section 302
  31.1                of the Sarbanes-Oxley Act of 2002

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

(b) Reports of Form 8-K

(i)   On April 5, 2004 we filed a Form 8-K amendment regarding resignation of
      our prior auditor and appointment of our new auditor (Sec File No.
      000-28107).

(ii)  On June 23, 2004, we filed Form 8-K regarding the acquisition of certain
      mining claims (SEC File No. 000-28107).


<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.

                                        OSPREY GOLD CORP.


Date:     August 19, 2004                  By: /s/ Gordon Leliever
         ----------------                  -------------------------
                                           President; Principal
                                           Financial Officer