---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K /A

This annual report on Form 10-K/A is being filed to amend our annual report on Form 10-K for the year ended May 31, 2010 (the "Original Form 10-K"), which was filed with the Securities and Exchange Commission on August 12, 2010. Accordingly, pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A contains complete text of the Original Form 10-K, the cover page of which has been amended, as well as the current dated certifications from the Principal Executive Officer and the Principal Financial Officer.

The amendment contained herein adds maps of the area of our exploration program in China and adds clarifying information regarding our optioned mineral property which was originally indicated by reference to our S-1A5 filed on September 5, 2008. We have not updated the information contained herein for events occurring subsequent to August 12, 2010, the filing date of the Original Form 10-KSB except for the our change of address.

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended MAY 31, 2010

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT

For the transition period from _______ to _______

Commission file number: 000-54008

OSPREY VENTURES, INC.(Exact name of small business issuer in its charter)

|Wyoming                                                  | 26-0665571                          
|-------------------------------------------------------- | ------------------------------------
|(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                         |                                     
|4839 North College Avenue                                |                                     
|Indianapolis, IN 46205                                   | __________________                  
|(Address of principal executive offices)                 | (Zip Code)                          

Issuers  telephone number: (888) 755-9766Issuers Web site: www.osprey-ventures-inc.comIssuers
email address: ospreyventures@gmail.com

Securities Registered Under Section 12(b) of the Exchange Act:
None

Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer as defined by Rule 405 of the Securities Act Yes [ 
 ]   No [X].

Indicate by check mark if the registrant is not required to file
reports pursuant to Rule 13 or Section 15(d) of the Act Yes [ 
 ]   No [X].

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant Rule 405 of Regulation
S-T (s 220.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [X]    No [   ]

Check if disclosure of delinquent filers in response to Item 405
of Regulation S-K is not contained in this form, and no disclosure will 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-K. [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, a non-accelerated filer or a smaller reporter.

|Large accelerated filer [   ] | Accelerated
      filer                   [  
      ]
|----------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company [X]                        

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [X]    No
[   ]

Issuer's revenues for its current fiscal year: $0.

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
fiscal quarter: 9,040,000 common shares at $0.05* = $452,000. (* - last price at
which the Corporation offered stock for sale under its S-1 registration
statement).

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2

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's
classes of common stock, as of the latest practicable date. 9,040,000 common
shares issued and outstanding as of the date of this report.

Transitional Small Business Disclosure Format (Check one): Yes
[   ]    No [X]

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K into which the document is incorporated:
(1) any annual report to shareholders; (2) Any proxy or information statement
and (3) any prospectus filed pursuant to Rule 424(b) or (c) under the Securities
Act of 1933:

S-1 Registration Statement dated
September 05, 2008 including audited financial statements to May 31, 2009;
Exhibit 3.1 (Articles of Incorporation) dated May 17 2006 filed as an exhibit to
Ospreys Form S-1; Exhibit 3.2 (Bylaws) dated May 31 2006 filed as an exhibit to
Ospreys Form S-1; Exhibit 10.1 (Option To Purchase And Royalty Agreement
between Osprey Ventures, Inc. and Jiujiang Gao Feng Mining Industry Limited
Company) dated April 22 2007 filed as an exhibit to Ospreys Form S-1; Exhibit
10.2 (Code Of Business Conduct & Ethics and Compliance Program) dated April
22 2007 filed as an exhibit to Ospreys Form S-1; Exhibit 10.3 (First Amendment
to Option to Purchase and Royalty Agreement) dated May 15 2010 filed herewith;
Annual General Meeting Proxy materials and Report to Shareholders dated November
2, 2009, for the AGM which was held on November 26, 2009; Form 8-K filed on July
23, 2010, announcing the resignation of Yiu Yeung Lung James as officer and
director and the appointment of Ma Cheng Ji as sole officer of Osprey.

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3

TABLE OF CONTENTS

|Item
      1     | Description
      of Business                                                                                           
|---------------- | ------------------------------------------------------------------------------------------------------------------------
|Item
      1A    | Risk
      Factors                                                                                                      
|Item
      1B    | Unresolved
      Staff Comments                                                                                         
|Item
      2     | Properties                                                                                                              
|Item
      3     | Legal
      Proceedings                                                                                                 
|Item
      4     | Submission
      of Matters to a Vote of Security Holders                                                               
|Item
      5     | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
|Item
      6     | Selected
      Financial Data                                                                                           
|Item
      7     | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                             
|Item
      7A    | Quantitative
      and Qualitative Disclosure of Market Risk                                                            
|Item
      8     | Financial
      Statements and Supplementary Data                                                                       
|Item
      9     | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                        
|Item
      9A(T) | Controls
      and Procedures                                                                                           
|Item
      9B    | Other
      Information                                                                                                 
|Item
      10.   | Directors,
      Executive Officers and Corporate Governance                                                            
|Item
      11    | Executive
      Compensation                                                                                            
|Item 12          | Security Ownership of Certain Beneficial
          Owners and Management and Related Stockholder Matters                
|Item
      13    | Certain
      Relationships and Related Transactions, and Director Independence                                         
|Item
      14    | Principal
      Accountant Fees and Services                                                                            
|Item
      15    | Exhibits,
Financial Statements and Schedules                                                                            

Cautionary Statement Regarding Forward-Looking
Statements

This annual report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. Some
discussions in this report may contain forward-looking statements that involve
risk and uncertainty.

A number of important factors could cause our actual results to
differ materially from those expressed in any forward-looking statements made in
this report. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar
expressions or words which, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risk Factors beginning on page 5, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

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4

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. References to common shares refer to common shares in our
capital stock.

As used in this annual report, the terms we, us, our and
Osprey mean Osprey Ventures, Inc. unless otherwise indicated.

Osprey is an exploration stage Corporation. There is no
assurance that commercially viable mineral deposits exist on the claims we have
under option. Further exploration and/or drilling will be required before a
final evaluation as to the economic and legal feasibility of our projects is
determined.

Glossary of Exploration Terms

The following terms, when used in this report, have the
respective meanings specified below:

| | Development     | Preparation of a mineral deposit for commercial
      production, including installation of plant and machinery and the
      construction of all related facilities. The development of a mineral
      deposit can onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately evaluated as economically and
      legally feasible.
| | --------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Diamond drill   | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.         
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Exploration     | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                                 
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Geochemistry    | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                                                         
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                                                           
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                                                                  
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure & characteristic chemical
      composition, crystal form & physical properties.                                                                                                                                                                                            
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Mineral Reserve | A mineral reserve is that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination.                                                                                                                                                                                                    
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Mineralization  | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                                                        
| |                 |                                                                                                                                                                                                                                                                                                                                                                            
| | Oxide           | Mineralized rock in which some of the original minerals,
      usually sulphide, have been oxidized. Oxidation tends to make the mineral
      more porous and permits a more complete permeation of cyanide solutions so
      that minute particles of gold in the interior of the minerals will be more
      readily dissolved.                                        

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5

PART I

Item 1.      Description of
Business.

Overview

We were incorporated in the State of Wyoming on May 17, 2006, as Osprey Ventures, Inc. and established a fiscal year end of May 31. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at 4839 North College Avenue, Indianapolis, IN 46205 . Our telephone number  is (888) 755-9766. We can also be contacted through e-mail at ospreyventures@gmail.com.

There have been no material reclassifications, mergers,
consolidations or purchases or sales of any significant amount of assets not in
the ordinary course of business since the date of incorporation. We are a
start-up, exploration stage company engaged in the search for gold and related
minerals. There is no assurance that a commercially viable mineral deposit, a
reserve, exists in our optioned mineral property or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of
such work concludes economic and legal feasibility.

Our Current Business  Mineral Exploration

On April 22, 2007, as amended on May 15, 2009, we optioned a 25
percent interest in a gold exploration and mining property referred to as the
Gao Feng Mining Property in north-western Jiangxi Province, China by entering
into an Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining
Industry Limited Company (Jiujiang) of Jiangxi City, Jiangxi Province, China,
the beneficial owner of the property, an arms-length Chinese corporation, to
acquire an interest in the property by making certain expenditures and carrying
out certain exploration work.

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the evaluation of initial
exploration of the Gao Feng property of which the field work was carried out
between February 15 and March 3, 2010, to determine if there are commercially
exploitable deposits of gold and silver. Gao Fenglin, Senior Engineer,
recommended a two-phase exploration program to properly evaluate the potential
of the property and with C. Wong, Senior Engineer, carried out the first phase
of the planned two-phase exploration program. Exploration will determine if gold
exists on the property and if any gold which is found can be economically
extracted and profitably processed.

We do not claim to have any ores or reserves whatsoever at this
time on our optioned property.

We and Jiujiang retained the services of the Jiujiang
Geological Engineering Group Company, Gao Fenglin and C. Wong to carry out the
first phase of the work program; we will assess the results of the program upon
receipt of the report which is expected in July or August 2010.

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6

Item 1A    Risk Factors

Risks Associated with Osprey Ventures, Inc., Our Financial
Condition and Our Business Model

1. We are a exploration stage corporation, lack a
business history and have losses that we expect to continue into the future. If
the losses continue we will have to suspend operations or cease functioning.

We were incorporated on May 17, 2006 and we have not started
our proposed business or realized any revenues. We have no business history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $132,800. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon:

- our ability to find a profitable exploration property;
- our ability to generate revenues; and
- our ability to reduce exploration costs.

Based upon current plans, we expect to incur losses in future
periods. This will happen because there are expenses associated with the
exploration of our optioned property. We may not be successful in generating
revenues in the future. Failure to generate revenues will cause us to go out of
business.

Potential investors should be aware of the difficulties
normally encountered by a new enterprise and the high rate of failure of such
enterprises. The potential for future success must be considered in light of the
problems, expenses, difficulties complications and delays encountered in
connection with the development of a business in the area in which we intend to
operate and in connection with the formation and commencement of operations of a
new business in general. These include, but are not limited to, competition and
additional costs and expenses that may exceed current estimates. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and there can be no assurance that we will generate operating
revenues in the future or ever achieve profitable operations.

2. We have no known mineral reserves and we may not find
any gold or if we find gold it may not be in economic quantities. If we fail to
find any gold or if we are unable to find gold in economic quantities, we will
have to suspend operations.

We have no known mineral reserves. Even if we find gold it may
not be of sufficient quantity so as to warrant recovery. Additionally, even if
we find gold in sufficient quantity to warrant recovery it ultimately may not be
recoverable. Finally, even if any gold is recoverable, we do not know that this
can be done at a profit. Failure to locate deposits in economically recoverable
quantities will cause us to suspend operations.

3. We require substantial funds merely to determine if
mineral reserves exist on our optioned property.

Any potential development and production of our exploration
properties depends upon the results of exploration programs and/or feasibility
studies and the recommendations of duly qualified engineers and geologists. Such
programs require substantial additional funds. Any decision to further expand
our plans on these exploration properties will involve the consideration and
evaluation of several significant factors including, but not limited to:

- Costs of bringing the property into production including exploration work,
  preparation of production feasibility studies and construction of production
  facilities;
- Availability and costs of financing;
- Ongoing costs of production;
- Market prices for the products to be produced;
- Environmental compliance regulations and restraints; and
- Political climate and/or governmental regulation and control.

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7

4. Good title to the Gao Feng property is registered in
the name of another person. Failure of Osprey to obtain good title to the
property will result in Osprey having to cease operations.

Title to the property we intend to explore is not held in our
name but rather that of Jiujiang Gao Feng Mining Industry Limited Company, a
corporation resident in the Peoples Republic of China. In the event Jiujiang
were to grant another person a deed of ownership which was subsequently
registered prior to our deed, the third party would obtain good title and we
would have nothing. Similarly, if it were to grant an option to another party,
that party would be able to enter the property, carry out certain work
commitments and earn right and title to the property and we would have little
recourse as we would be harmed, will not own any property and would have to
cease operations. The option agreement does not specifically reference these
risks or the recourse provided. Although we would have recourse against Jiujiang
in the situations described, there is a question as to whether that recourse
would have specific value.

5. Currently Osprey has no right to the Gao Feng
property. In order to exercise its rights under the option agreement we must
incur certain exploration costs and make royalty payments. Failure by Osprey to
incur the exploration expenditures or to make the royalty payments will result
in forfeiture of Ospreys right to acquire a 25% interest in the property.

Under the terms of the option agreement, Osprey has the right
to acquire a 25% interest in the right and title to the Gao Feng property upon
incurring exploration expenses on the property of a minimum of $20,000 by May
31, 2010 (the field work portion of which we have completed and have fully paid
our portion of the costs), incurring additional exploration expenses in the
amount of $40,000 by May 31, 2011 and making annual advance on royalty payments
in the amount of $25,000 commencing May 31, 2012. Failure by Osprey to make any
of the payments or to incur the required exploration expenses will result in the
loss of the option to acquire an interest in the property. Should we lose the
option to acquire an interest in the property, Osprey would cease operations.

6. If we decide not to complete both phases of our
exploration program or should we decide that further exploration is not feasible
we will have to cease operations.

Ospreys exploration plan consists of two phases. Commencement
of the second phase is dependent on favourable completion of the first phase and
securing sufficient funding for phase II. It will be necessary to analyze the
data following each of the phases of the exploration program and come to a
decision that further work is, or is not, warranted and that such work is
likely, or not likely, to add value to the property prior to any decision being
made as to proceeding to the next phase. In the event that the geoscientist who
supervises the phase I program recommends in his written report, based on his
evaluation of the results, that the property lacks merit and no further value
would be obtained by proceeding with phase II, then a decision to not proceed
with phase II would be made. Such a decision would not be made arbitrarily by
management. Should Osprey decide not to proceed with phase II of the exploration
program, we will have to cease operations.

7. Management will devote only a limited amount of time
to Ospreys business. Failure of our management to devote a sufficient amount of
time to our business plan will adversely affect our success.

Because Mr. Ma Cheng Ji, our President and CEO, will be
devoting only approximately 6 hours per week to our business plans, our business
may suffer. As a result, exploration of the property may be periodically
interrupted or suspended. Interruptions to, or suspension of, exploration may
cause us to cease operations.

8. Management lacks formal training in mineral
exploration.

Our officers and directors have no professional accreditation
or formal training in the business of exploration. With no direct training or
experience in these areas our management may not be fully aware of many of the
specific requirements related to working within this industry. Decisions so made
without this knowledge may not take into account standard engineering management
approaches that experienced exploration corporations commonly make.
Consequently, our business, earnings and ultimate financial success could suffer
irreparable harm as a result of managements lack of experience in the industry.
Thus, we will retain such technical experts as are required to provide
professional and technical guidance.

---

8

Risks Associated With Doing Business in China

Various matters that are specific to doing business in China
may create additional risks or increase the degree of such risks associated with
our business activities. These risks include the following:

1. Our business operations will be based in the Peoples
Republic of China (the PRC or China), all of our revenues, if any, will
derive from China which presents issues associated with economic, political and
social changes that may occur in a rapidly developing country.

Our business operations will be located in, and our revenues,
if any, derived from activities in the PRC. Initially, prior to the exercise of
the option, our operations in China will be conducted through and with the
assistance of Jiujiang, a Chinese company and our partner. Accordingly, our
business, financial condition and results of operations could be significantly
and adversely affected by economic, political and social changes in China. The
economy of China has traditionally been a planned economy, subject to five-year
and annual plans adopted by the state, which set down national economic
development goals. Since 1978, the central government has been moving the
economy from one that is planned to a more open, market-oriented system.
Economic development is following a model of market economy under socialism.
Under this direction, they are expected to continue to strengthen Chinas
economic and trading relationships with foreign countries; business development
in the PRC is expected to follow market forces and the rules of market
economics. However, the Chinese government continues to play a significant role
in regulating industry by imposing industrial policies. In addition, there is no
guarantee that a major turnover of senior political decision makers will not
occur, or that the existing economic policy of the PRC will not be changed. A
change in policies could adversely affect our interests in China by changes in
laws, regulations or the interpretation thereof, confiscatory taxation,
restrictions on currency conversion, imports and sources of supplies, or the
expropriation of private enterprises.

Failure to understand and adapt to Chinese standards and laws
may cause us to break laws which may result in our having to cease operations
and go out of business.

2. The Chinese legal system is different from the U.S.
justice system. Most of the material agreements to which we or our affiliates
are party or will be party in the future with respect to mining assets in the
PRC are expected to be governed by Chinese law and some may be with Chinese
governmental entities. The Chinese legal system embodies uncertainties that
could limit the legal protection available to Osprey and its shareholders. The
outcome of any litigation may be more uncertain than usual because: (i) the
experience of the Chinese judiciary is relatively limited, and (ii) the
interpretation of Chinas laws may be subject to policy changes reflecting
domestic political changes.

(a)Legal System - The Chinese legal
system is a civil law system based on written statutes. Unlike common law
systems (the system in the U.S.), it is a system in which decisions in earlier
legal cases do not generally have precedential value. The overall effect of
legislation enacted over the past 20 years has been to enhance the protections
afforded to foreign invested enterprises in China. However, these laws,
regulations and legal requirements are relatively recent and are evolving
rapidly; their interpretation and enforcement involve uncertainties. These
uncertainties could limit the legal protections available to foreign investors
such as the right of foreign invested enterprises to hold licenses and permits
such as business licenses. Because all of our assets are located outside the
U.S., it could be difficult for investors to effect service of process in the
U.S., or to enforce a judgment obtained in the U.S. against us or any of these
persons or entities.

(b)Limited Interpretation - The laws that
do exist are relatively recent and their limited interpretation and enforcement
involve uncertainties, which could limit the available legal protections. Even
where adequate Chinese law exists it may be impossible to obtain swift and
equitable enforcement of such law or to obtain enforcement of judgments by a
court of another jurisdiction. The inability to enforce or obtain a remedy under
such agreements would have a material adverse impact on our operations.

---

9

The Chinese government has enacted some laws and regulations
dealing with matters such as corporate organization and governance, foreign
investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and
regulations is limited, and our ability to enforce commercial property or to
resolve commercial disputes is unpredictable. The resolution of these matters
may be subject to the exercise of considerable discretion by agencies of the
Chinese government and forces unrelated to the legal merits of a particular
matter or dispute may influence their determination. Any rights we may have to
specific performance or to seek an injunction, in either of these cases, may be
severely limited and without a means of recourse by virtue of the Chinese legal
system, we may be unable to prevent these situations from occurring. The
occurrence of any such events could have a material adverse effect on our
business, financial condition and results of operations.

3. We must comply with the Foreign Corrupt Practices Act
and if our personnel or agents are determined to have engaged in certain
practices, we could suffer severe penalties and possibly lose our investments in
China.

We are required to comply with the United States Foreign
Corrupt Practices Act, which prohibits United States corporations from engaging
in bribery or other prohibited payments to foreign officials for the purpose of
obtaining or retaining business. Foreign corporations, including some of our
competitors, are not subject to these prohibitions. Corruption, extortion,
bribery, pay-offs, theft and other fraudulent practices occur from time-to-time
in China. If our competitors engage in these practices they may receive
preferential treatment from personnel of some corporations, giving our
competitors an advantage in securing business or from government officials who
might give them priority in obtaining new licenses, which would put us at a
disadvantage. Although we have informed our personnel and current agents that
such practices are illegal, we cannot assure that our employees or other agents
will not engage in such conduct for which we might be held responsible. If our
employees or other agents are found to have engaged in such practices, we could
suffer severe penalties including the loss of our Chinese investments which
would effectively cause us to cease business operations.

Item 1B.   Unresolved Staff Comments

None

Item 2.      Properties

Our principal office is located at 4839 North College Avenue, Indianapolis, IN 46205 . Our  telephone number is (888) 755-9766. Our principal office is provided by our senior officer and director at no cost. We believe that the condition of our principal office is satisfactory, suitable and adequate for our current needs.

We hold the following property interest: a 25 percent interest
in the Gao Feng Mining Property, a gold exploration and mining property, located
in Jiangxi Province, China, approximately 1,000 miles west of Shanghai. We can
acquire an interest in the property by making certain expenditures and carrying
out exploration work.

Item 3.      Legal Proceedings

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to Osprey.

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10

Item 4.      Submission of Matters
  to a Vote of Security Holders

Our last Annual General Meeting was held on November 26,
  2009,at which time stockholders approved the following actions:

|1. | received the financial statements of the Corporation for
      its financial year ended May 31, 2009, together with the report of the
      independent auditors thereon;                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | fixed the number of directors at two for the coming
      year;                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | elected two directors, James Yiu Yeung Lung and Ma Cheng
      Ji, to serve until the next Annual General Meeting of Shareholders or
      until his respective successor(s) is/are elected or appointed; subsequent
      to the end of the fiscal year, Mr. James Yiu Yeung Lung, on July 23, 2010,
      resigned as an officer and director to better pursue other business
      interests  as of that date Mr. Ma Cheng Ji became our sole director and
      officer;
|4. | ratified the appointment of M&K CPAs, PLLC, of
      Houston, Texas to act as independent certifying accountants and auditors
      of the Corporation for the financial year ended May 31,
  2010.                                                                                                                                                                                                                                                                          

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11

PART II

|Item 5. | Market for Registrants Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------------

Our shares of common stock are not quoted or traded on any
electronic or other trading system. There is no public market for our common
shares.

Our common shares are issued in registered form through Madison
Stock Transfer, Inc. of 1688 East 16th Avenue, Suite 7, Brooklyn, NY
11229-0145 which is our stock transfer agent. They can be contacted by telephone
at (718) 627-4453 and by facsimile at (718) 627-6341.

On May 31, 2010, the shareholders' list of our common shares
showed 45 registered shareholders holding 9,040,000 shares; there are no shares
held by broker-dealers. There are 9,040,000 shares outstanding.

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

Item 6.       Selected
Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 7.      Managements
Discussion and Analysis of Financial Condition and Results of Operations

We were incorporated in the State of Wyoming on May 17, 2006 as Osprey Ventures, Inc. and established a fiscal year end of May 31. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our business office is located at 4839 North College Avenue Indianapolis, IN 46205 . Our  telephone number is (888) 755-9766. We are a start-up, exploration stage company engaged in the search for gold and related minerals. There is no assurance that a commercially viable mineral deposit, a reserve, exists in our claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.

On April 22, 2007, amended on May 15, 2009, we optioned a 25 percent interest in the Gao Feng Mining Property in Jiangxi Province, China, consisting of a mining claim block covering 3.73 sq. km or 921 acres  by entering into an Option To Purchase And Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Company, the beneficial owner of the property.

Under the terms of the agreement, Jiujiang granted to Osprey
the right to acquire 25% of the right, title and interest of Jiujiang in the
property, subject to its receiving annual payments and a royalty, in accordance
with the terms of the agreement, as follows:

| | a) | Osprey, or its permitted assigns, contributing
      exploration expenditures on the property of a minimum of US $20,000 on or
      before May 31, 2010 (paid and field work completed on March 3,
    2010);                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | Osprey, or its permitted assigns, contributing
      exploration expenditures on the property of a further US $40,000 for
      aggregate minimum contributed exploration expenses of US$60,000 on or
      before May 31, 2011;                                          
| | c) | Osprey shall allot and issue 1,000,000 shares in the
      capital of Osprey to Jiujiang upon completion of a phase I exploration
      program as recommended by a competent geologist;                                                                                  
| | d) | Upon exercise of the option agreement, Osprey will pay to
      Jiujiang US $25,000 per annum as pre-payment of the net smelter return.,
      effective May 31, 2012.                                                                                                    
| | e) | Osprey will pay to Jiujiang an annual royalty equal to
      three percent (3%) of NSR; and                                                                                                                                                                               
| | f) | Osprey has the right to acquire an additional 26% of the
      right, title and interest in and to the Property by the payment of US
      $25,000 and by incurring an additional US $100,000 in exploration
      expenditures on the Property on or before May 31,
2012.

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12

Location of the Property Under Option

The following Property Location Maps indicates approximately where the claim blocks are located west of Jiujiang City in north-western Jiangxi.



Figure 1 – Map of location of Jiangxi Province in China

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13



Figure 2 – Map of general location of Gao Feng property west of Jiujiang City, Jiangxi Province, China

---

14



Figure 3 – Map of general location of Gao Feng property west of Ruichang City, Jiangxi Province, China

---

15



Figure 4 – Topographical map of the Gao Feng property

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16

Physiography, Location and Access

The Gao Feng property is located 16 km northwest of Ruichang City which is approximately 400 km west of Shanghai and is governed under the Gao Fengxiang Township, Jiujiang Province. Access can be obtained year round on reasonable grade roads.

Regional Geology

The mining area is located at the southeast edge of the Yangtze and Jiangnan platforms in the northwestern slopes of the deep fracture belts in the northwest of Jiangxi Province. The exposure of the stratums in this area is mainly in the form of metamorphic rocks which were laid down in the times of Proterozoic or Later Proterozoic Eras of the Shuangqiao Mountain Group and the Climbing Mountain Group. The geological structure is well developed and magmatic actives are frequent which has provided good formative conditions for gold ore depositions. These are all indicators of the possible presence of gold in the area of the property. Three sites of potential interest have been located on the property and received minor exploration work consisting of pitting, geology, sampling and a magnetic survey. These sites will become the focus of exploration during phase I.

In late 2006, in order to further explore and define the prospect, Jiujiang engaged the Jiangxi Geological Engineering Group Company, Jiujiang Branch, a locally based geological engineering group to develop the mining area and to expand the exploration to other sections outside the previously worked explored areas which had recently been acquired by Jiujiang.

---

17

To date we have advanced $20,000 for the implementation of
phase I of the planned exploration program, the field work of which has been
completed; the final report with recommendations as to phase II will not be
available until July or August, 2010. We have not spent any money on research
and development activities. Information regarding the property was presented to
our former President for review without any contractual obligations.

Gao Fenglin, Senior Engineer, Jiangxi Geological Engineering
Group Company, Jiujiang Branch, authored the Report of Exploration at the Gao
Feng Gold Property dated March 23, 2009 (the Report), in which his firm
recommended a two-phase exploration program to properly evaluate the potential
of the property. Gao Fenglin graduated from Guangzhou Geosciences Institute with
the approximate educational equivalency of a U.S. geological engineer. He has
practiced his profession as an exploration geologist for more than 20 years.

Phase I Exploration Program

Exploration will assist in the determination of whether gold
exists on the property and if any which is found can be economically extracted
and profitably processed. We retained Gao Fenglin, Senior Engineer and C. Wong,
Senior Engineer, to complete the phase I field program and to write a report on
the results of that work and to make specific recommendations as to a phase II
program, if warranted. We are currently awaiting the report of the first phase.
If our initial exploration efforts are favourable we intend to proceed with
longer term exploration.

Initially, we ran a grid over the entire property and reviewed
maps of the results of past reported geological and geochemical programs
correlating all past information to our grid; then we completed a geological
survey to evaluate certain specific targets previously identified. The work
established a base line grid with 25-meter stations and cross lines run every 50
meters for 100 meters each side of the baseline and then related previous ground
and airborne electromagnetic surveys over the grid. Samples taken from various
locations are being tested for traces of gold, silver, lead, copper, zinc, iron
and other metals; however, our primary focus is the search for gold. We will
then compare relative concentrations of gold, silver, lead and other indicator
metals in samples so the results from different samples can be compared in a
more precise manner and plotted on a map to evaluate their significance.

Phase II will not be carried out until 2010 or 2011 and will be
contingent upon favourable results from phase I and specific recommendations in
the resulting report. Specifics of the work to be carried out have not yet been
determined and will be delineated as recommendations in reporting the results of
phase I. The second phase may require up to six weeks work and may cost up to
$200,000 in total (Ospreys portion being $50,000) comprised of wages, fees,
camp, equipment rental, trenching, diamond drilling, assays and related. Four
months may be required for analysis and the preparation of a report and
evaluation on the work accomplished.

Results of Operations

|                   |   | Year Ended |  
|------------------ | - | ---------- | -
|                   |   | May 31     |  
|                   |   | 2010       |  
|Revenue            | $ | Nil        |  
|Operating Expenses | $ | 77,051     |  
|Net Profit (Loss)  | $ | (77,051    | )

COMMON SHARES: Since inception we have used common stock, notes
payable and an advance from a related party to raise money for our optioned
mineral acquisition and corporate expenses. Net cash provided by financing
activities in the current fiscal year ended May 31, 2010 was $90,959. In the
fiscal year ended May 31, 2010, $112,000 cash was provided by financing
activities as the result of the deposit of $92,000 received from the sale of
shares under our S-1 registration statement and a $20,000 advance from a related
party. Net cash provided by financing activities from inception on May 17, 2006
was $139,000 ($119,000 as proceeds received from sales of our common stock
and $20,000 as an advance from an officer through a wholly owned corporation).

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18

Revenue

We have not earned any revenues since our inception.

Expenses

Our operating expenses for the year ended May 31, 2010 and 2009
are outlined in the table below:

|                                                       |   | Year Ended May 31 |  
|------------------------------------------------------ | - | ----------------- | -
|                                                       |   | 2010              |  
|Banking and Related Charges                            | $ | 337               |  
|Loss on Currency Exchange                              |   | (3                | )
|Interest Expense on Promissory Note &
        Advances |   | 868               |  
|Exploration Activities                                 |   | 20,000            |  
|Consulting                                             |   | 15,000            |  
|Professional Fees                                      |   | 13,952            |  
|Office Expenses                                        |   | 8,334             |  
|Management Fees                                        |   | 4,752             |  
|Registration and Filing Fees                           |   | 2,895             |  
|Transfer Agent                                         |   | 5,975             |  
|Travel and Meals                                       |   | 4,941             |  
|TOTAL                                                  | $ | 77,051            |  

Operating expenses for the year ended May 31, 2010, increased
by 262% compared to the similar period in 2009. During the past year we
commenced our business plan and started the exploration work on our optioned
mineral property. Consulting services were incurred for our future development
and we formally retained a transfer agent with the related attendant expenses.

During the year ended May 31, 2010, Osprey incurred operating
expenses of $77,051 as compared to $21,286 for the prior year and a total of
$132,800 for the period from inception on May 17, 2006, to May 31, 2010. The
costs incurred can be further subdivided into the following categories.

BANKING AND RELATED CHARGES: $337 in banking and related
charges were incurred in the current fiscal year while $153 was incurred for the
year ended May 31, 2009. For the period May 17, 2006 (inception) through May 31,
2010 Osprey has incurred a total of $910 on such expenses.

LOSS ON CURRENCY EXCHANGE: Osprey incurred a $3 gain in
currency exchange for the year ended May 31, 2010, and lost $426 for the year
ended May 31, 2009. From inception on May 17, 2006, to May 31, 2010, we have
incurred a total of $777 in losses on currency exchange.

INTEREST EXPENSE ON PROMISSORY NOTES AND ADVANCES: On April 16,
2010, a director, through a wholly owned corporation loaned $20,000 to Osprey in
the form of a promissory note which bears interest at the rate of 5% and is due
and payable on April 30, 2011. $868 in interest costs regarding notes payable
and advances from officers and other related parties which had been arranged in
prior fiscal years as well as the referenced advance were incurred in the
current fiscal year; $730 was incurred for the period ended May 31, 2009. All
other advances and loans were paid in full, including accrued interest, prior to
the end of the year. For the period May 17, 2006 (inception) through May 31,
2010 Osprey has incurred a total of $1,644 on such expenses.

PROFESSIONAL FEES: Osprey incurred $13,952 in professional fees
for the fiscal year ended on May 31, 2010, and $12,605 in the previous fiscal
year. From inception to May 17, 2006, we have incurred $49,270 in professional
fees mainly spent on legal, consulting and accounting matters. This expense
category will vary depending on corporate capital raising activities.

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19

OFFICE EXPENSES: $8,334 in office costs were incurred in the
past year. By comparison, $119 was incurred for previous fiscal year ended May
31, 2009. For the period May 17, 2006 (inception), through May 31, 2010, a total
of $12,247 has been spent on office related expenses. Office costs increased in
the most recent year as we completed the filing of our S-1 registration
statement and related issuance of shares and commenced our business plan with
the field work on the phase I exploration program for the Gao Feng mineral
property.

MANAGEMENT FEES AND COMPENSATION: On January 1, 2010, we
entered into a management services agreement with James Yiu, our former senior
officer and director to manage the affairs of Osprey through the payment of HK
$5,000 per month (approximately US $645) for a one year period. $4,752 in
management fee costs were incurred in the current fiscal year while $3,225 was
incurred for the year ended May 31, 2009. For the period May 17, 2006
(inception) through May 31, 2010, Osprey has incurred $7,977 on such expenses.
On December 31, 2009, Mr. Yiu elected not to renew the agreement as the result
of our inability to generate the cash flow required to sustain such an expense.

REGISTRATION AND FILING FEES: We incurred $2,895 in
registration and filing fees for the year ended May 31, 2010, and $4,028 for the
year ended May 31, 2009. For the period May 17, 2006 (inception), through May
31, 2009, $6,923 was recorded for such costs. This category will vary from year
to year dependent on the filing activities of the Company with various
regulators.

CORPORATE SERVICES: No corporate service costs were incurred
for the years ended May 31, 2010, or 2009. For the period May 17, 2006
(inception), through May 31, 2010 Osprey has spent a total of $5,000 on such
expenses.

CONTRIBUTED EXPENSES: No contributed expenses (for contributed
administrative costs) were incurred for the year ended May 31, 2010, or 2009.
For the period May 17, 2006 (inception), through May 31, 2010, a total of $300
in contributed expenses has been reflected in the financial statements. All
contributed expenses are reported as contributed costs with a corresponding
credit to additional paid-in capital.

The Corporations first president periodically contributed
administrative services to the Corporation for the period from inception up to
and including May 31, 2008. The time and effort was recorded in the accompanying
financial statements based on the prevailing rates for such services, which
equalled $50 per hour based on the level of services performed.

CONSULTING FEES: We incurred $15,000 in consulting fees for the
year ended May 31, 2010, and $0 (nil) for the year ended May 31, 2009. For the
period May 17, 2006 (inception), through May 31, 2009, $15,000 was recorded for
such costs. This category will vary from year to year dependent on corporate
capital raising and potential acquisition activities. During the past year the
fees were incurred mainly for advice on potential acquisitions and listing and
quotation service options available to Osprey.

PUBLIC RELATIONS: Osprey incurred $0 in public relations and
related costs for the years ended on May 31, 2010, and 2009. From inception on
May 17, 2006, we have incurred a total of $790 in public relations fees.

RESOURCE PROPERTY EXPLORATION EXPENSES: $20,000 for our portion
of the costs pertaining to the phase I exploration program on our optioned
exploration property, the Gao Feng gold property, were incurred in the year
ended May 31, 2010, while no such expenses were incurred in the past. From
inception on May 17, 2006, we have incurred a total of $20,000 in resource
property exploration expenses. This cost category will vary based on overall
exploration activity.

TRAVEL AND MEAL EXPENSES: $4,941 was spent in travel and meal
costs in the year ended on May 31, 2010, while $0 (nil) was spent in the
corresponding period for 2009. For the period May 17, 2006 (inception), through
February 28, 2010, a total of $5,687 has been spent on travel and meal expenses.

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20

TRANSFER AGENT FEES: $5,975 was spent on transfer agent costs
and attendant expenses in the year ended on May 31, 2010, while $0 (nil) was
spent in the corresponding periods for 2009. For the period May 17, 2006
(inception), through May 31, 2010, a total of $5,975 has been spent on transfer
agent expenses.

RESEARCH AND DEVELOPMENT: Osprey has not incurred any expenses
for research and development since inception on May 17, 2006.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2009 - 2010 or
from the date of inception.

At the end of the current fiscal year, May 31, 2010, and as of
the date of this report, Osprey had 9,040,000 common shares issued and
outstanding.

Liquidity and Financial Condition

|Working Capital     |   |            |   |   |            |  
|------------------- | - | ---------- | - | - | ---------- | -
|                    |   | At May 31, |   |   | At May 31, |  
|                    |   | 2010       |   |   | 2009       |  
|Current Assets      | $ | 10,126     |   | $ | 96         |  
|Current Liabilities | $ | 23,626     |   | $ | 28,545     |  
|Working Capital     | $ | (13,500    | ) | $ | (28,449    | )

|Cash Flows                                                |   |            |   |   |            |  
|--------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                          |   | At May 31, |   |   | At May 31, |  
|                                                          |   | 2010       |   |   | 2009       |  
|Net Cash Used in Operating
      Activities               | $ | (82,129    | ) | $ | (27,557    | )
|Net Cash Provided by (Used In) Investing
      Activities | $ | 0          |   | $ | 0          |  
|Net Cash Provided by
      Financing Activities           | $ | 90,959     |   | $ | 16,044     |  
|Increase (Decrease) In Cash During The
      Period       | $ | 8,830      |   | $ | (11,513    | )

As of May 31, 2010, our company had a working capital deficit
of $13,500.

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006, to May 31, 2010, was $139,000 as a result of proceeds received from
the sale of our common stock and advances from officers and related parties.
During that same period, the following table indicates how those proceeds have
been spent to date:

|Banking and Related Charges                          | $ | 910     | 
|---------------------------------------------------- | - | ------- | 
|Loss on Currency Exchange                            |   | 777     | 
|Interest Expense on Promissory Note &
      Advances |   | 1,644   | 
|Exploration Activities                               |   | 20,000  | 
|Consulting                                           |   | 15,000  | 
|Professional Fees                                    |   | 49,270  | 
|Office Expenses                                      |   | 12,247  | 
|Organizational Costs                                 |   | 300     | 
|Management Fees                                      |   | 7,977   | 
|Registration and Filing Fees                         |   | 6,923   | 
|Corporate Services                                   |   | 5,000   | 
|Public Relations                                     |   | 790     | 
|Transfer Agent                                       |   | 5,975   | 
|Travel and Meals                                     |   | 5,687   | 
|Total Use
      of Proceeds to May 31, 2010          | $ | 132,500 | 

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21

Future Operations

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2010 - 2011. Management projects that
we may require $150,000 to fund our ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

|Operating expenses           | $ | 50,000  | 
|---------------------------- | - | ------- | 
|Phase II exploration program |   | 50,000  | 
|Working capital              |   | 50,000  | 
|Total                        | $ | 150,000 | 

As at May 31, 2010, we had a working capital deficit of
$13,500. We plan to raise the additional capital required to meet the balance of
our estimated funding requirements for the next twelve months primarily through
private placements of our stock or prospectus offerings, loans or advances from
officers, directors and shareholders and the possible sale of part of our
interest in our optioned mineral property. We do not anticipate that we will be
able to satisfy any of these funding requirements internally until we
significantly increase revenues.

There is substantial doubt about our ability to continue as a
going concern because our business is dependent upon obtaining further
financing. The issuance of additional equity securities by us could result in a
significant dilution in the equity interests of current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

Future Financings

We will require additional financing in order to enable us to
proceed with our plan of operations, as discussed above in order to continue
operations. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, we will not be able to meet our other obligations
as they become due. We are pursuing various alternatives to meet our immediate
and long-term financial requirements.

We anticipate continuing to rely on equity sales of our common
stock in order to fund our business operations. Issuances of additional shares
will result in dilution to existing stockholders. There is no assurance that we
will achieve any additional sales of equity securities or arrange for debt or
other financing to fund our planned business activities.

We presently do not have any arrangements for additional
financing and no potential lines of credit or sources of financing are currently
available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a smaller reporting company we are not required to provide
tabular disclosure obligations.

Going Concern

We are in the exploration stage, have not yet achieved
profitable operations and are dependent on our ability to raise capital from
stockholders or other sources to meet obligations arising from normal business
operations when they become due. Therefore, in their report on our audited
financial statements for the year ended May 31, 2010, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosure describing the circumstances that lead to this disclosure.

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22

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

Functional CurrencyThe Companys functional
currency is the United States dollar.

Cash and Cash EquivalentsThe Company considers all
highly liquid securities with original maturities of three months or less when
acquired to be cash equivalents. There were no cash equivalents at May 31, 2010.

Financial InstrumentsAt May 31, 2010, the fair value
of the Companys financial instruments approximate their carrying value based on
their terms and interest rates.

Mineral InterestsMineral interest acquisition costs
include cash consideration and the estimated fair value of common shares issued
for mineral properties, based on recent share issuances. Exploration and
development expenditures are expensed in the period incurred until such time as
the Company establishes the existence of commercial feasibility, at which time
these costs will be deferred. Administrative expenditures are expensed in the
period incurred. Mineral interest acquisition costs and related interest and
financing costs may be deferred until the property is placed into production,
sold or abandoned. Mineral interest acquisition costs will be deferred only when
and if proven and probable reserves have been found to exist. No proven or
probable reserves are currently known to exist. Any deferred costs will be
amortized on a unit-of-production basis over the estimated proven and probable
reserves of the property following commencement of commercial production or
written off if the property is sold, allowed to lapse or abandoned.

Earnings (Loss) per Common ShareThe Company
computes net income (loss) per share in accordance with ASC Topic Earnings
per Share. The basic net loss per common share is computed by dividing the
net loss by the weighted average number of common shares outstanding; basic loss
per share excludes the impact of common stock equivalents. Diluted net loss per
share gives effect to all dilutive potential common shares outstanding during
the period using the as if converted basis, i.e., it utilizes the average
market price per share when applying the treasury stock method in determining
common stock equivalents. For the year ended May 31, 2010, and for the period
May 17, 2006 (date of inception), through May 31, 2010, there were no variances
between the basic and diluted loss per share as there were no potential dilutive
securities.

Income TaxesThe Company has adopted ASC Topic
Accounting for Income Taxesas of inception. The Company recognizes
deferred tax assets and liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the enacted tax rates
and laws that are expected to be in effect when the differences are expected to
be recovered. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

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23

Foreign Currency TranslationThe Companys
functional and reporting currency is the United States dollar and where
necessary the accounts of the Companys foreign operations have been translated
into United States dollars in accordance with ASC Topic Foreign Currency
Translation. Assets and liabilities of those operations are translated in
U.S. dollars using exchange rates as of the balance sheet date; income and
expenses are translated using the average exchange rates for the reporting
period. Translation adjustments are deferred in accumulated other comprehensive
income (loss), a separate component of shareholders deficit.

Fair Value of financial Instruments.ASC disclosures
about fair value of financial instruments define the fair value of a financial
instrument as the amount at which the instrument could be exchanged in a current
transaction between willing parties. The carrying values of the Company's
financial instruments, which include cash, accounts receivable, and accrued
expenses, approximate fair values due to the short-term maturities of such
instruments.

Use of Estimates in the Preparation of Financial Statements.The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates and assumptions.

Recent Accounting Pronouncements

ASC Topic The FASB Accounting Standards Codification(TM)
and the Hierarchy of Generally Accepted Accounting Principles  A Replacement of
FASB Statement No. 162 became effective on September 15, 2009. This
standard establishes the FASB Accounting Standards Codification (the
Codification) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with US GAAP. The Codification does not
change current US GAAP, but is intended to simplify user access to all
authoritative US GAAP by providing all the authoritative literature related to a
particular topic in one place. As of the effective date, all existing accounting
standard documents were superseded and, accordingly, all subsequent public
filings will reference the Codification as the sole source of authoritative
literature.

In March 2010, the FASB (Financial Accounting Standards Board)
issued Accounting Standards Update 2010-11 (ASU 2010-11), Derivatives and
Hedging (Topic 815): Scope Exception Related to Embedded Credit
Derivatives. The amendments in this Update are effective for each reporting
entity at the beginning of its first fiscal quarter beginning after June 15,
2010. Early adoption is permitted at the beginning of each entitys first fiscal
quarter beginning after issuance of this Update. The Company does not expect the
provisions of ASU 2010-11 to have a material effect on the financial position,
results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10
(ASU 2010-10), Consolidation (Topic 810): Amendments for Certain Investment
Funds which is effective as of the beginning of a reporting entitys first
annual period that begins after November 15, 2009, and for interim periods
within that first reporting period. Early application is not permitted. The
Companys adoption of provisions of ASU 2010-10 did not have a material effect
on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09
Subsequent Events (ASC Topic 855) Amendments to Certain Recognition and
Disclosure Requirements (ASU No. 2010-09) which requires an entity that
is an SEC filer to evaluate subsequent events through the date that the
financial statements are issued and removes the requirement for an SEC filer to
disclose a date, in both issued and revised financial statements, through which
the filer had evaluated subsequent events. The adoption did not have an impact
on the Companys financial position and results of operations.

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24

In January 2010, FASB issued Accounting Standards Update
(ASU) No. 2010-06, Improving Disclosures about Fair Value
Measurements which amends FASB Accounting Standards Codification (ASC)
820 and clarifies and provides additional disclosure requirements related to
recurring and non-recurring fair value measurements and employers disclosures
about postretirement benefit plan assets. This ASU is effective for interim and
annual reporting periods beginning after December 15, 2009. The adoption of ASU
2010-06 did not have a material impact on the Companys financial statements.

In June 2009, ASC Topic Amendments to FASB interpretation
No. 46(R) which modifies how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated was issued. This topic clarifies that the
determination of whether a company is required to consolidate an entity is based
on, among other things, the entity's purpose and design and a company's ability
to direct the activities of the entity that most significantly impact the
entity's economic performance. This topic requires an ongoing reassessment of
whether a company is the primary beneficiary of a variable interest entity and
also requires additional disclosures about a company's involvement in variable
interest entities and any significant changes in risk exposure due to that
involvement. The topic was effective for fiscal years beginning after November
15, 2009. The adoption of this standard did not have a material impact on our
consolidated results of operations or financial condition.

Effective June 30, 2009, we adopted a new accounting standard
related to the disclosure requirements of the fair value of the financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on our
financial statements.

In May 2009, ASC Topic Subsequent Events was issued
which provides guidance to establish general standards of accounting for and
disclosures of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The topic also
requires entities to disclose the date through which subsequent events were
evaluated as well as the rationale for why that date was selected. The topic is
effective for interim and annual periods ending after June 15, 2009. SFAS 165
requires that public entities evaluate subsequent events through the date that
the financial statements are issued. Subsequent events were reviewed through the
date the financial statements were issued. See note 8 for events occurring
subsequent to May 31, 2010.

In December 2007, ASC Topic Business Combinationswas
issued.The objective of this statement significantly changes the
accounting for business combinations. An acquiring entity will be required to
recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition date fair value with limited exceptions. This topic applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2009. The Company does not expect the adoption of this topic to
have a material impact on the consolidated financial statements.

In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are recognized or
disclosed at fair value on a recurring basis. This standard clarifies how a
company should measure the fair value of liabilities and that restrictions
preventing the transfer of a liability should not be considered as a factor in
the measurement of liabilities within the scope of this standard. This standard
was effective on October 1, 2009. The adoption of this topic did not have a
material impact on the Company's consolidated results of operations or financial
condition.

---

25

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 8.      Financial Statements
and Supplementary Data

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The Report of Independent Registered Public Accounting Firm by
M&K CPAs, PLLC, for the audited financial statements for the year ended May
31, 2010, is included herein immediately preceding the audited financial
statements.

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

FINANCIAL STATEMENTS

For the fiscal years ended May 31, 2010, and May 31, 2009,
  andInception on May 17, 2006, to May 31, 2010





|REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------------
|                                                             
|BALANCE
      SHEETS                                         
|                                                             
|STATEMENTS
      OF OPERATIONS                               
|                                                             
|STATEMENT
      OF STOCKHOLDERS EQUITY (DEFICIT)            
|                                                             
|STATEMENTS
      OF CASH FLOWS                               
|                                                             
|NOTES
      TO THE FINANCIAL STATEMENTS                      

F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors 
  Osprey Ventures, Inc. 
  (An Exploration Stage Company)

We have audited the accompanying balance sheets of Osprey
  Ventures, Inc. (An Exploration Stage Company) as of May 31, 2010 and May 31,
  2009, and the related statements of operations, changes in stockholders' equity
  (deficit), and cash flows for the years then ended. The financial statements for
  the period May 17, 2006 (inception), through May 31, 2008, were audited by other
  auditors whose reports expressed unqualified opinions on those statements. The
  financial statements for the period May 16, 2006 (inception), through May 31,
  2010, include total revenues of $0 and a net loss of $132,800. Our opinion on
  the statements of operations, stockholders equity (deficit) and cash flows for
  the period May 17, 2006 (inception), through May 31, 2008, insofar as it relates
  to amounts for prior periods through May 31, 2008, is based solely on the
  reports of other auditors. These financial statements are the responsibility of
  the Company's management. Our responsibility is to express an opinion on these
  financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audit included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the Company's internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of Osprey
  Ventures, Inc. as of May 31, 2010 and 2009, and the results of its operations,
  changes in stockholders' equity (deficit) and cash flows for the periods
  described above in conformity with accounting principles generally accepted in
  the United States of America.

The accompanying financial statements have been prepared
  assuming that the Company will continue as a going concern. As discussed in Note
  1 to the financial statements, the Company has insufficient working capital,
  which raises substantial doubt about its ability to continue as a going concern.
  Management's plans regarding those matters also are described in Note 1. The
  financial statements do not include any adjustments that might result from the
  outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

August 9, 2010

F-2

---

OSPREY VENTURES, INC.(An Exploration Stage Company)

BALANCE SHEETS

|                                                                                                                                                                                     |   | May
      31, 2010 |   |   | May
      31, 2009 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------------ | - | - | ------------------ | -
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|ASSETS                                                                                                                                                                               |   |                    |   |   |                    |  
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|CURRENT ASSETS                                                                                                                                                                       |   |                    |   |   |                    |  
|Cash                                                                                                                                                                                 | $ | 8,926              |   | $ | 96                 |  
|Prepaid expenses                                                                                                                                                                     |   | 1,200              |   |   | -                  |  
|TOTAL
      ASSETS                                                                                                                                                                   | $ | 10,126             |   | $ | 96                 |  
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                       |   |                    |   |   |                    |  
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|CURRENT LIABILITIES                                                                                                                                                                  |   |                    |   |   |                    |  
|Due to a former
      officer                                                                                                                                                        | $ | -                  |   | $ | 5,000              |  
|Due to an officer and director                                                                                                                                                       |   | 20,000             |   |   | 3,225              |  
|Due to a related
      party                                                                                                                                                         |   | -                  |   |   | 16,041             |  
|Accounts payable and accrued liabilities                                                                                                                                             |   | 3,626              |   |   | 4,276              |  
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|TOTAL
      LIABILITIES                                                                                                                                                              |   | 23,626             |   |   | 28,545             |  
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|STOCKHOLDERS EQUITY (DEFICIT )                                                                                                                                                      |   |                    |   |   |                    |  
|Capital stock (Notes 4 and 6)                                                                                                                                                        |   |                    |   |   |                    |  
|Authorized 
                 200,000,000 shares
      of common stock, $0.001 par value,                                                                                             |   |                    |   |   |                    |  
|Issued and
      outstanding 
                 9,040,000
      and 7,200,000 shares of common stock at May
      31, 
                            2010,
      and 2009, respectively |   | 9,040              |   |   | 7,200              |  
|Additional paid-in
      capital                                                                                                                                                     |   | 110,260            |   |   | 20,100             |  
|                                                                                                                                                                                     |   |                    |   |   |                    |  
|Deficit accumulated during the
      exploration stage                                                                                                                               |   | (132,800           | ) |   | (55,749            | )
|Total stockholders equity (deficit)                                                                                                                                                 |   | (13,500            | ) |   | (28,449            | )
|Total Liabilities and Stockholders Equity
      (Deficit)                                                                                                                           | $ | 10,126             |   | $ | 96                 |  

The accompanying notes are an integral part of these financial
  statements

F-3

---

OSPREY VENTURES, INC.(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

|                                                                             |   |                    |   |   |                    |   |   | Cumulative         |  
|---------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                                             |   |                    |   |   |                    |   |   | results of         |  
|                                                                             |   |                    |   |   |                    |   |   | operations from    |  
|                                                                             |   | Twelve Months      |   |   | Twelve Months      |   |   | May 17, 2006       |  
|                                                                             |   | ended              |   |   | ended              |   |   | (inception) to     |  
|                                                                             |   | May
      31, 2010 |   |   | May
      31, 2009 |   |   | May
      31, 2010 |  
|                                                                             |   |                    |   |   |                    |   |   |                    |  
|EXPENSES                                                                     |   |                    |   |   |                    |   |   |                    |  
|                                                                             |   |                    |   |   |                    |   |   |                    |  
|Bank charges                                                                 | $ | 337                |   | $ | 153                |   | $ | 910                |  
|Loss on currency exchange                                                    |   | (3                 | ) |   | 426                |   |   | 777                |  
|Interest expense on promissory notes /
      advances                        |   | 868                |   |   | 730                |   |   | 1,644              |  
|Contributed administrative support (note 4)                                  |   | -                  |   |   | -                  |   |   | 300                |  
|Consulting                                                                   |   | 15,000             |   |   | -                  |   |   | 15,000             |  
|Office                                                                       |   | 8,334              |   |   | 119                |   |   | 12,247             |  
|Organizational costs                                                         |   | -                  |   |   | -                  |   |   | 300                |  
|Professional fees                                                            |   | 13,952             |   |   | 12,605             |   |   | 49,270             |  
|Corporate services                                                           |   | -                  |   |   | -                  |   |   | 5,000              |  
|Public relations                                                             |   | -                  |   |   | -                  |   |   | 790                |  
|Registration and filing fees                                                 |   | 2,895              |   |   | 4,028              |   |   | 6,923              |  
|Management fees                                                              |   | 4,752              |   |   | 3,225              |   |   | 7,977              |  
|Transfer Agent                                                               |   | 5,975              |   |   | -                  |   |   | 5,975              |  
|Exploration of mineral resource property                                     |   | 20,000             |   |   | -                  |   |   | 20,000             |  
|Travel and meals                                                             |   | 4,941              |   |   | -                  |   |   | 5,687              |  
|                                                                             |   |                    |   |   |                    |   |   |                    |  
|Total expenses                                                               |   | 77,051             |   |   | 21,286             |   |   | 132,800            |  
|                                                                             |   |                    |   |   |                    |   |   |                    |  
|NET LOSS FOR THE PERIOD                                                      | $ | (77,051            | ) | $ | (21,286            | ) | $ | (132,800           | )
|                                                                             |   |                    |   |   |                    |   |   |                    |  
|BASIC AND DILUTED LOSS PER COMMON
      SHARE                                | $ | (0.01              | ) | $ | (0.00              | ) |   |                    |  
|                                                                             |   |                    |   |   |                    |   |   |                    |  
|WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED
      COMMON SHARES OUTSTANDING |   | 7,885,589          |   |   | 7,200,000          |   |   |                    |  

The accompanying notes are an integral part of these financial
  statements

F-4

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)Cumulative from inception May 17, 2006, to May 31, 2010

|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   | Deficit     |   |   |         |  
|-------------------------------------------------------------------------------------------- |  | ------------------ |  | - | ------- |  | - | ------------ |  | - | ----------- | - | - | ----------- | - | - | ------- | -
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   | Accumulated |   |   |         |  
|                                                                                             |  |                    |  |   |         |  |   | Additional   |  |   | Share       |   |   | During the  |   |   |         |  
|                                                                                             |  | (Note 4)           |  |   | Paid-in |  |   | Subscription |  |   | Exploration |   |   |             |  
|                                                                                             |  | Common
      Stock |  |   | Capital |  |   | Receivable   |  |   | Stage       |   |   | Total       |  
|                                                                                             |  | Number of          |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|                                                                                             |  | shares             |  |   | Amount  |  |   |              |  |   |             |   |   |             |   |   |         |  
|Common stock issued for cash at $0.001 per
      share                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|- May 31, 2006 (notes 4 and 6)                                                               |  | 5,000,000          |  | $ | 5,000   |  | $ | -            |  | $ | -           |   | $ | -           |   | $ | -       |  
|- Share Subscription receivable                                                              |  | -                  |  |   | -       |  |   | -            |  |   | (5,000      | ) |   | -           |   |   | -       |  
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the period ended May 31, 2006                                                   |  | -                  |  |   | -       |  |   | -            |  |   | -           |   |   | (300        | ) |   | (300    | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance, May 31, 2006                                                                        |  | 5,000,000          |  |   | 5,000   |  |   | -            |  |   | (5,000      | ) |   | (300        | ) |   | (300    | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Share Subscription Received                                                                  |  | -                  |  |   | -       |  |   | -            |  |   | 5,000       |   |   | -           |   |   | 5,000   |  
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|March 23, 2007 common stock sold in private
      placement offering ($0.01/ share) (note 6) |  | 2,200,000          |  |   | 2,200   |  |   | 19,800       |  |   | -           |   |   | -           |   |   | 22,000  |  
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended May 31, 2007                                                     |  | -                  |  |   | -       |  |   | 200          |  |   | -           |   |   | (12,102     | ) |   | (11,902 | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance, May 31, 2007                                                                        |  | 7,200,000          |  |   | 7,200   |  |   | 20,000       |  |   | -           |   |   | (12,402     | ) |   | 14,798  |  
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended May 31, 2009                                                     |  | -                  |  |   | -       |  |   | 100          |  |   | -           |   |   | (22,061     | ) |   | (21,961 | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance May 31, 2008                                                                         |  | 7,200,000          |  |   | 7,200   |  |   | 20,100       |  |   | -           |   |   | (34,463     | ) |   | (7,163  | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended May 31, 2010                                                     |  | -                  |  |   | -       |  |   | -            |  |   | -           |   |   | (21,286     | ) |   | (21,286 | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance, May 31, 2009                                                                        |  | 7,200,000          |  |   | 7,200   |  |   | 20,100       |  |   | -           |   | $ | (55,749     | ) | $ | (28,449 | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Common stock issued for cash at $0.001 per
      share  Mar 17, 2010 (note 6)               |  | 1,840,000          |  |   | 1,840   |  |   | 90,160       |  |   | -           |   |   | -           |   |   | 92,000  |  
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended May 31, 2010                                                     |  | -                  |  |   | -       |  |   | -            |  |   | -           |   |   | (77,051     | ) |   | (77,051 | )
|                                                                                             |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance May 31, 2010                                                                         |  | 9,040,000          |  | $ | 9,040   |  | $ | 110,260      |  | $ | -           |   | $ | (132,800    | ) | $ | (13,500 | )

The accompanying notes are an integral part of these financial
  statements

F-5

---

OSPREY VENTURES, INC.(An Exploration Stage Company)

STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED MAY
      31, 2010AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO MAY 31,
    2010(With comparative figures for the year ended May 31, 2009)

|                                                                                                            |   |                    |   |   |                    |   |   | Cumulative         |  
|----------------------------------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                                                                            |   |                    |   |   |                    |   |   | results of         |  
|                                                                                                            |   |                    |   |   |                    |   |   | operations from    |  
|                                                                                                            |   |                    |   |   |                    |   |   | May 17, 2006       |  
|                                                                                                            |   | Year ended         |   |   | Year ended         |   |   | (inception) to     |  
|                                                                                                            |   | May
      31, 2010 |   |   | May
      31, 2009 |   |   | May
      31, 2010 |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                        |   |                    |   |   |                    |   |   |                    |  
|Net loss for the period                                                                                     | $ | (77,051            | ) | $ | (21,286            | ) | $ | (132,800           | )
|Adjustments to reconcile
      net loss to net cash used in 
                   
      operating activities |   |                    |   |   |                    |   |   |                    |  
|- contributed administrative
      support by an officer
                     
      (note 4)               |   | -                  |   |   | -                  |   |   | 300                |  
|- prepaid
      expenses                                                                                    |   | (1,200             | ) |   | -                  |   |   | (1,200             | )
|Changes in                                                                                                  |   |                    |   |   |                    |   |   |                    |  
|- due to
      related parties                                                                              |   | -                  |   |   | 3,225              |   |   | 3,225              |  
|- accounts payable and accrued liabilities                                                                  |   | (3,878             | ) |   | (9,496             | ) |   | 401                |  
|NET CASH USED IN OPERATING ACTIVITIES                                                                       |   | (82,129            | ) |   | (27,557            | ) |   | (130,074           | )
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                        |   |                    |   |   |                    |   |   |                    |  
|Proceeds from issuance of common stock                                                                      |   | 92,000             |   |   | -                  |   |   | 119,000            |  
|Proceeds from issuance
      of related party notes payable 
               
      (note 4)                 |   | 20,050             |   |   | 16,044             |   |   | 41,091             |  
|Payments
      on related party notes payable                                                               |   | (21,091            | ) |   | -                  |   |   | (21,091            | )
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|NET CASH
      PROVIDED BY FINANCING ACTIVITIES                                                             |   | 90,959             |   |   | 16,044             |   |   | 139,000            |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|NET CASH
      PROVIDED BY INVESTING ACTIVITIES                                                             |   | -                  |   |   | -                  |   |   | -                  |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|NET INCREASE (DECREASE) IN CASH                                                                             |   | 8,830              |   |   | (11,513            | ) |   | 8,926              |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|CASH, BEGINNING
      OF PERIOD                                                                             |   | 96                 |   |   | 11,609             |   |   | -                  |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|CASH, END
      OF PERIOD                                                                                   | $ | 8,926              |   | $ | 96                 |   | $ | 8,926              |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|There were no significant non-cash transactions
      from inception on May 17, 2006, to May 31, 2010       |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|Supplemental cash flow information:                                                                         |   |                    |   |   |                    |   |   |                    |  
|Cash paid for:                                                                                              |   |                    |   |   |                    |   |   |                    |  
|                                                                                                            |   |                    |   |   |                    |   |   |                    |  
|Interest                                                                                                    | $ | 868                |   | $ | 730                |   | $ | 1,644              |  
|Income taxes                                                                                                | $ | -                  |   | $ | -                  |   | $ | -                  |  

The accompanying notes are an integral part of these financial
  statements

F-6

---

OSPREY VENTURES, INC.(An Exploration Stage Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 1  BASIS OF PRESENTATION

|a) | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Osprey Ventures, Inc. (the Company) was incorporated in
      the state of Wyoming on May 17, 2006, to engage in the acquisition,
      exploration and development of mineral resource properties. The Company is
      considered an exploration stage company as it has not generated revenues
      from its operations.                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|b) | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared in
      conformity with generally accepted accounting principles in the United
      States of America with the assumption that the Company will be able to
      realize its assets and discharge its liabilities in the normal course of
      business rather than through a process of forced liquidation.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Companys significant operating losses raise
      substantial doubt about its ability to continue as a going concern.
      Inherent in the Companys business are various risks and uncertainties,
      including its limited operating history, historical operating losses,
      dependence upon strategic alliances, and the historical success rate of
      mineral exploration.                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As shown in the accompanying financial statements, the
      Company has incurred an accumulated deficit of $132,800 for the period
      from May 17, 2006 (inception), to May 31, 2010, and has no revenue. The
      Companys future success is primarily dependent upon the existence of gold
      or other precious minerals on properties for which the Company owns a
      working interest or an option to acquire an interest. No minerals have yet
      been discovered on the properties. The Companys success will also be
      dependent upon its ability to raise sufficient capital to fund its
      exploration programs and, if gold is discovered, to exploit the discovery
      on a timely and cost- effective basis.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

|a) | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The preparation of financial statements in accordance
      with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities at the
      date of financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|b) | Functional Currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Companys functional currency is the United States
      (U.S.) dollar.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|c) | Cash                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Cash consists of cash on deposit with high quality major
      financial institutions and to date the Company has not experienced losses
      on any of its balances. The carrying amounts approximate fair market value
      due to the liquidity of these deposits. For purposes of reporting cash
      flows, the Company considers all short-term investments with an original
      maturity of three months or less to be cash equivalents. We had no cash
      equivalents at either May 31, 2010 or May 31,
      2009.

F-7

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

|d) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Companys financial instruments consist of cash,
      accounts payable and accrued liabilities and loans from related parties.
      At May 31, 2010, the fair value of the Companys financial instruments
      approximate their carrying value based on their terms and interest
      rates.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|e) | Mineral Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Mineral interest acquisition costs include cash
      consideration and the estimated fair value of common shares issued for
      mineral properties, based on recent share issuances. Exploration and
      development expenditures are expensed in the period incurred until such
      time as the Company establishes the existence of commercial feasibility,
      at which time these costs will be deferred. Administrative expenditures
      are expensed in the period incurred.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Mineral interest acquisition costs and related interest
      & financing costs may be deferred until the property is placed into
      production, sold or abandoned. These costs will be deferred only when and
      if proven and probable reserves have been found to exist. No proven or
      probable reserves are currently known to exist.                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Any deferred costs will be amortized on a
      unit-of-production basis over the estimated proven and probable reserves
      of the property following commencement of commercial production or written
      off if the property is sold, allowed to lapse or abandoned.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On an on-going basis, the Company evaluates the status of
      its mineral properties based on results to date to determine the nature of
      exploration and development work that is warranted in the future. If there
      is little prospect of further work on a property being carried out, the
      deferred costs related to that property are written down to their
      estimated recoverable amount.                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|f) | Loss per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Basic net loss per share is computed by dividing the net
      income available to common shareholders (the numerator) for the period by
      the weighted average number of common shares outstanding (the denominator)
      during the period. The computation of diluted earnings is similar to basic
      earnings per share, except that the denominator is increased to include
      the number of additional common shares that would have been outstanding if
      potentially dilutive common shares had been issued. At May 31, 2010, and
      May 31, 2009, there was no variance between basic and diluted loss per
      share as there were no potentially dilutive securities
      outstanding.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|g) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company accounts for income taxes under the
      provisions of ASC Topic, Accounting for Income Taxes. which requires
      recognition of deferred tax liabilities and assets for the expected future
      tax consequences of events that have been included in the financial
      statements or tax returns. Under this method, deferred tax liabilities and
      assets are determined based on the difference between the financial
      statement and tax bases of assets and liabilities and losses carried
      forward using enacted tax rates in effect for the year in which the
      differences are expected to reverse.                                                                   

F-8

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

|   | The Corporation currently has no issues that create
      timing differences that would mandate deferred tax expense. Net operating
      losses would create possible tax assets in future years. Due to the
      uncertainty as to the utilization of net operating loss carry forwards, a
      valuation allowance has been made to the extent of any tax benefit that
      net operating losses may generate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | No provision for income taxes has been recorded due to
      the net operating loss carry forwards totalling approximately $132,800 as
      of May 31, 2010, that will be offset against future taxable income; these
      operating loss carry forwards expire in various years through 2030. No tax
      benefit has been reported in the financial statements because the
      Corporation believes there is a 50% or greater chance the carry forwards
      will expire unused.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|h) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The accounts of the Companys foreign operations have
      been translated into United States dollars. Assets and liabilities of
      those operations are translated in U.S. dollars using exchange rates as of
      the balance sheet date; income and expenses are translated using the
      average exchange rates for the reporting period. Translation adjustments
      are deferred in accumulated other comprehensive income (loss), a separate
      component of stockholders equity. The translation was not material to
      accumulate in the current fiscal year.                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|i) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company accounts for stock-based compensation issued
      to employees based on ASC Topic Share Based Payment which establishes
      standards for the accounting for transactions in which an entity exchanges
      its equity instruments for goods or services. It also addresses
      transactions in which an entity incurs liabilities in exchange for goods
      or services that are based on the fair value of the entitys equity
      instruments or that may be settled by the issuance of those equity
      instruments.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Topic does not address the accounting for employee
      share ownership plans, which are subject to AICPA Statement of Position
      93-6, Employers Accounting for Employee Stock Ownership
      Plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | It requires an entity to measure the cost of employee
      services received in exchange for an award of equity instruments based on
      the grant-date fair value of the award (with limited exceptions). That
      cost will be recognized over the period during which an employee is
      required to provide service in exchange for the award  the requisite
      service period (usually the vesting period). It further requires that the
      compensation cost relating to share-based payment transactions be
      recognized in financial statements. That cost will be measured based on
      the fair value of the equity or liability instruments issued. The scope of
      the Topic includes a wide range of share-based compensation arrangements
      including share options, restricted share plans, performance-based awards,
      share appreciation rights, and employee share purchase plans.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As at May 31, 2010, the Company had not adopted a stock
      option plan nor had it granted any stock options. Accordingly no
      stock-based compensation has been recorded to
      date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-9

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

|j) | Joint Ventures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | All exploration and production activities are conducted
      jointly with others and, accordingly, the accounts reflect only the
      Companys proportionate interest in such activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|k) | Environmental Protection and Reclamation
      Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The operations of the Company have been, and may in the
      future be affected from time to time in varying degrees by changes in
      environmental regulations including those for future removal and site
      restorations costs. Both the likelihood of new regulations and their
      overall effect upon the Company may vary from region to region and are not
      predictable.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Companys policy is to meet or, if possible, surpass
      standards set by relevant legislation, by application of technically
      proven and economically feasible measures. Environmental expenditures that
      relate to ongoing environmental and reclamation programs will be charged
      against statements of operations as incurred or capitalized and amortized
      depending upon their future economic benefits. The Company does not
      currently anticipate any material capital expenditures for environmental
      control facilities because all property holdings are at early stages of
      exploration. Therefore, estimated future removal and site restoration
      costs are presently considered minimal.                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|l) | Fair Value of financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Disclosures about fair value of financial instruments
      define the fair value of a financial instrument as the amount at which the
      instrument could be exchanged in a current transaction between willing
      parties. The carrying values of the Company's financial instruments, which
      include cash, accounts receivable, and accrued expenses, approximate fair
      values due to the short-term maturities of such instruments.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|m) | Exploration  Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company is considered an exploration-stage company,
      having limited operating revenues during the period presented in
      compliance with ASC Topic Accounting and Reporting of Development Stage
      Companies which requires those companies to report their operations,
      shareholders deficit and cash flows since inception through the date that
      revenues are generated from managements intended operations, among other
      things, Management has defined inception as May 17, 2006. Since inception,
      the company has incurred a net loss of $132,800. Much of this is related
      to professional fees and the first phase of exploration on our optioned
      mining property. Management has provided financial data since May 17, 2006
      (inception), in the financial statements.

NOTE 3  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS

In June 2009, ASC Topic The FASB
  Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted
  Accounting Principles  A Replacement of FASB Statement No. 162 was issued.
  This standard establishes the FASB Accounting Standards Codification(TM) (the
  Codification) as the source of authoritative accounting principles recognized
  by the FASB to be applied by nongovernmental entities in the preparation of
  financial statements in conformity with US GAAP. The Codification does not
  change current US GAAP, but is intended to simplify user
  access to all authoritative US GAAP by providing all the authoritative
  literature related to a particular topic in one place.

F-10

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 3  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS (continued)

The Codification is effective for
  interim and annual periods ending after September 15, 2009, and as of the
  effective date, all existing accounting standard documents were superseded. The
  Codification is effective in the second quarter of the year ending May 31, 2010,
  and accordingly, the Annual Report on Form 10-K for the year ended May 31, 2010,
  and all subsequent public filings will reference the Codification as the sole
  source of authoritative literature. All guidance contained in the Codification
  carries an equal level of authority. The Codification superseded all existing
  non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC
  accounting literature not included in the Codification is non-authoritative. The
  FASB will not issue new standards in the form of Statements, FASB Staff
  Positions or Emerging Issues Task Force Abstracts. Instead, it will issue
  Accounting Standards Updates (ASUs). The FASB will not consider ASUs as
  authoritative in their own right. ASUs will serve only to update the
  Codification, provide background information about the guidance and provide the
  bases for conclusions on the change(s) in the Codification. References made to
  FASB guidance throughout these consolidated financials have been updated for the
  Codification.

In March 2010, the FASB (Financial
  Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU
  2010-11), Derivatives and Hedging (Topic 815): Scope Exception Related to
    Embedded Credit Derivatives. The amendments in this Update are effective
  for each reporting entity at the beginning of its first fiscal quarter beginning
  after June 15, 2010. Early adoption is permitted at the beginning of each
  entitys first fiscal quarter beginning after issuance of this Update. The
  Company does not expect the provisions of ASU 2010-11 to have a material effect
  on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting
  Standards Update 2010-10 (ASU 2010-10), Consolidation (Topic 810):
    Amendments for Certain Investment Funds which is effective as of the
  beginning of a reporting entitys first annual period that begins after November
  15, 2009, and for interim periods within that first reporting period. Early
  application is not permitted. The Companys adoption of provisions of ASU
  2010-10 did not have a material effect on the financial position, results of
  operations or cash flows.

In February 2010, the FASB issued ASU
  No. 2010-09 Subsequent Events (ASC Topic 855) Amendments to Certain
    Recognition and Disclosure Requirements (ASU No. 2010-09) which requires
  an entity that is an SEC filer to evaluate subsequent events through the date
  that the financial statements are issued and removes the requirement for an SEC
  filer to disclose a date, in both issued and revised financial statements,
  through which the filer had evaluated subsequent events. The adoption did not
  have an impact on the Companys financial position and results of
  operations.

In January 2010, FASB issued Accounting
  Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value
    Measurements which amends FASB Accounting Standards Codification (ASC)
  820 and clarifies and provides additional disclosure requirements related to
  recurring and non-recurring fair value measurements and employers disclosures
  about postretirement benefit plan assets. This ASU is effective for interim and
  annual reporting periods beginning after December 15, 2009. The adoption of ASU
  2010-06 did not have a material impact on the Companys financial statements.

F-11

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 3  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS (continued)

In April 2009, the FASB issued ASC
  805-10, Accounting for Assets Acquired and Liabilities assumed in a Business
  Combination That Arise from Contingenciesan amendment of FASB Statement No. 141
  (Revised December 2007), Business Combinations. ASC 805-10 addresses
  application issues raised by preparers, auditors and members of the legal
  profession on initial recognition and measurement, subsequent measurement and
  accounting and disclosure of assets and liabilities arising from contingencies
  in a business combination. ASC 805-10 is effective for assets or liabilities
  arising from contingencies in business combinations for which the acquisition
  date is on or after the beginning of the first annual reporting period beginning
  on or after December 15, 2008. ASC 805-10 will have an impact on our accounting
  for any future acquisitions and its consolidated financial statements.

In May 2009, ASC Topic 855, Subsequent
  Events was issued which established principles and requirements for evaluating
  and reporting subsequent events and distinguishes which subsequent events should
  be recognized in the financial statements versus which subsequent events should
  be disclosed in the financial statements and requires disclosure of the date
  through which subsequent events are evaluated by management. ASC Topic 855 was
  effective for interim periods ending after June 15, 2009 and applies
  prospectively. Because it impacts the disclosure requirements, and not the
  accounting treatment for subsequent events, the adoption of ASC Topic 855 did
  not impact our consolidated results of operations or financial condition. See
  Note 8 for disclosures regarding our subsequent events.

In August 2009, the FASB issued ASU No.
  2009-05, Measuring Liabilities at Fair Value, which provides additional guidance
  on how companies should measure liabilities at fair value under ASC 820. The ASU
  clarifies that the quoted price for an identical liability should be used.
  However, if such information is not available, an entity may use the quoted
  price of an identical liability when traded as an asset, quoted prices for
  similar liabilities or similar liabilities traded as assets, or another
  valuation technique (such as the market or income approach). The ASU also
  indicates that the fair value of a liability is not adjusted to reflect the
  impact of contractual restrictions that prevent its transfer and indicates
  circumstances in which quoted prices for an identical liability or quoted price
  for an identical liability traded as an asset may be considered level 1 fair
  value measurements and was effective October 1, 2009. We are currently
  evaluating the impact of this standard, but would not expect it to have a
  material impact on the our consolidated results of operations or financial
  condition.

Recently Issued Accounting
  Standards

In August 2009, the FASB issued an
  amendment to the accounting standards related to the measurement of liabilities
  that are recognized or disclosed at fair value on a recurring basis. This
  standard clarifies how a company should measure the fair value of liabilities
  and that restrictions preventing the transfer of a liability should not be
  considered as a factor in the measurement of liabilities within the scope of
  this standard. This standard was effective for the Company on October 1, 2009.
  The Company does not expect the impact of its adoption to be material to its
  financial statements.

In October 2009, the FASB issued an
  amendment to the accounting standards related to the accounting for revenue in
  arrangements with multiple deliverables including how the arrangement
  consideration is allocated among delivered and undelivered items of the
  arrangement. Among the amendments, this standard eliminated the use of the
  residual method for allocating arrangement considerations and requires an entity
  to allocate the overall consideration to each
  deliverable based on an estimated selling price of each individual deliverable
  in the arrangement in the absence of having vendor-specific objective evidence
  or other third party evidence of fair value of the undelivered items. This
  standard also provides further guidance on how to determine a separate unit of
  accounting in a multiple-deliverable revenue arrangement and expands the
  disclosure requirements about the judgments made in applying the estimated
  selling price method and how those judgments affect the timing or amount of
  revenue recognition. This standard will become effective for the Company on
  January 1, 2011. The Company does not expect the impact of its adoption to be
  material to its financial statements.

F-12

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 4  RELATED PARTY TRANSACTIONS

In 2006, the Company issued a total of 5,000,000 shares of its
  restricted common stock to two directors (2,500,000 to each) for $5,000
  ($.001/share).

On March 25, 2008, the Companys secretary loaned the Company
  $5,000 in exchange for a promissory note. The note carried a five percent
  interest, matured on June 1, 2010, and was repaid in full on March 23, 2010,
  including accrued interest.

Officers contributed administrative services to the Company for
  certain periods to May 31, 2008. The time and effort was recorded in the
  accompanying financial statements based on the prevailing rates for such
  services, which equaled $50 per hour based on the level of services performed.
  The services were reported as contributed administrative support with a
  corresponding credit to additional paid-in capital. No contributed
  administrative costs have been incurred in the current year to date.

On December 1, 2008, the Company entered into a line of credit
  with a related party to assist in the payment of debts. The line or credit bore
  interest at the rate of 7.5% per annum and was repaid in full, including accrued
  interest on March 23, 2010.

On January 1, 2009, the Company entered into a Management
  Services Agreement with its President and Director to provide certain financial
  and administrative management services for the Company at a rate of Hong Kong
  $5,000 (approximately US $645) per month for a one year period. The contract was
  fully paid in December, 2009 but was not renewed for the current calendar year
  as a result of the lack of available funds from within the Corporations
  operations.

On April 16, 2010, a director of the Company, through a wholly
  owned corporation, loaned the Company $20,000 in exchange for a promissory note.
  The note carries a five percent interest rate and matures on April 30, 2011.
  Accrued interest payable on the note was $126 at May 31, 2010.

NOTE 5  MINERAL PROPERTY

In April, 2007, as amended on May 15, 2009, the Company entered
  into an Option to Purchase and Royalty Agreement to acquire a 25% interest in a
  mining property with no known reserves, in Jiangxi Province, China.

As at May 31, 2010 the Company had incurred $20,000 in costs in
  regards to the first phase exploration program on the optioned Gao Feng mineral
  property.

F-13

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 5  MINERAL PROPERTY (continued)

Under the terms of the Option Agreement, the Company is
  required to:

|a. | Make option exploration expenditures as
      follows:
|-- | ------------------------------------------------------

Exploration Expenditures
      Due Date$20,000
      May 31, 2010 (paid)$40,000
      May 31, 2011$60,000


|b) | Make annual payments of $25,000, commencing May 31, 2012,
      as long as the Company holds any interest in the claim as prepayment of
      the net smelter royalty.                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                       
|c) | Issue 1,000,000 shares of Osprey Ventures, Inc. upon
      completion of a phase I exploration program as recommended by a
      geologist.                                                                                                           
|   |                                                                                                                                                                                                                                                       
|d) | Osprey may acquire an additional 26% of the right, title
      and interest, by the payment of US $25,000 and by incurring an additional
      US $100,000 in exploration expenditures on the Property on or before May
      31, 2012.               
|   |                                                                                                                                                                                                                                                       
|e) | In addition to the above terms, the optionor is to retain
      a three percent net smelter royalty. Osprey has a right to purchase
      one-half of the Royalty by paying to the optionor the sum of US $500,000
      per Royalty percentage point.

NOTE 6  CAPITAL STOCK

|a) | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In 2006 the Company issued 5,000,000 of its common stock
      at a price of $0.001 per share for proceeds of $5,000. The offering was
      made pursuant to section 4(2) of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In 2007, the Company offered for sale 3,000,000 shares of
      its common stock at a price of $0.01 per share. The Company sold 2,200,000
      shares for net proceeds of $22,000. The offering was made pursuant to Rule
      903 of Regulation S of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In late 2008 and early 2009, the Company took receipt of
      $92,000 in payment for 1,840,000 shares of its common stock at a price of
      $0.05 per share issued under an S-1 registration statement dated September
      5, 2008, which became effective on September 18, 2008. The shares were
      originally paid for by placees in Shanghai, China but the Board had
      significant issues opening corporate bank accounts in China for a foreign
      entity. As a result, most of the funds became stale dated by mid 2009. It
      took a length of time to establish new banking relationships, get the
      funds reissued for deposit in North America and deposited into the banking
      system; all the funds have now been received and have cleared both U.S.
      and Chinese banking systems. On January 15, 2010, the Corporation issued
      treasury orders regarding the issuance of 1,840,000 shares that were sold
      under the S-1 registration statement.

F-14

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 6  CAPITAL STOCK (continued)

|b) | Stock Options                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                         
|   | The Company does not have a stock option plan and no
      options or rights to acquire options have been
      granted.

NOTE 7  INCOME TAXES

The Company accounts for income taxes under the asset and
  liability method prescribed by ASC Topic Accounting for Income Taxes. This
  approach requires the recognition of deferred tax assets and liabilities for the
  expected future tax consequences attributable to temporary differences between
  the carrying amounts and the tax bases of assets and liabilities. Deferred tax
  assets and liabilities are measured using enacted tax rates expected to be
  applicable to taxable income in the years in which those temporary differences
  are expected to be recovered or settled. The effect on deferred tax assets and
  liabilities of a change in tax rates is recognized in income in the period that
  includes the enactment date. Valuation allowances are established when necessary
  to reduce deferred tax assets to the amounts expected to be realized.

In addition, effective June 1, 2007, the Company adopted ASC
  740-10, Accounting for Uncertainty in Income Taxes, which clarifies the
  criteria that an individual tax position must satisfy for some or all of the
  benefits of that position to be recognized in a companys financial statements.
  ASC 740-10 prescribes a recognition threshold of more likely than not, and a
  measurement attribute for all tax positions taken or expected to be taken on a
  tax return, in order for those tax positions to be recognized in the financial
  statements. The Company did not record any transition adjustment as a result of
  the adoption of ASC 740-10.

The Company recognizes accrued interest and penalties related
  to potential liability for uncertain tax positions as a component of tax
  expense. This policy did not change as a result of the adoption of ASC 740-10.
  No penalties were recognized during fiscal 2010 or fiscal 2009.

No provision for income taxes has been recorded due to the net
  operating loss carry forwards totalling approximately $132,800 as of May 31,
  2010, that will be offset against future taxable income. The available net
  operating loss carry forwards expire in various years through 2030. No tax
  benefit has been reported in the financial statements because the Corporation
  believes there is a 50% or greater chance the carry forwards will expire unused.

May 312010
      
      2009Accumulated Deficit
      $
      132,800
      $
      55,749Statutory Rate
      $
      34%
      $
      34%Income tax recovery at statutory rate
      $
      45,152
      $
      18,955Less valuation allowance
      
      (45,152)
      
      (18,955)Net deferred income tax asset
      
      ---
      
      ---


F-15

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2010

NOTE 8  SUBSEQUENT EVENTS

On July 23, 2010, the Board of Directors, upon the
  recommendation of the Nominating and Corporate Governance Committee approved the
  resignation of Yiu Yeung Lung James as director and officer of the Corporation.
  Mr. Yiu is involved in other business ventures which do not allow adequate time
  to devote to the affairs of the Corporations business plan which have
  precipitated his resignation for Osprey. On the same day the Board of Directors
  approved the appointment of Ma Cheng Ji as President, Chief Executive Officer,
  Secretary, Treasurer and Chief Financial Officer.

There are no other subsequent events upon which to report.
  Subsequent events have been evaluated through the date of this financial report
  as being the latest practicable and most reasonable date for which to evaluate
  and include subsequent events in this report.

F-16

---

26

Item 9.      Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

On September 24, 2008, Mackay, LLP, Chartered Accountants
(Mackay) resigned as our principal independent accountants. Mackay had been
our principal independent accountants and had reported on the financial
statements for the fiscal years ended May 31, 2007 and May 31, 2008.

The Company engaged M&K CPAs, PLLC, of Houston, Texas
(M&K) to assume the role of its new principal independent accountants.
Osprey signed the M&K engagement letter on September 19, 2008, after M&K
completed its internal procedures related to new client acceptance.

Item 9A(T). Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to our management, including our
principal executive officer (our president) and our principal accounting and
financial officer (our chief financial officer and treasurer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Our management does not expect that our disclosure controls or
our internal controls over financial reporting will prevent all error and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

As of May 31, 2010, the year end period covered by this report,
we carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and our principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
chief financial officer concluded that our disclosure controls and procedures
were ineffective as of the end of the period covered by this annual report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the fiscal year ended May 31,
2010, that have materially or are reasonably likely to materially affect, our
internal controls over financial reporting.

Management's Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act, and assessed the effectiveness of our internal control
over financial reporting as of May 31, 2010. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. A material
weakness is a deficiency or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a
material misstatement of the companys annual or interim financial statements
will not be prevented or detected on a timely basis. We have identified the
following material weaknesses.

---

27

| | 1. | As of May 31, 2010, we did not maintain effective
      controls over the control environment. Specifically, we have not developed
      and effectively communicated to our employees our accounting policies and
      procedures. This has resulted in inconsistent practices. Further, the
      Board of Directors does not currently have any independent members and no
      director qualifies as an audit committee financial expert as defined in
      Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs
      have a pervasive effect across the organization, management has determined
      that these circumstances constitute a material weakness.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | As of May 31, 2010, we did not maintain effective
      controls over financial statement disclosure. Specifically, controls were
      not designed and in place to ensure that all disclosures required were
      originally addressed in our financial statements. Accordingly, management
      has determined that this control deficiency constitutes a material
      weakness.                                                                                                                                                                                                                                                                                                   

Because of these material weaknesses. management has concluded
that the Company did not maintain effective internal control over financial
reporting as of May 31, 2010, based on the criteria established in Internal
Control-Integrated Framework issued by COSO.

This annual report does not include an attestation report of
the companys independent registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to the
attestation by the companys registered public accounting firm pursuant to
temporary rules of the SEC that permit the company to provide only managements
report.

Item 9B. Other Information

None.

---

28

PART III

Item 10.    Directors, Executive Officers and
Corporate Governance

The following individuals serve as the directors and executive
officers of our company as of the date of this annual report. All directors of
our company hold office until the next annual meeting of our shareholders or
until their successors have been elected and qualified. The executive officers
of our company are appointed by our board of directors and hold office until
their death, resignation or removal from office.

|            | Position Held with Our                                                                 |     | Date First Elected
|----------- | -------------------------------------------------------------------------------------- | --- | ------------------
|Name        | Company                                                                                | Age | or Appointed      
|Ma Cheng Ji | Chief Executive Officer
      Chief Operating Officer Chief Financial Officer Director | 63  | September 13, 2008

None of the directors or officers has professional or technical
accreditation in the exploration, development or operations of mining or mining
related projects. During the past year, our former president, Mr. Yiu, spent
approximately 10% of his time (approximately 6 hours per week) on the affairs of
Osprey. For the coming year, it is anticipated that Mr. Mas time commitment and
requirement will remain approximately the same. Mr. Ma is the Managing Director
of Jiujiang and has spent approximately 25% of his time (15 hours per week) on
its affairs.

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

(Jack) Ma Cheng Ji, Director

Mr. (Jack) Ma Cheng Ji our President, Secretary, Treasurer,
Chief Executive and Chief Financial Officer and sole director (as of July 23,
2010, and is the Managing Director of Jiujiang Gaofeng Mining Industry Company,
a production and exploration mining company focused in the Central China region
(Ospreys optioned mineral property in China is owned and operated by Jiujiang).
Mr. Ma is also the President of Shanghai Trust Investment Consultant Co., Ltd,
where he specializes in research and analysis of Asian public equity markets; he
also provides management consultation to both public and private enterprises.
Mr. Ma graduated in 1961 with a Bachelors degree in publishing from Shanghai
Publishing College and received a postgraduate degree in comparative literature
from Japan University in Tokyo in 1989. He is also a director of Biopack
Environmental Solutions  OTC-BB BPAC.

Involvement in Certain Legal Proceedings

During the past five years, none of our officers, directors,
promoters or control persons have had any of the following events occur:

- a bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- conviction in a criminal proceeding or being subject to a pending criminal
  proceeding, excluding traffic violations and other minor offenses;
- being subject to any order, judgement or decree, not substantially
  reversed, suspended or vacated, of any court of competent jurisdiction,
  permanently enjoining, barring, suspending or otherwise limiting his
  involvement in any type of business, securities or banking business; and/or
- being found by a court of competent jurisdiction, in a civil action, the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgement has not been reversed,
  suspended or vacated.

---

29

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of our common stock to
file with the SEC initial statements of beneficial ownership, reports of changes
in ownership and annual reports concerning their ownership of our common stock
and other equity securities, on Forms 3, 4 and 5 respectively. Executive
officers, directors & greater than 10% shareholders are required by the SEC
regulations to furnish us with copies of all Section 16(a) reports that they
file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended May 31, 2010, all filing requirements applicable
to our officers, directors and greater than 10% percent beneficial owners were
complied with , with the exception of the following:

|Name                 | Number of    | Number of Transactions | Failure to File
|-------------------- | ------------ | ---------------------- | ---------------
|                     | Late Reports | Not Reported on a      | Required       
|                     |              | Timely Basis           | Forms          
|James Yiu Yeung Lung | 2(1)         | 2(1)                   | 2              
|Ma Cheng Ji          | 2(2)         | 2 (2)                  | 2              

(1) James Yiu Yeung Lung failed to file
a Form 3  Initial Statement of Beneficial Ownership of Securities and failed to
file a Form 5  Annual Statement of Changes in Beneficial Ownership. (2) Ma
Cheng Ji failed to file a Form 3  Initial Statement of Beneficial Ownership of
Securities and failed to file a Form 5  Annual Statement of Changes in
Beneficial Ownership.

Code of Ethics

Our board of directors on April 22, 2008, adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. Our Code of Business Conduct and
Ethics Program was filed as an exhibit to our Form S-1 filed with the SEC on
September 05, 2008.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an audit committee financial
expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and is independent
as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

Web Site

Osprey maintains a Web site at osprey-ventures-inc.com and
e-mail at ospreyventures@gmail.com.

Item 11. Executive Compensation

(a) General

The particulars of the compensation paid to the following
persons:

---

30

| | (a) | our principal executive officer;                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended May 31, 2010, and 2009; and                                                                      
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the years ended May
      31, 2010, and 2009,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year.

(b) Summary Compensation Table

|                                                | Fiscal |        |       |        |            | Options         |        
|----------------------------------------------- | ------ | ------ | ----- | ------ | ---------- | --------------- | -------
|Name and                                        | Year   |        |       | Stock  | Securities | Awards (Value   | Total  
|Principal                                       | Ended  |        |       | Awards | Underlying | of Options) ($) | Compen-
|Position                                        | May 31 | Salary | Bonus | ($)    | Options    | (5)             | sation 
|James Yiu Yeung Lung
      President & Director | 2010   | $4,752 | $0    | $0     | Nil        | $0              | $0     
|James Yiu Yeung Lung Pres. & Dir.               | 2009   | $3,225 | $0    | $0     | Nil        | $0              | $0     
|Bruce Jackson President &
      Director        | 2008   | $0     | $0    | $0     | Nil        | $0              | $0     

Effective January 31, 2009, Osprey entered into a Management
Services Agreement with Mr. James Yiu Yeung Lung at a rate of HK $5,000 per
month (approximately US $645) whereby he provided management and financial
consulting services to Osprey. During the current fiscal year he received $4,752
under that agreement. There are no other plans to additionally compensate him in
the near future, unless and until we begin to realize revenues and become
profitable in our business. That agreement was terminated on December 31, 2010,
as a result of our inability to develop the necessary cash flows to fund the
expense. The fair market value of the 5,000,000 shares of Osprey originally
issued to Messrs.

Stephen Jackson and Bruce Jackson in October, 2006 for cash
consideration of $5,000 and subsequently sold and transferred to Messrs Yiu and
Ma did not exceed the $0.001 per share that they paid for the shares.

(c) Options Grants During the Last Fiscal Year / Stock
Option Plans

We do not currently have a stock option plan in favour of any
director, officer, consultant or employee of our company. No individual grants
of stock options, whether or not in tandem with stock appreciation rights known
as SARs or freestanding SARs have been made to any executive officer or director
since our inception; accordingly, no stock options have been granted or
exercised by any of the officers or directors since we were founded.

(d) Aggregated Options Exercises in Last Fiscal Year

No individual grants of stock options, whether or not in tandem
with stock appreciation rights known as SARs or freestanding SARs have been made
to any executive officer or any director since our inception; accordingly, no
stock options have been granted or exercised by any of the officers or directors
since we were founded.

---

31

(e) Long-Tem Incentive Plans and Awards

We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance. No individual
grants or agreements regarding future payouts under non-stock price-based plans
have been made to any executive officer or any director or any employee or
consultant since our inception; accordingly, no future payouts under non-stock
price-based plans or agreements have been granted or entered into or exercised
by any of the officers or directors or employees or consultants since we were
founded.

(f) Compensation of Directors

The members of the Board of Directors are not compensated by
Osprey for acting as such. Directors are reimbursed for reasonable out-of-pocket
expenses incurred. There are no arrangements pursuant to which directors are or
will be compensated in the future for any services provided as a director.

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

(g) Employment Contracts, Termination of Employment,
Change-in-Control Arrangements

There are no employment or other contracts or arrangements with
our officers or directors other than those disclosed in this report. There are
no compensation plans or arrangements, including payments to be made by Osprey,
with respect to the officers, directors, employees or consultants of Osprey that
would result from the resignation, retirement or any other termination of such
directors, officers, employees or consultants. There are no arrangements for
directors, officers or employees that would result from a change-in-control.

(h) Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

(i) Family Relationships

There are no family relationships between any of our directors,
  executive officers or directors.

|Item 12. | Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters
|-------- | --------------------------------------------------------------------------------------------------

(a) Security Ownership of Certain Beneficial Owners

The following table sets forth, as of the date of this report,
the total number of shares owned beneficially by each of our directors, officers
and key employees, individually and as a group, and the present owners of 5% or
more of our total outstanding shares. The shareholder listed below has direct
ownership of his shares and possesses sole voting and dispositive power with
respect to the shares.

|                     | Name and Address of
      Beneficial                                                  | Amount & Nature of                      | Percentage
|-------------------- | ------------------------------------------------------------------------------------- | --------------------------------------- | ----------
|Title of
      Class | Owner [1] [2] [4]                                                                     | Beneficial Ownership [3]                | of Class  
|Common stock         | James Yiu Yeung
      Lung Suite 905, 9 Floor, 338 Kings Road, North Point, Hong Kong | 2,500,000 
      Beneficial
      Owner | 27.7%     
|                     |                                                                                       |                                         |           
|Common stock         | Ma Cheng Ji
      Ste. 706 - No. 1277 Ding Xi Road Shanghai, China 200050             | 2,500,000 
      Beneficial
      Owner | 27.7%     

---

32

| | [1] | The person named above may be deemed to be a parent and
      promoter of Osprey, within the meaning of such terms under the
      Securities Act by virtue of his direct and indirect stock holdings.
      Messrs. Yiu and Ma are the only promoter(s) of Osprey Ventures,
    Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [2] | The persons named above do not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | [3] | As of May 31, 2010, and the date of this
report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | [4] | A beneficial owner of a security includes any person who,
      directly or indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, upon exercise of an option) within 60 days of the
      date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to
      include the amount of shares beneficially owned by such person (and only
      such person) by reason of these acquisition rights. As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the persons actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      the date of this report. as of which there were 9,040,000 shares of our
      common stock issued and outstanding.

(b) Security Ownership of Management

The following table sets forth the names and addresses of each
of our directors and officers and their respective date of commencement of their
term with Osprey. All directors and officers hold office until our next annual
general meeting of shareholders or until a successor is appointed.

|                     | Name and Address of
      Beneficial Owner [1]                                                                            | Amount & Nature of       | Percentage
|-------------------- | ------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------
|Title of
      Class | [3]                                                                                                                       | Beneficial Ownership [2] | of Class  
|Common stock         | Ma Cheng Ji
      Ste. 706 - No. 1277 Ding Xi Road Shanghai, China 200050
      Director and officer since Sept. 13, 2009 | 2,500,000                | 27.7      

| | [1] | As of May 31, 2010, and the date of this
report.                                                                                                                                                                                                                      
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | [2] | Common shares beneficially owned, directly or indirectly,
      or over which control or direction is exercised, as at the date hereof
      based upon information furnished to Osprey by individual directors and
      officers. All such shares are held directly.
| | [3] | The person named above does not have any specified rights
      to acquire, within sixty (60) days of the date of this report any options,
      warrants or rights and no conversion privileges or other similar
      obligations exist.                            

The directors, officers and other members of management of
Osprey, as a group, beneficially own, directly or indirectly, 5,000,000 of our
common shares, representing 55.3% of the total issued and outstanding securities
of Osprey as of May 31, 2010, and the date of this report.

There are no outstanding stock options.

(c) Equity Compensation Plans

We do not have a stock option plan in favour of any director,
officer, consultant or employee of our company.

---

33

(d) Changes in Control

We do not anticipate at this time any changes in control of
Osprey. There are no arrangements either in place or contemplated which may
result in a change of control of Osprey. There are no provisions within our
Articles or Bylaws that would delay or prevent a change of control.

Item 13. Certain Relationships and Related Transactions, and
Director Independence

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction or proposed transaction since the year ended May 31, 2009, in which
the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the current fiscal year ended May
31, 2010, and for fiscal year ended May 31, 2009, for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports on Form 10-Q and services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for these
fiscal periods were as follows:

|                   | Year Ended  
|------------------ | ------------
|                   | May 31, 2010
|Audit Fees         | $4,500      
|Audit Related Fees | $4,950      
|Tax Fees           | Nil         
|All Other Fees     | Nil         
|Total              | $9,450      

Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2010, for professional services rendered by the principal accountant for
the audit of our annual financial statements and the review of financial
statements included in our filed Form 10Qs were approximately $9,450 as compared
to $10,146 for the similar period of the preceding fiscal year and for the
period from inception on May 17, 2006, to May 31, 2010, the amount was
approximately $21,550.

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2009, for assurance and related services by the principal
accountant that are reasonably related to the performance of the audit or review
for the audit or review of our annual financial statements and the review of
financial statements and are not reported under the previous item, Audit Fees,
was approximately $0 (nil) and $0 (nil) for the similar period last year and for
the period from inception on May 17, 2006, to May 31, 2010, the amount was
approximately $0 (nil).

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2010, and 2009 for professional services rendered by the principal
accountant for tax compliance and tax planning was approximately $0 and for the
period from inception on May 17, 2006, to May 31, 2010, the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2010 and 2009 for products and services provided by the principal
accountant other than the services reported above was $0 and for the period from
inception on May 17, 2006, to May 31, 2010, the amount was $0.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

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34

PART IV

Item 15. Exhibits, Financial Statement Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 
|    |                     
|(b) | Exhibits            

| | Exhibit No. | Description                                                                                                                                                                                                                                                                      
| | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (3)         | Articles
        of Incorporation and By-laws                                                                                                                                                                                                                                    
| | 3.1         | Articles of Incorporation (incorporated
        by reference from our Report on Form S-1 filed on September 5, 2008)                                                                                                                                                             
| | 3.2         | Bylaws (incorporated
        by reference from our Report on Form S-1 filed on September 05, 2008)                                                                                                                                                                               
| |             |                                                                                                                                                                                                                                                                                  
| | (10)        | Material
        Contracts                                                                                                                                                                                                                                                       
| | 10.1        | Option to Purchase and Royalty
        Agreement between Osprey Ventures, Inc. and Jiujiang Gao Feng Mining Industry
        Limited Company (incorporated by reference from our Report on Form S-1
        filed on September 05, 2008)                                         
| | 10.2        | Code of Business
        Conduct & Ethics and Compliance Program (incorporated by reference
        from our Report on Form S-1 filed on September 05, 2008)                                                                                                                     
| | 10.3        | First Amendment to Option to
        Purchase and Royalty Agreement) between Osprey Ventures, Inc. and Jiujiang
        Gao Feng Mining Industry Limited Company dated May 15, 2009 incorporated
        by reference from our Annual Report on Form 10K filed on August 29, 2009
| |             |                                                                                                                                                                                                                                                                                  
| | (31)        | Section 302 Certification                                                                                                                                                                                                                                                        
| | 31.1 *      | Section
        302 Certification - Certification of Ma Cheng Ji as Chief Executive Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002                                                             
| | 31.2 *      | Section
        302 Certification - Certification of Ma Cheng Ji as Chief Financial Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002                                                             
| |             |                                                                                                                                                                                                                                                                                  
| | (32)        | Section 906 Certification                                                                                                                                                                                                                                                        
| | 32.1 *      | Section
        906 Certification - Certification of Ma Cheng Ji as Chief Executive Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                                                             
| | 32.2 *      | Section
        906 Certification - Certification of Ma Cheng Ji as Chief Financial Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002                                                             

* Filed herewith

---

35

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 by the undersigned, thereunto duly authorized.

OSPREY VENTURES, INC. (Registrant)

| | By:   | /s/  Brent Welke                                                                                              
| | ----- | ----------------------------------------------------------------------------------------------------------------
| |       | Brent Welke ,
      President, Secretary, Treasurer and Director (Principal                                     
| |       | Executive Officer, Chief
      Executive Officer, Principal Financial Officer and Chief Financial
      Officer)
| | Date: | January 6, 2011                                                                                                 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

| | By:   | /s/	“Brent Welke”                                                                                               
| | ----- | ----------------------------------------------------------------------------------------------------------------
| |       | Brent Welke, President, Secretary, Treasurer and Director (Principal                                            
| |       | Executive Officer, Chief Executive Officer, Principal Financial Officer and                                     
| |       | Chief Financial Officer)                                                                                        
| |       |                                                                                                                 
| | By:   | /s/ Ma Cheng Ji                                                                                               
| |       | Ma Cheng Ji,
      President, Secretary, Treasurer and Director (Principal                                      
| |       | Executive Officer, Chief
      Executive Officer, Principal Financial Officer and Chief Financial
      Officer)
| |       |                                                                                                                 
| | Date: | January 6, 2011                                                                                                 

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