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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

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

For the fiscal year ended MAY 31, 2009

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

For the transition period from _______ to _______

Commission file number: 333-148625

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.)
|                                                         |                                     
|Unit 905, 9 Floor, Two Chinachem Exchange Square         |                                     
|338 Kings Road, North Point, Hong Kong                   |                                     
|(Address of principal executive offices)                 | (Zip Code)                          

Issuers U.S. telephone number: (888) 755-9766Issuer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 [   ]    No [X]

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: 7,200,000 common shares at $0.05* = $360,000. (* -
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.
**7,200,000 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, 
  2008; 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 2009 filed herewith;

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**TABLE OF CONTENTS**

Item
      1
    Description
      of BusinessItem
      1A
    Risk
      FactorsItem
      1B
    Unresolved
      Staff CommentsItem
      2
    PropertiesItem
      3
    Legal
      ProceedingsItem
      4
    Submission
      of Matters to a Vote of Security HoldersItem
      5
    Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity SecuritiesItem
      6
    Selected
      Financial DataItem
      7
    Managements
      Discussion and Analysis of Financial Condition and Results of OperationsItem
      7A
    Quantitative
      and Qualitative Disclosure of Market RiskItem
      8
    Financial
      Statements and Supplementary DataItem
      9
    Changes
      in and Disagreements With Accountants on Accounting and Financial
      DisclosureItem
      9A(T)
    Controls
      and ProceduresItem
      9B
    Other
      InformationItem
      10.
    Directors,
      Executive Officers and Corporate GovernanceItem
      11
    Executive
      CompensationItem
      12
    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder MattersItem
      13
    Certain
      Relationships and Related Transactions, and Director IndependenceItem
      14
    Principal
      Accountant Fees and ServicesPart
      15
    Exhibits,
      Financial Statements and Schedules


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3

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.

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.                                                                                                         

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4

| | 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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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 8 Hart Avenue,
15th Floor, Flat D, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number in
North America is (888) 755-9766.

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.

The Corporations S-1 registration statement whereby we raised
$92,000 through an initial public offering at a price of $0.05 per share was
filed with the Securities and Exchange Commission (the SEC) on September 5,
2008 and came effective on September 18, 2008. 1,840,000 shares were allotted
when the closing occurred but no shares were issued in the current fiscal year.

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the initial exploration of
the Gao Feng property to determine if there are commercially exploitable
deposits of gold and silver. Gao Fenglin, Senior Engineer, recommends a
two-phase exploration program to properly evaluate the potential of the
property. Exploration will determine if gold exists on the property and if any
gold which is found can be economically extracted and profitably processed.

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5

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

It is our intention and that of Jiujiang to retain the services
  of the Jiujiang Geological Engineering Group Company and Gao Fenglin prior to
  the commencement of the first phase of the work program who will assess the
  results of the program upon receipt of the report.



Item 1ARisk 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 $55,749. 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
significant 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:

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6

- 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.

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, 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 have to 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. Should Osprey decide not to proceed
with phase II of the exploration program, we will have to cease operations.

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.

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 plans will adversely affect the success of our business.

Because Mr. James Yiu Yeung Lung, 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

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7

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.

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

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8

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.

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 8 Hart Avenue, 15th Floor,
Flat D, Tsim Sha Tsui, Kowloon, Hong Kong. Our North American 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:

We have optioned a 25 percent interest
in the Gao Feng Mining Property, a gold exploration and mining property, located
in Jiangxi Province, China, approximately 8 hours by aircraft and ground
transportation west of Shanghai (1,000 miles). We can acquire an interest in the
property by making certain expenditures and carrying out exploration work.

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9

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.

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

Our last Annual General Meeting was held on November 24, 2008
at which time stockholders approved the following actions:

|1. | received and approved the financial statements of the
      Corporation for its financial year ended May 31, 2008 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;
|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, 2009.          

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. Island Stock
Transfer of 100  2nd Avenue, South, Suite 705 S, St. Petersburg, FL
33701 is our stock transfer agent. They can be contacted by telephone at (727)
289-0019 and by facsimile at (727) 289-0069.

On May 31, 2009 the shareholders' list of our common shares
showed 10 registered shareholders holding 7,200,000 shares; there are no shares
held by broker-dealers. There are 7,200,000 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 8 Hart Avenue,
15th Floor, Flat D, Tsim Sha Tsui, Kowloon, Hong Kong. Our U.S. 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.

---

10

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, 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;                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

To date we have not advanced any funds for the implementation
of phase I of the planned exploration program; 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, 2008 (the Report), in which his firm
recommends 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. Over the next nine months we intend to complete the
first phase of the exploration plan. If our initial exploration efforts are
favourable we intend to proceed with longer term exploration.

Initially, we will run a grid over the entire property and
review maps of the results of any past reported geological and geochemical
programs correlating all past information to our grid; then we will complete a
geological survey to evaluate certain specific targets previously identified.
Phase 1 will establish a base line grid with 25-meter stations and cross lines
run every 50 meters for 100 meters each side of the baseline. We will then
relate previous ground and airborne electromagnetic surveys over the grid.
Samples taken from various locations will be 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 the reporting of 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,

---

11

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 EndedMay 312009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      21,286
      
      $
      22,061Net Profit (Loss)
      $
      (21,286
      )
      $
      (22,061
      )


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, 2009 was $16,044. In the
fiscal year ended May 31, 2008 $5,000 cash was provided by financing activities
as the result of an advance from a related party). Net cash provided by
financing activities from inception on May 17, 2006 was $48,044 ($27,000 as
proceeds received from sales of our common stock and $21,044 as an advance from
an officer or related party).

Revenue

We have not earned any revenues since our inception.

Expenses

Our operating expenses for the year ended May 31, 2009 and 2008
are outlined in the table below:

Year Ended May 312009
      
      
      2008Banking and Related Charges
      $
      579
      
      $
      670Interest Expense on Promissory Note & Advances
      
      730
      
      
      46Professional Fees
      
      12,605
      
      
      14,313Office Expenses
      
      119
      
      
      1,932Management Fees
      
      3,225
      
      
      0Registration and Filing Fees
      
      4,028
      
      
      0Corporate Services
      
      0
      
      
      5,000Contributed Services
      
      0
      
      
      100TOTAL
      $
      21,286
      
      $
      22,061


Operating expenses for the year ended May 31, 2009, decreased
by 3.5% as compared to the comparative period in 2008.

During the year ended May 31, 2009 Osprey incurred operating
expenses of $21,286 as compared to $22,061 for the prior year and a total of
$55,749 for the period from inception on May 17, 2006 to May 31, 2009. The costs
incurred can be further subdivided into the following categories.

BANKING AND RELATED CHARGES: $579 in banking and related
charges which includes losses on currency exchange were incurred in the current
fiscal year while $670 was incurred for the year ended May 31, 2008. For the
period May 17, 2006 (inception) through May 31, 2009 Osprey has incurred a total
of $1,353 on such expenses.

INTEREST EXPENSE ON PROMISSORY NOTES AND ADVANCES: $730 in
interest costs regarding notes payable and advances from officers and related
parties were incurred in the current fiscal year while $46 was incurred for the
period ended May 31, 2008. For the period May 17, 2006 (inception) through May
31, 2009 Osprey has incurred a total of $776 on such expenses.

---

12

PROFESSIONAL FEES: Osprey incurred $12,605 in professional fees
for the fiscal year ended on May 31, 2009 as compared to $14,313 for the
previous fiscal year. From inception to May 17, 2006 we have incurred $35,318 in
professional fees mainly spent on legal and accounting matters. This expense
category will vary depending on corporate capital raising activities.

OFFICE EXPENSES: $119 in office costs were incurred in the past
year. By comparison, $1,932 was incurred for previous fiscal year ended May 31,
2008. For the period May 17, 2006 (inception) through May 31, 2009 a total of
$3,913 has been spent on office related expenses. Office costs decreased in the
most recent year as we had completed the filing of our S-1 registration
statement and Osprey was largely inactive through the period while subscriptions
under the S-1 were sold.

MANAGEMENT FEES AND COMPENSATION: On January 1, 2009, we
entered into a management services agreement with James Yiu, our senior officer
and directors to manage the affairs of Osprey through the payment of HK $5,000
per month for a one year period. $3,225 in management fee costs were incurred in
the current fiscal year while $0 was incurred for the year ended May 31, 2008.
For the period May 17, 2006 (inception) through May 31, 2009 Osprey has incurred
$3,225 on such expenses.

REGISTRATION AND FILING FEES: We incurred $4,028 in
registration and filing fees for the year ended May 31, 2009 and nil ($0) for
the year ended May 31, 2008. For the period May 17, 2006 (inception) through May
31, 2008, $4,028 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 in
the current fiscal year while $5,000 was incurred for the year ended May 31,
2008. For the period May 17, 2006 (inception) through May 31, 2009 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, 2009 while $100
was incurred in the year ended May 31, 2008. For the period May 17, 2006
(inception) through May 31, 2008 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 former 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.

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 2008 - 2009 or
from the date of inception.

At the end of the current fiscal year, May 31, 2009 and as of
the date of this report, Osprey had 7,200,000 common shares issued and
outstanding.

Liquidity and Financial Condition

Working CapitalAt May 31,
    
    
    At May 31,2009
    
    
    2008Current Assets
    $
    96
    
    $
    11,609Current Liabilities
    $
    28,545
    
    $
    18,772Working Capital
    $
    (28,449
    )
    $
    (7,163
    )


---

13

Cash FlowsAt May 31,
    
    
    At May 31,2009
    
    
    2008Net Cash Used in Operating Activities
    $
    (27,557
    )
    $
    (16,589
    )Net Cash Provided by (Used In) Investing Activities
    $
    0
    
    $
    0Net Cash Provided by Financing Activities
    $
    16,044
    
    $
    5,000Decrease In Cash During The Period
    $
    11,513
    
    $
    (11,589
    )


As of May 31, 2009, our company had a working capital deficit
of $28,449.

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006 to May 31, 2009 was $48,044 as a result of proceeds received from the
sale of our common stock, notes payable and advances from officers and related
parties. During that same period, the following table indicates how those
proceeds have been spent to date:

Bank and Related Charges
    $
    1,353Interest Payable on Promissory Notes & Advances
    
    776Professional Fees
    
    35,318Office Expenses
    
    3,913Organizational Costs
    
    300Public Relations
    
    790Registration and Filing Fees
    
    4,028Travel, Meals and Entertainment Expenses
    
    746Management Fees
    
    3,225Corporate Services
    
    5,000Total Use of Proceeds to May 31, 2009
    $
    55,449


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 2009 - 2010. Management projects that
we may require $200,000 to fund our ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

Operating expenses
    $
    35,000Outstanding liabilities
    
    30,000Phase I exploration program
    
    30,000Phase II exploration program
    
    50,000Working capital
    
    55,000Total
    $
    200,000


As at May 31, 2009 we had a working capital deficit of $28,449.
We plan to raise the additional capital required to meet the balance of our
estimated funding requirements for the next twelve months primarily through the
issuance of stock from funds that remained held in trust at the end of the
fiscal year from our S-1 registration statement and through private placements
of our stock or other prospectus offerings. We do not anticipate that we will be
able to satisfy any of these funding requirements internally until we
significantly increase revenues.

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2009, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

---

14

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, 2009, 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.

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.

---

15

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, 2009.

Financial InstrumentsAt May 31, 2009, 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 SFAS No. 128
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,
2009, and for the period May 17, 2006 (date of inception) through May 31, 2009
there were no variances between the basic and diluted loss per share as there
were no potential dilutive securities.

Income TaxesThe Company has adopted SFAS No. 109,
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.

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 SFAS No. 52 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.SFAS No. 107
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

---

16

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

In September, 2006 FASB issued SFAS No. 157, Fair Value
Measurements. This statement clarifies the definition of fair value,
establishes a framework for measuring fair value and expands the disclosures on
fair value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2008. Management has not determined the effect, if any, the
adoption of this statement will have on the Companys financial statements.

In February of 2008 FASB issued SFAS 159, The Fair Value
Option for Financial Assets and Financial Liabilities - including an amendment
of FASB Statement No. 115. The statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. The statement is effective as of the beginning of an
entitys first fiscal year that begins after November 15, 2008. The Company is
analyzing the potential accounting treatment.

In April 2007, the FASB issued FASB Staff Position FIN 39-1,
Amendment of FASB Interpretation No. 39 (FSP FIN 39-1), which amended FIN
39, to indicate that the following fair value amounts could be offset against
each other if certain conditions of FIN 39 are otherwise met: (a) those
recognized for derivative instruments executed with the same counterparty under
a master netting arrangement and (b) those recognized for the right to reclaim
cash collateral (a receivable) or the obligation to return cash collateral (a
payable) arising from the same master netting arrangement as the derivative
instruments. In addition, a reporting entity is not precluded from offsetting
the derivative instruments if it determines that the amount recognized upon
payment or receipt of cash collateral is not a fair value amount. FSP FIN 39-1
is effective at the beginning of the first fiscal year after November 15, 2008.
We do not expect this pronouncement to have a significant impact on our
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statementsan amendment of
ARB No. 51 (SFAS 160). SFAS 160 requires companies with non-controlling
interests to disclose such interests clearly as a portion of equity but separate
from the parents equity. The non- controlling interests portion of net income
must also be clearly presented on the Income Statement. SFAS 160 is effective
for financial statements issued for fiscal years beginning after December 15,
2009 and we do not expect this pronouncement to have a significant impact on our
financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2008),
Business Combinations (SFAS 141R). SFAS 141R broadens the guidance of
SFAS 141, extending its applicability to all transactions and other events in
which one entity obtains control over one or more other businesses. It broadens
the fair value measurement and recognition of assets acquired, liabilities
assumed, and interests transferred as a result of business combinations. SFAS
141R expands on required disclosures to improve the statement users abilities
to evaluate the nature and financial effects of business combinations. SFAS 141R
is effective for fiscal year beginning on or after December 15, 2009 and we do
not expect this pronouncement to have a significant impact on our financial
position, results of operations or cash flows.

---

17

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, 2009 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, 2009 and May 31, 2008 and 
  Inception on May 17, 2006, to MAY 31, 2009









|REPORTS
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
|---------------------------------------------------------------
|                                                               
|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.

We have audited the accompanying balance sheets of Osprey
  Ventures, Inc. as of May 31, 2009 and the related statements of operations,
  changes in stockholders' equity (deficit), and cash flows for the year 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, 2008, include total revenues and net loss of $0
  and $33,463, respectively. Our opinion on the statements of operations,
  stockholders 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, 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 28, 2009

F-2

---

Report of Independent Registered Public Accounting
  Firm

To the Directors ofOsprey Ventures, Inc.(an Exploration Stage Company)

We have audited the balance sheet of Osprey Ventures, Inc. (an
  Exploration Stage Company) as at May 31, 2008 and the statements of operations,
  stockholders equity (deficit), and cash flows for the year then ended and the
  period from incorporation May 17, 2006 to May 31, 2008. 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
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform an audit to obtain reasonable assurance whether
  the financial statements are free of material misstatements. The Company has
  determined that it is not required to have, nor were we engaged to perform, an
  audit of its internal control over financial reporting. Our audits 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, these financial statements present fairly in
  all material respects, the financial position of the Company as at May 31, 2008
  and the results of its operations and its cash flows for the year then ended and
  the period from incorporation May 17, 2006 to May 31, 2008 in conformity with
  U.S. generally accepted accounting principles.

The accompanying financial statements referred to above have
  been prepared assuming that the Company will continue as a going concern. As
  discussed in Note 1 to the financial statements, the Company is in the
  exploration stage, has no established source of revenue and is dependent on its
  ability to raise capital from shareholders or other sources to sustain
  operations. These factors, along with other matters as set forth in Note 1,
  raise substantial doubt that the Company will be able to continue as a going
  concern. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.





|                                     | \s\ MacKay LLP       
|------------------------------------ | ---------------------
|Vancouver, British Columbia, Canada. |                      
|August 8, 2008                       | Chartered Accountants

F-3

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

BALANCE SHEETS

|                                                      |   | May
      31, 2009 |   |   | May
      31, 2008 |  
|----------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                      |   |                    |   |   |                    |  
|ASSETS                                                |   |                    |   |   |                    |  
|                                                      |   |                    |   |   |                    |  
|CURRENT ASSETS                                        |   |                    |   |   |                    |  
|Cash                                                  | $ | 96                 |   | $ | 11,609             |  
|TOTAL ASSETS                                          | $ | 96                 |   | $ | 11,609             |  
|                                                      |   |                    |   |   |                    |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)  |   |                    |   |   |                    |  
|                                                      |   |                    |   |   |                    |  
|CURRENT LIABILITIES                                   |   |                    |   |   |                    |  
|Due to a former officer (Note 4)                      | $ | 5,000              |   | $ | 5,000              |  
|Due to an
      officer and director (Note 4)         |   | 3,225              |   |   | -                  |  
|Due to a related party (Note 4)                       |   | 16,041             |   |   | -                  |  
|Accounts payable and accrued
      liabilities        |   | 4,276              |   |   | 13,772             |  
|                                                      |   |                    |   |   |                    |  
|TOTAL LIABILITIES                                     |   | 28,545             |   |   | 18,772             |  
|                                                      |   |                    |   |   |                    |  
|                                                      |   |                    |   |   |                    |  
|STOCKHOLDERS EQUITY (DEFICIT )                       |   |                    |   |   |                    |  
|Capital stock (Notes 4
      and 6)                   |   |                    |   |   |                    |  
|Authorized                                            |   |                    |   |   |                    |  
|200,000,000 shares of common stock, $0.001 par value, |   |                    |   |   |                    |  
|Issued and outstanding                                |   |                    |   |   |                    |  
|7,200,000 shares of common stock                      |   | 7,200              |   |   | 7,200              |  
|Additional paid-in capital                            |   | 20,100             |   |   | 20,100             |  
|                                                      |   |                    |   |   |                    |  
|Deficit accumulated during the exploration stage      |   | (55,749            | ) |   | (34,463            | )
|Total stockholders equity (deficit)                  |   | (28,449            | ) |   | (7,163             | )
|Total Liabilities and Stockholders Equity            | $ | 96                 |   | $ | 11,609             |  

The accompanying notes are an integral part of these financial
  statements

F-4

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENTS OF OPERATIONS

|                                              |   |               |   |   |                    |   |   | Cumulative         |  
|--------------------------------------------- | - | ------------- | - | - | ------------------ | - | - | ------------------ | -
|                                              |   |               |   |   |                    |   |   | results of         |  
|                                              |   |               |   |   |                    |   |   | operations from    |  
|                                              |   |               |   |   |                    |   |   | May 17, 2006       |  
|                                              |   | Twelve Months |   |   | Twelve Months      |   |   | (date of           |  
|                                              |   | ended May 31, |   |   | ended              |   |   | inception) to      |  
|                                              |   | 2009          |   |   | May
      31, 2008 |   |   | May
      31, 2009 |  
|                                              |   |               |   |   |                    |   |   |                    |  
|EXPENSES                                      |   |               |   |   |                    |   |   |                    |  
|                                              |   |               |   |   |                    |   |   |                    |  
|Bank charges                                  | $ | 153           |   | $ | 316                |   | $ | 573                |  
|Loss on currency exchange                     |   | 426           |   |   | 354                |   |   | 780                |  
|Interest expense on
      promissory note     |   | 730           |   |   | 46                 |   |   | 776                |  
|Contributed administrative support (note 4)   |   | -             |   |   | 100                |   |   | 300                |  
|Office                                        |   | 119           |   |   | 1,932              |   |   | 3,913              |  
|Organizational costs                          |   | -             |   |   | -                  |   |   | 300                |  
|Professional fees                             |   | 12,605        |   |   | 14,313             |   |   | 35,318             |  
|Corporate services                            |   | -             |   |   | 5,000              |   |   | 5,000              |  
|Public relations                              |   | -             |   |   | -                  |   |   | 790                |  
|Registration and filing fees                  |   | 4,028         |   |   | -                  |   |   | 4,028              |  
|Management fees                               |   | 3,225         |   |   | -                  |   |   | 3,225              |  
|Travel and meals                              |   | -             |   |   | -                  |   |   | 746                |  
|                                              |   |               |   |   |                    |   |   |                    |  
|Total expenses                                |   | 21,286        |   |   | 22,061             |   |   | 55,749             |  
|                                              |   |               |   |   |                    |   |   |                    |  
|NET LOSS FOR THE PERIOD                       | $ | (21,286       | ) | $ | (22,061            | ) | $ | (55,749            | )
|                                              |   |               |   |   |                    |   |   |                    |  
|BASIC AND DILUTED LOSS PER COMMON
      SHARE | $ | (0.003        | ) | $ | (0.003             | ) |   |                    |  
|                                              |   |               |   |   |                    |   |   |                    |  
|WEIGHTED AVERAGE NUMBER OF BASIC AND          |   |               |   |   |                    |   |   |                    |  
|DILUTED COMMON SHARES OUTSTANDING             |   | 7,200,000     |   |   | 7,200,000          |   |   |                    |  

The accompanying notes are an integral part of these financial
  statements

F-5

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) 
  Cumulative
  from inception May 17, 2006 to May 31, 2009

DeficitAccumulatedAdditional
      
      
      Share
      
      
      During the(Note 4)
      
      
      Paid-in
      
      
      Subscription
      
      
      ExplorationCommon Stock
      
      
      Capital
      
      
      Receivable
      
      
      Stage
      
      
      TotalNumber ofshares
      
      
      AmountCommon stock issued for cashat $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 endedMay 31, 2006
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (300
      )
      
      (300
      )Balance, May
        31, 2006
      
      5,000,000
      
      
      5,000
      
      
      -
      
      
      (5,000
      )
      
      (300
      )
      
      (300
      )Share Subscription Received
      
      -
      
      
      -
      
      
      -
      
      
      5,000
      
      
      -
      
      
      5,000March 23, 2007 common stocksold in private placementoffering ($0.01/ share) (note 6)
      
      2,200,000
      
      
      2,200
      
      
      19,800
      
      
      -
      
      
      -
      
      
      22,000Net loss for the year endedMay 31, 2007
      
      -
      
      
      -
      
      
      200
      
      
      -
      
      
      (12,102
      )
      
      (11,902
      )Balance, May 31, 2007
      
      7,200,000
      
      
      7,200
      
      
      20,000
      
      
      -
      
      
      (12,402
      )
      
      14,798Net loss for the year endedMay 31, 2008
      
      -
      
      
      -
      
      
      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 endedMay 31, 2009
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (21,286
      )
      
      (21,286
      )Balance, May 31, 2009
      
      7,200,000
      
      $
      7,200
      
      $
      20,100
      
      $
      -
      
      $
      (55,749
      )
      $
      (28,449
      )


The accompanying notes are an integral part of these financial
  statements

F-6

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENTS OF CASH FLOWS 
  FOR THE YEAR ENDED MAY 31, 2009AND THE PERIOD FROM MAY 17, 2006, (INCEPTION) To MAY 31, 2009 
    (With comparative figures for the year ended May 31, 2008)

|                                                                     |   |                    |   |   |                    |   |   | Cumulative         |  
|-------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                                     |   |                    |   |   |                    |   |   | results of         |  
|                                                                     |   |                    |   |   |                    |   |   | operations from    |  
|                                                                     |   |                    |   |   |                    |   |   | May 17, 2006       |  
|                                                                     |   |                    |   |   |                    |   |   | (date of           |  
|                                                                     |   | Year ended         |   |   | Year ended         |   |   | inception) to      |  
|                                                                     |   | May
      31, 2009 |   |   | May
      31, 2008 |   |   | May
      31, 2009 |  
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES                           |   |                    |   |   |                    |   |   |                    |  
|Net loss for the period                                              | $ | (21,286            | ) | $ | (22,061            | ) | $ | (55,749            | )
|Adjustments to
      reconcile net loss to net cash                  |   |                    |   |   |                    |   |   |                    |  
|used in operating activities                                         |   |                    |   |   |                    |   |   |                    |  
|-
      contributed administrative support by an officer (note 4)    |   | -                  |   |   | 100                |   |   | 300                |  
|Changes in                                                           |   |                    |   |   |                    |   |   |                    |  
|-
      due to related parties                                       |   | 3,225              |   |   | -                  |   |   | 3,225              |  
|- accounts payable and accrued
      liabilities                     |   | (9,476             | ) |   | 5,372              |   |   | 4,276              |  
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|NET CASH USED IN OPERATING                                           |   |                    |   |   |                    |   |   |                    |  
|ACTIVITIES                                                           |   | (27,557            | ) |   | (16,589            | ) |   | (47,948            | )
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES                           |   |                    |   |   |                    |   |   |                    |  
|Proceeds from issuance of common
      stock                         |   | -                  |   |   | -                  |   |   | 27,000             |  
|Proceeds from issuance of related party notes
      payable (note 4) |   | 16,044             |   |   | 5,000              |   |   | 21,044             |  
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                            |   | 16,044             |   |   | 5,000              |   |   | 48,044             |  
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|NET CASH PROVIDED BY INVESTING ACTIVITIES                            |   | -                  |   |   | -                  |   |   | -                  |  
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|NET INCREASE (DECREASE) IN
      CASH                                |   | (11,513            | ) |   | (11,589            | ) |   | 96                 |  
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|CASH, BEGINNING OF PERIOD                                            |   | 11,609             |   |   | 23,198             |   |   | -                  |  
|                                                                     |   |                    |   |   |                    |   |   |                    |  
|CASH, END OF PERIOD                                                  | $ | 96                 |   | $ | 11,609             |   | $ | 96                 |  

There were no significant non-cash transactions from Inception
  on May 17, 2006 to May 31, 2009 
  Supplemental cash flow information: 
  Cash
  paid for:

|Interest     | $ | - |  | $ | - |  | $ | - | 
|------------ | - | - |  | - | - |  | - | - | 
|             |   |   |  |   |   |  |   |   | 
|Income taxes | $ | - |  | $ | - |  | $ | - | 

The accompanying notes are an integral part of these financial
  statements

F-7

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

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 the 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 $55,749 for the period from
      May 17, 2006 (inception) to May 31, 2009, 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.                                                                                                                                                                                                                                                                                                                                                                                                        

F-8

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

|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.                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|d) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Companys financial instruments consists of cash,
      accounts payable and accrued liabilities and loans from related parties.
      At May 31, 2009, 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 any 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.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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, 2009, there
      was no variance between basic and diluted loss per share as there were no
      potentially dilutive securities outstanding.

F-9

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

|g) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company accounts for income taxes under the
      provisions of the Financial Accounting Standards Board (FASB) Statement
      of Financial Accounting Standards (SFAS) No. 109, Accounting for
        Income Taxes(SFAS 109). SFAS 109 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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 $55,749as of
      May 31, 2009 that will be offset against future taxable income. The
      available net operating loss carry forwards of approximately $55,749
      expire in various years through 2029. 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 SFAS No. 123R Share Based Payment. SFAS No. 123R
      is a revision of SFAS No. 123 Accounting for Stock-Based Compensation,
      and supersedes APB Opinion No. 25, Accounting for Stock Issued to
      Employees and its related implementation guidance. SFAS 123R 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. SFAS 123R focuses primarily on accounting for transactions in
      which an entity obtains employee services in share-based payment
      transactions. SFAS 123R does not change the accounting guidance for
      share-based payment transactions with parties other than employees
      provided in SFAS 123 as originally issued and Emerging Issues Task Force
      Issue No. 96-18, Accounting for Equity Instruments That Are Issued to
      Other Than Employees for Acquiring, or in Conjunction with Selling, Goods
      or Services.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | SFAS 123R 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-10

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)

SFAS 123R 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). SFAS 123R 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 SFAS 123R 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, 2009 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.

|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | SFAS No. 107 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, as defined
      by Statement of Financial Accounting Standards (SFAS) No. 7. SFAS No.
      & requires 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 $55,749. Much of this
      is                                                                                                                                           

F-11

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

NOTE 3  NEW ACCOUNTING PRONOUNCEMENTS

related to professional fees. Management has provided financial
  data since May 17, 2006, Inception, in the financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value
  Measurements which is effective for fiscal years beginning after November 15,
  2008 and for interim periods within those years. This statement defines fair
  value, establishes a framework for measuring fair value and expands the related
  disclosure requirements. We do not expect this pronouncement to have a
  significant impact on our financial position, results of operations or cash
  flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value
  Option for Financial Assets and Financial Liabilities Including an Amendment of
  FASB Statement No. 115, which is effective for fiscal years beginning after
  November 15, 2008. This statement permits an entity to choose to measure many
  financial instruments and certain other items at fair value at specified
  election dates. Subsequent unrealized gains and losses on items for which the
  fair value option has been elected will be reported in earnings. We do not
  expect this pronouncement to have a significant impact on our financial
  position, results of operations or cash flows.

In April 2007, the FASB issued FASB Staff Position FIN 39-1,
  Amendment of FASB Interpretation No. 39 (FSP FIN 39-1), which amended FIN
  39, to indicate that the following fair value amounts could be offset against
  each other if certain conditions of FIN 39 are otherwise met: (a) those
  recognized for derivative instruments executed with the same counterparty under
  a master netting arrangement and (b) those recognized for the right to reclaim
  cash collateral (a receivable) or the obligation to return cash collateral (a
  payable) arising from the same master netting arrangement as the derivative
  instruments. In addition, a reporting entity is not precluded from offsetting
  the derivative instruments if it determines that the amount recognized upon
  payment or receipt of cash collateral is not a fair value amount. FSP FIN 39-1
  is effective at the beginning of the first fiscal year after November 15, 2008.
  We do not expect this pronouncement to have a significant impact on our
  financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160,
  Non-controlling Interests in Consolidated Financial Statementsan amendment of
  ARB No. 51 (SFAS 160). SFAS 160 requires companies with non-controlling
  interests to disclose such interests clearly as a portion of equity but separate
  from the parents equity. The non- controlling interests portion of net income
  must also be clearly presented on the Income Statement. SFAS 160 is effective
  for financial statements issued for fiscal years beginning after December 15,
  2009 and we do not expect this pronouncement to have a significant impact on our
  financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2008), Business Combinations (SFAS 141R). SFAS 141R broadens the guidance of
  SFAS 141, extending its applicability to all transactions and other events in
  which one entity obtains control over one or more other businesses. It broadens
  the fair value measurement and recognition of assets acquired, liabilities
  assumed, and interests transferred as a result of business combinations. SFAS
  141R expands on required disclosures to improve the statement users abilities
  to evaluate the nature and financial effects of business combinations. SFAS 141R
  is effective for fiscal year beginning on or after December 15, 2009 and we do
  not expect this pronouncement to have a significant impact on our financial
  position, results of operations or cash flows.

NOTE 4  RELATED PARTY TRANSACTIONS

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 are reported as contributed

F-12

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

NOTE 4  RELATED PARTY TRANSACTIONS (continued)

administrative support with a corresponding credit to
  additional paid-in capital. No contributed administrative costs have been
  incurred in the current year to date.

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, 2009, the Companys secretary loaned the Company
  $5,000 in exchange for a promissory note. The note carries a five percent
  interest rate and matures on June 01, 2009. Accrued interest payable on the note
  was $296 at May 31, 2009.

On September 13, 2008, the two founding directors resigned all
  positions with the Company and sold their shares to two new directors at cost.

On December 1, 2008, the Company entered into a line of credit
  with a related party to assist the Company in the payment of its debts. The line
  or credit / promissory note bears interest at the rate of 7.5% per annum and
  is

repayable in full on December 1, 2009. The payable amount under
  the note, including accrued interest was $16,524 at May 31, 2009.

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 per month for a one year period payable on the first of each month.
  Accrued and payable on the agreement was $3,225 at May 31, 2009. The imputed
  interest payable for the period was not material.

NOTE 5  MINERAL PROPERTY

In April, 2008, 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, 2009 the Company had not incurred any costs in
  regards to the option or the mineral property.

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$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.                           

F-13

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

NOTE 5  MINERAL PROPERTY (continued)

| | 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 United States Securities Act of 1933,
      as amended.                                                                           
| |    |                                                                                                                                                                                                                                                                                                                     
| |    | In 2008, 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 United States Securities Act of 1933, as
      amended.
| |    |                                                                                                                                                                                                                                                                                                                     
| | 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 SFAS No. 109, 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
  Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting
  for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
  (FIN 48), 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. FIN 48 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 FIN 48.

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 FIN 48. No
  penalties were recognized during fiscal 2009 or fiscal 2008.

F-14

---

OSPREY VENTURES, INC.(An Exploration Stage
      Company)

Notes to the Financial StatementsMay 31, 2009

NOTE 7  INCOME TAXES (continued)

The Corporation has adopted the provisions of FAS No. 109,
  Accounting for Income Taxes. 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 $55,749as of May 31, 2009
  that will be offset against future taxable income. The available net operating
  loss carry forwards of approximately $55,749 expire in various years through
  2029. 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 31Deferred tax asset
      
      2009
      
      2008NOL carry forward
      $
      55,749
      $
      34,463Valuation
        allowances
      $
      (55,749)
      $
      (34,463)Total
      $
      0
      $
      0


NOTE 8  SUBSEQUENT EVENTS

The Corporations S-1 registration statement whereby we raised
  $92,000 through an initial public offering at a price of $0.05 per share was
  filed with the SEC on September 5, 2008, and came effective on September 18,
  2008. 1,840,000 shares were allotted when the closing occurred but so shares
  were issued in the current fiscal year. The Corporation encountered significant
  challenges in opening corporate banking facilities in Hong Kong and it was not
  until late June, 2009 that we were in a position to commence to deposit the
  proceeds of the offering. It is anticipated that the last of the proceeds will
  be deposited to our banking facilities during the month of August, 2009 and that
  the shares will be issued shortly thereafter.

F-15

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18

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 the principal independent accountants for Osprey
Ventures, Inc. (Osprey). Mackay had been our principal independent accountants
and had reported on the financial statements for the fiscal years ended May 31,
2006, May 31, 2007 and May 31, 2008.

The Company engaged M&K CPAs, PLLC of Houston, Texas
(M&A) 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 attest 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 Securities 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, 2009, 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
our 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,
2009, 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, as amended. Our management assessed the

---

19

effectiveness of our internal control over financial reporting
as of May 31, 2009. 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.

| | 1. | As of May 31, 2009, 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, 2009, 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, 2009, 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 Securities and Exchange Commission that permit the
company to provide only managements report.

Item 9B.    Other Information

None.



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 ElectedName
    Company
    Age
    or AppointedChief Executive OfficerJames Yiu Yeung
    Chief Operating Officer
    42
    September 13,Lung
    Chief Financial Officer
    
    2008Director


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 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 time commitment and
requirement will remain approximately the same. Mr. Ma

---

20

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.

James Yiu Yeung Lung, Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, Director

Mr. Yiu is the Managing Director of a consulting company in
Hong Kong providing management services to both private and public company
sectors and which specializes in raising capital, corporate and financial
restructuring, mergers and acquisitions. Mr. Yiu is an experienced entrepreneur
who is familiar with business practices in the Greater China region and
graduated from the College of Education in Hong Kong in 1973. Mr. Yiu is also a
director of Biopack Environmental Solutions, a Hong Kong based company that
develops, manufactures, distributes and markets bio-degradable food containers
and disposable industrial packaging for consumer products. Biopack is quoted on
the Over-the-Counter Bulletin Board under the symbol BPAC.

(Jack) Ma Cheng Ji, Director

Mr. (Jack) Ma Cheng Ji 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.

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

Section 16(a) of the Securities Exchange Act of 1934 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 and greater than 10% shareholders are required by
the SEC regulations to furnish us with copies of all Section 16(a) reports that
they file.

---

21

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, 2009, 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 FileLate Reports
    Not Reported on a
    RequiredTimely Basis
    FormsJames Yiu Yeung Lung
    2(1)
    2(1)
    2Ma 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 Securities
Exchange Act of 1934, as amended.

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 does not maintain a Web site but has an e-mail address
at ospreyventures@gmail.com.

Item 11.    Executive Compensation

(a)   General

The particulars of the compensation paid to the following
persons:

| | (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, 2009 and 2008; 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, 2009 and 2008,

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22

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
    
    
    
    
    OptionsName and
    Year
    
    
    Stock
    Securities
    Awards (Value
    TotalPrincipal
    Ended
    
    
    Awards
    Underlying
    of Options) ($)
    Compen-Position
    May 31
    Salary
    Bonus
    ($)
    Options
    (5)
    sationJames Yiu Yeung Lung
      President & Director
    2009
    $3,225
    $0
    $0
    Nil
    $0
    $0Bruce Jackson President & Director
    2008
    $0
    $0
    $0
    Nil
    $0
    $0


Effective January 31, 2009, Osprey entered into a Management
Services Agreement at a rate of HK $5,000 per month (approximately US $650) with
Mr. James Yiu Yeung Lung whereby he provides management and financial consulting
services to Osprey. During the current fiscal year he received $3,225 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. 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.

(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.

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23

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 
      8 Hart Avenue, 15th Floor, Flat D, Tsim Sha Tsui, Kowloon,
      Hong Kong | 2,500,000 
      Beneficial
      Owner | 34.7%     
|                     |                                                                                                        |                                         |           
|Common stock         | Ma Cheng Ji 
      Ste. 706 - No. 1277 Ding Xi Road Shanghai, China 200050                             | 2,500,000 
      Beneficial
      Owner | 34.7%     

| | [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, 2009 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

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24

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
7,200,000 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.

|Title of
      Class | Name and Address of Beneficial Owner [1]
      [3]                                                                                             | Amount & Nature of Beneficial Ownership
      [2] | Percentage of Class
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | -------------------
|Common stock         | James Yiu Yeung
      Lung 8 Hart Avenue, 15th Floor, Flat D, Tsim Sha Tsui, Kowloon,
      Hong Kong Director and officer since Sept 13, 2008 | 2,500,000                                         | 34.7%              
|                     |                                                                                                                                                |                                                   |                    
|Common stock         | Ma Cheng Ji
      Ste. 706 - No. 1277 Ding Xi Road Shanghai, China 200050
      Director and officer since Sept. 13, 2008                      | 2,500,000                                         | 34.7               

| | [1] | As of May 31, 2009 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 69.4% of the total issued and outstanding securities
of Osprey as of May 31, 2009 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.

(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.

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25

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, 2008, 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, 2009 and for fiscal year ended May 31, 2008 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 EndedMay 31, 2009
      May 31, 2008Audit Fees
      $3,000
      $9,100Audit Related Fees
      $7,146
      $9,000Tax Fees
      Nil
      NilAll Other Fees
      Nil
      NilTotal
      $10,146
      $18,100


Audit Fees: The aggregate fees billed for the fiscal year ended
May 31, 2009 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 $3,000 as compared
to $9,100 for the similar period of the preceding fiscal year and for the period
from inception on May 17, 2006 to May 31, 2009 the amount was approximately
$12,100.

Audit-Related Fees: The aggregate fees billed for the fiscal
year ended May 31, 2008 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 $7,146 versus $9,000 for the similar period last year and for
the period from inception on May 17, 2006 to May 31, 2009 the amount was
approximately $16,146.

Tax Fees: The aggregate fees billed for the fiscal years ended
May 31, 2009 and 2008 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, 2009 the amount was
approximately $0.

All Other Fees: The aggregate fees billed for the fiscal years
ended May 31, 2009 and 2008 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, 2009 the amount was approximately $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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26

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)Financial Statements

| | (1) | Financial statements for our company are listed in the
      index under Item 8 of this report;                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                           
| | (2) | All financial statement schedules are omitted because
      they are not applicable, not material or the required information is shown
      in the financial statements or notes thereto.

(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 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                                              
|            |                                                                                                                                                                                                                                         
|(31)        | Section 302 Certification                                                                                                                                                                                                               
|31.1 *      | Section
        302 Certification - Certification of James Yiu Yeung Lung 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 James Yiu Yeung Lung 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 James Yiu Yeung Lung 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 James Yiu Yeung Lung 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



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27

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/ James Yiu Yeung Lung

James Yiu Yeung Lung, President,
Secretary, Treasurer and Director (Principal Executive Officer, Chief Executive
Officer, Principal Financial Officer and Chief Financial Officer)

Date: September 9, 2009

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/ James Yiu Yeung Lung

James Yiu Yeung Lung, President,
Secretary, Treasurer and Director (Principal Executive Officer, Chief Executive
Officer, Principal Financial Officer and Chief Financial Officer)

By: /s/ (Jack) Ma Cheng Ji

Ma Cheng Ji, Director

Date: September 9, 2009



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