---

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (the Exchange Act)

For the quarterly period ended NOVEMBER 30, 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 other jurisdiction of incorporation or   | (I.R.S. Employer Identification No.)
|organization)                                      |                                     
|                                                   |                                     
|Unit 905, 9th Floor, Two Chinachem Exchange Square |                                     
|338 Kings Road, North Point, Hong Kong             | N/A                                 
|(Address of principal executive offices)           | (Zip Code)                          

Issuers telephone number: (888) 755-9766

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

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

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


State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 7,200,000
shares of Common Stock as of the date of this report.

Transitional Small Business Format. Yes [   ]   
  No [X]

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements







OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

FINANCIAL STATEMENTS

For the quarter and six months ended NOVEMBER 30, 2009







|BALANCE
        SHEETS AS OF NOVEMBER 30, 2009 (UNAUDITED), AND MAY 31, 2009.                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                            
|STATEMENTS
        OF OPERATIONS FOR THE THREE- AND SIX-MONTH PERIODS ENDED NOVEMBER 30,
        2009 (UNAUDITED), AND NOVEMBER 30, 2008 (UNAUDITED), AND THE PERIOD
        FROM MAY 17, 2006 (INCEPTION) TO NOVEMBER 30, 2009 (UNAUDITED).
|                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                            
|STATEMENT
        OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006
        (INCEPTION), TO NOVEMBER 30, 2009 (UNAUDITED).                                                                                                 
|                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                            
|STATEMENTS
        OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2009 (UNAUDITED),
        AND NOVEMBER 30, 2008 (UNAUDITED), AND FOR THE PERIOD FROM MAY
        17, 2006 (INCEPTION), TO NOVEMBER 30, 2009 (UNAUDITED).             
|                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                            
|NOTES
        TO THE FINANCIAL STATEMENTS (UNAUDITED)                                                                                                                                                                                       

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

BALANCE SHEETSAS OF NOVEMBER 30, 2009 AND MAY 31, 2009

|                                                            |   | November 30, |   |   |              |  
|----------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                            |   | 2009         |   |   | May 31, 2009 |  
|                                                            |   | (Unaudited)  |   |   |              |  
|                                                            |   |              |   |   |              |  
|ASSETS                                                      |   |              |   |   |              |  
|                                                            |   |              |   |   |              |  
|CURRENT ASSETS                                              |   |              |   |   |              |  
|Cash                                                        | $ | 22,016       |   | $ | 96           |  
|TOTAL ASSETS                                                | $ | 22,016       |   | $ | 96           |  
|                                                            |   |              |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)        |   |              |   |   |              |  
|                                                            |   |              |   |   |              |  
|CURRENT LIABILITIES                                         |   |              |   |   |              |  
|Due to a former officer                                     | $ | 5,000        |   | $ | 5,000        |  
|Due to an
      officer and director                        |   | 7,096        |   |   | 3,225        |  
|Due to a related party (Note
      3)                       |   | 6,864        |   |   | 16,041       |  
|Accounts payable and accrued
      liabilities              |   | 1,460        |   |   | 4,279        |  
|                                                            |   |              |   |   |              |  
|TOTAL LIABILITIES                                           |   | 20,420       |   |   | 28,545       |  
|                                                            |   |              |   |   |              |  
|                                                            |   |              |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                              |   |              |   |   |              |  
|Capital stock (Note 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        |  
|Common stock subscribed                                     |   | 46,000       |   |   | -            |  
|Additional paid-in capital                                  |   | 20,100       |   |   | 20,100       |  
|Deficit
      accumulated during the exploration stage      |   | (71,704      | ) |   | (55,749      | )
|Total stockholders equity (deficit)                        |   | 1,596        |   |   | (28,449      | )
|TOTAL LIABILITIES
      AND STOCKHOLDERS EQUITY (DEFICIT)  | $ | 22,016       |   | $ | 96           |  

Going Concern (Note 2)

Commitments  option on mineral property (Note 4)

The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENTS OF OPERATIONSFOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2009 AND NOVEMBER 30,
  2008 
  AND THE PERIOD FROM MAY 17, 2006 (INCEPTION) TO NOVEMBER 30, 2009 
  (Unaudited)

Three Months
      
      
      Three Months
      
      
      Six Months
      
      
      Six Months
      
      
      May 17, 2006Ended
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      (inception) toNovember 30,
      
      
      November 30,
      
      
      November 30,
      
      
      November 30,
      
      
      November 30,2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      2009REVENUE
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Total revenue
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -EXPENSESBank charges
      
      43
      
      
      47
      
      
      140
      
      
      88
      
      
      713Loss on currency exchange
      
      (3
      )
      
      399
      
      
      (3
      )
      
      1,934
      
      
      777Interest expense on promissory note
      
      191
      
      
      62
      
      
      553
      
      
      125
      
      
      1,329Contributed administrative support
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      300Office
      
      3,150
      
      
      119
      
      
      3,150
      
      
      119
      
      
      7,063Organizational costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      300Professional fees
      
      2,409
      
      
      6,989
      
      
      7,039
      
      
      8,289
      
      
      42,358Corporate services
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      5,000Public relations
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      790Registration and filing fees
      
      1,084
      
      
      1,746
      
      
      1,204
      
      
      3,142
      
      
      5,232Management fees
      
      1,935
      
      
      
      
      
      3,871
      
      
      
      
      
      7,096Travel and meals
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      746Total expenses
      
      8,809
      
      
      9,362
      
      
      15,954
      
      
      13,697
      
      
      71,704NET LOSS FOR THE PERIOD
      $
      (8,809
      )
      $
      (9,362
      )
      $
      (15,954
      )
      $
      (13,697
      )
      $
      (71,704
      )BASIC AND DILUTED LOSSPER COMMON SHARE
      $
      (0.001
      )
      $
      (0.001
      )
      $
      (0.002
      )
      $
      (0.002
      )WEIGHTED AVERAGENUMBER OF BASIC ANDDILUTED COMMON SHARES
      
      7,200,000
      
      
      7,200,000
      
      
      7,200,000
      
      
      7,200,000OUTSTANDING


The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION) TO NOVEMBER 30, 2009 (UNAUDITED)

DeficitShare
      
      
      AccumulatedAdditional
      
      
      Subscription
      
      
      During the(Note 6)
      
      
      Paid-in
      
      
      Receivable /
      
      
      ExplorationCommon
        Stock
      
      
      Capital
      
      
      Subscribed
      
      
      Stage
      
      
      TotalShares Issued
      
      
      AmountCommon stock issued for cash at $0.001per share- May 31, 2006 (note 3)
      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, 2008 common stock sold inprivate placement offering ($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
      )
      
      14,798Contributed administrative support
      -
      
      
      -
      
      
      100
      
      
      -
      
      
      -
      
      
      100Net loss for the year endedMay 31, 2008
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (22,061
      )
      
      (22,061
      )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
      )Common stock subscribed for cash at$0.05 per share  June & August,
        2009
      -
      
      
      -
      
      
      -
      
      
      46,000
      
      
      -
      
      
      46,000Net loss for the period endedNovember 30, 2009 (unaudited)
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (15,954
      )
      
      (15,954
      )Balance November 30, 2009
      7,200,000
      
      $
      7,200
      
      $
      20,100
      
      $
      46,000
      
      $
      (71,703
      )
      $
      1,597


The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS ENDED NOVEMBER 30, 2009 AND NOVEMBER 30, 2008 
  AND FOR THE PERIOD FROM INCEPTION TO NOVEMBER 30, 2009 
  (Unaudited)

|                                                            |   |                   |   |  |                   |   |   | Cumulative results of |  
|----------------------------------------------------------- | - | ----------------- | - |  | ----------------- | - | - | --------------------- | -
|                                                            |   | Six Months        |   |  | Six Months        |   |   | operations May 17,    |  
|                                                            |   | Ended             |   |  | Ended             |   |   | 2006 (inception) to   |  
|                                                            |   | November 30, 2009 |   |  | November 30, 2008 |   |   | November 30, 2009     |  
|                                                            |   |                   |   |  |                   |   |   |                       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |   |                   |   |  |                   |   |   |                       |  
|Net loss for the period                                     | $ | (15,954           | ) |  | (13,697           | ) | $ | (71,704               | )
|Adjustments to reconcile net
      loss to net cash used in |   |                   |   |  |                   |   |   |                       |  
|operating activities                                        |   |                   |   |  |                   |   |   |                       |  
|- contributed administrative
      expense                  |   | -                 |   |  | -                 |   |   | 300                   |  
|Changes in:                                                 |   |                   |   |  |                   |   |   |                       |  
|- due to a related
      party                              |   | 3,871             |   |  | -                 |   |   | 7,096                 |  
|- accounts payable and accrued liabilities                  |   | (2,817            | ) |  | 2,239             |   |   | 13,324                |  
|                                                            |   |                   |   |  |                   |   |   |                       |  
|NET CASH USED IN OPERATING                                  |   |                   |   |  |                   |   |   |                       |  
|ACTIVITIES                                                  |   | (14,900           | ) |  | (11,458           | ) |   | (50,984               | )
|                                                            |   |                   |   |  |                   |   |   |                       |  
|CASH FLOWS FROM FINANCING ACTIVITIES                        |   |                   |   |  |                   |   |   |                       |  
|Proceeds from issuance of common stock                      |   | 46,000            |   |  | -                 |   |   | 73,000                |  
|Repayment of notes payable                                  |   | (9,230            | ) |  | -                 |   |   | (9,230                | )
|Proceeds from issuance of promissory note payable           |   | 50                |   |  | -                 |   |   | 9,230                 |  
|                                                            |   |                   |   |  |                   |   |   |                       |  
|NET CASH PROVIDED BY FINANCING                              |   |                   |   |  |                   |   |   |                       |  
|ACTIVITIES                                                  |   | 36,820            |   |  | -                 |   |   | 73,000                |  
|                                                            |   |                   |   |  |                   |   |   |                       |  
|NET INCREASE (DECREASE) IN CASH                             |   | 21,920            |   |  | (11,458           | ) |   | 22,016                |  
|                                                            |   |                   |   |  |                   |   |   |                       |  
|CASH, BEGINNING OF PERIOD                                   |   | 96                |   |  | 11,609            |   |   | -                     |  
|                                                            |   |                   |   |  |                   |   |   |                       |  
|CASH, END OF PERIOD                                         |   | 22,016            |   |  | 151               |   | $ | 22,016                |  

The accompanying notes are an integral part of these financial
  statements

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

Notes to the InterimFinancial Statements 
  November 30, 2009

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements presented
  herein have been prepared by the Company in accordance with the accounting policies
  in its audited financial statements for the period ended May 31, 2009, as filed
  with the SEC on Form 10K and should be read in conjunction with the notes thereto.
  The Company is in the exploration stage. In April, 2007, the Company entered
  into an Option to Purchase and Royalty Agreement to acquire a 25% interest in
  a mining property with no known reserves, known as the Gao Feng property, in
  Jiangxi Province, east-central China. (see Note 4).

In the opinion of management, all adjustments
  (consisting only of normal recurring adjustments) which are necessary to provide
  a fair presentation of operating results for the interim period presented have
  been made. The results of operations for the periods presented are not necessarily
  indicative of the results to be expected for the year.

The Company is considered an exploration
  stage company as it has not generated revenues from its operations.

Recently Adopted Accounting Pronouncements

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

Recently Issued Accounting Standards

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

In June 2009, the Financial Accounting
  Standards Board ("FASB") established the FASB Accounting Standards Codification
  ( the "Codification") as the source of authoritative accounting principles recognized
  by the FASB to be applied by non-governmental entities in the preparation of
  financial statements in conformity with GAAP. Rules and interpretive releases
  of the Securities and Exchange Commission ("SEC") under authority of federal
  securities laws are also sources of authoritative GAAP for SEC registrants.
  The introduction of the Codification does

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

Notes to the InterimFinancial Statements 
  November 30, 2009

NOTE 1: BASIS OF PRESENTATION (continued)

not change GAAP and other than the manner
  in which new accounting guidance is referenced, the adoption of these changes
  had no impact on the our consolidated financial statements.

In October 2009, the FASB issued an amendment
  to the accounting standards related to the accounting for revenue in arrangements
  with multiple deliverables including how the arrangement consideration is allocated
  among delivered and undelivered items of the arrangement. Among the amendments,
  this standard eliminated the use of the residual method for allocating arrangement
  considerations and requires an entity to allocate the overall consideration
  to each deliverable based on an estimated selling price of each individual deliverable
  in the arrangement in the absence of having vendor-specific objective evidence
  or other third party evidence of fair value of the undelivered items. This standard
  also provides further guidance on how to determine a separate unit of accounting
  in a multiple-deliverable revenue arrangement and expands the disclosure requirements
  about the judgments made in applying the estimated selling price method and
  how those judgments affect the timing or amount of revenue recognition. This
  standard, for which the Company is currently assessing the impact, will become
  effective for the Company on January 1, 2011.

In October 2009, the FASB issued an amendment
  to the accounting standards related to certain revenue arrangements that include
  software elements. This standard clarifies the existing accounting guidance
  such that tangible products that contain both software and non-software components
  that function together to deliver the products essential functionality,
  shall be excluded from the scope of the software revenue recognition accounting
  standards. Accordingly, sales of these products may fall within the scope of
  other revenue recognition standards or may now be within the scope of this standard
  and may require an allocation of the arrangement consideration for each element
  of the arrangement. This standard, for which the Company is currently assessing
  the impact, will become effective for the Company on January 1, 2011.

NOTE 2  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 $71,704 for the
  period from May 17, 2006 (inception) to November 30, 2009, and has no revenue.
  The Companys future success is primarily dependent upon the existence
  of gold or

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

Notes to the InterimFinancial Statements 
  November 30, 2009

NOTE 2  GOING CONCERN (continued)

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 3  RELATED PARTY TRANSACTIONS

Officers contributed administrative services
  to the Company for all 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 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 ($0.001/share) .

On March 25, 2008, the Companys
  secretary loaned the Company $5,000 in exchange for a promissory note. The note
  carries a five percent (5%) interest rate and matured in June 2009 but has not
  been called as of the date of this report. Accrued interest payable on the note
  was $421 at November 30, 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 of 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 $7,002 at November 30,
  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 (approximately US $645) per month for a one year
  period payable on the first of each month. Accrued and payable on the contract
  was $7,096 at November 30, 2009.

NOTE 4  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS

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

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

Notes to the InterimFinancial Statements 
  November 30, 2009

NOTE 4  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS (continued)

As at November 30, 2009 the Company had
  not incurred any costs in regards to the option or the 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.                                                                                                                     
| |    |                                                                                                                                                                                                                                                             
| | 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, 2013.               
| |    |                                                                                                                                                                                                                                                             
| | 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 5  INCOME TAXES

As of November 30, 2009, the Company
  had net operating loss carry forwards of approximately $71,704 that may be available
  to reduce future years taxable income and will expire beginning in 2027.
  Availability of loss usage is subject to change of ownership limitations under
  Internal Revenue Code 382. Future tax benefits which may arise as a result of
  these losses have not been recognized in these financial statements, as their
  realization is determined not likely to occur and accordingly, the Company has
  recorded a valuation allowance for the future tax loss carry-forwards.

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

Notes to the InterimFinancial Statements 
  November 30, 2009

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 2007, the Company offered for sale 3,000,000 shares
        of its common stock at a price of $0.01 per share. The Company sold 2,200,000
        shares for net proceeds of $22,000. The offering was made pursuant to
        Rule 903 of Regulation S of the 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  SUBSEQUENT EVENTS

During the previous quarter under review,
  in June and August 2009, the Company took receipt of $46,000 in payment for
  920,000 shares of its common stock issued under an S-1 registration statement
  dated September 5, 2008, which became effective on September 18, 2008. The shares
  were originally paid for by placees in Shanghai, China but the Board had significant
  issues opening corporate bank accounts in China. As a result, most of the funds
  became stale dated in early 2009. It has taken a length of time to establish
  new banking relationships, get the funds reissued for deposit in North America
  and actually get the funds into the banking system. No shares have been issued
  to date for the funds subscribed.

In December 2009, the Company took receipt
  of an additional $46,000 in payment for a further 920,000 shares of its common
  stock issued as referenced above for a total of $92,000 having now been received
  and deposited to the Corporations accounts which will result in the issuance
  of 1,840,000 shares during the third quarter.

Subsequent events have been evaluated
  through the date of this financial report.

---

2

Item 2. Managements Discussion and Analysis or Plan of
Operation.

Cautionary Statement Regarding Forward-Looking
Statements

This quarterly 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 by us 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
Risks on page 4, 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.

General Information

Our financial statements are stated in United States Dollars
(USD or US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. All references to common shares refer to the
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 company. There is no assurance
that commercially viable mineral deposits exist on the claim that we have under
option. Further exploration will be required before a final evaluation as to the
economic and legal feasibility of the claim is determined.

Foreign Currency and Exchange Rates

Dollar costs of Ospreys property acquisition and planned
  exploration costs are in Chinese (Yuan) Renminbi (RMB) while management fees
  are in Hong Kong Dollars (HKD). For purposes of consistency and to express United
  States Dollars throughout this report, Chinese, including Hong Kong, currency
  has been converted into United States currency at the rate of US $1.00 being
  approximately equal to RMB 7.50 or RMB 1.00 being approximately equal to US
  $0.13 which is the approximate average exchange rate during recent months and
  which is consistent with the incorporated financial statements.

---

Overview

---

3

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 Unit 905, 9th
Floor, Two Chinachem Exchange Square, 338 Kings Road, North Point, 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 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.

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 Gold Mining Property located in north-eastern 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. The
option allows us to acquire an interest in the property by making certain
expenditures and carrying out certain exploration work.

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) | Osprey will pay to Jiujiang an annual royalty of three
      percent of Net Smelter Returns;                                                                                                                                                                              
| | (e) | Upon exercise of the option, Osprey will pay to Jiujiang
      US $25,000 per annum commencing on May 31, 2012, as prepayment of the 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 performed any work on the claims nor have
we spent any money on research and development activities. Information about the
claims was presented to a former director for review without any contractual
obligations. We must conduct exploration to determine if gold exists on the
property and if any gold which is found can be economically extracted and
profitably processed.

The reader of this Report is directed to our Form 10-K Report
for May 31, 2009, dated September 8, 2009, and our S-1 registration statement
dated September 05, 2008, for further discussion of the property, mineral
exploration in China, geology and other background information on the optioned
property.

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.

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

We anticipate that our portion of phase I of the recommended
geological exploration program will cost $30,000 of a total $120,000 planned
expenditure with the balance being funded by Jiujiang based on the Report which
is a reflection of local costs for the specified type of operation. We had
$22,016 in cash

---

4

reserves as of November 30, 2009. Accordingly, we will not be
able to proceed with the exploration program and carry on normal business
operations without additional funding.

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 six 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.

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 but 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, assays and
related. Four months may be required for analysis and the preparation of a
report and evaluation on the work accomplished.

Employees

Initially, we intend to use the services of subcontractors for
manual labour exploration work on our claims and an engineer or geologist to
manage the exploration program. Our only employee will be Yiu Yeung Lung James,
our senior officer and director and Ma Cheng Ji, a director.

At present, we have no employees, other than Messrs. Yiu and
Ma. On January 01, 2009, we entered into a Management Services Agreement with
Yiu Yeung Lung James, our President and a 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
(approximately US $650 per month based on current exchange rates). Mr. Ma does
not have an employment agreement with us. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt such plans in the future. There are presently no
personal benefits available to employees.

We intend to hire geologists, engineers and excavation
subcontractors on an as needed basis. We have not entered into negotiations or
contracts with any of them although it is our intention to retain Gao Feng-Lin
as senior geological consultant.

Offices

Our offices are located at Unit 905, 9th Floor, Two Chinachem
Exchange Square, 338 Kings Road, North Point, Hong Kong. Currently, these
facilities are provided to us by Yiu Yeung Lung James, a director and our
President, without charge, but such arrangement may be cancelled at anytime
without notice. Specific direct expenses incurred such as telephone and
secretarial services are charged back to Osprey at cost on a quarterly basis.

Risks

At present we do not know whether or not the claims contain
commercially exploitable reserves of gold or any other valuable mineral. Also,
the proposed expenditures to be made by us in the exploration of the claim may
not result in the discovery of commercial quantities of ore. Problems such as
unusual or unexpected formations and other unanticipated conditions are involved
in mineral exploration and often result in unsuccessful exploration efforts. In
such a case, we would be unable to complete our business plan.

Following the final receipt of the last of our S-1 registration
statement offering proceeds, approximately $46,000, we will have sufficient
financial resources to complete the first phase of our proposed exploration

---

5

plan. However, in order to complete future phases of
exploration we will need to raise additional funding. Even if the first phase of
our exploration program is deemed to be successful there is no guarantee that we
will be able to raise any additional capital in order to finance future
operations.

The Vendor holds the mining rights to the claims which thereby
gives it or its designated agent, the rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued
vertically downward. In the event Jiujiang were to grant another deed which is
subsequently registered prior to our deed, the third party would obtain good
title and we would have nothing.

Jiujiang has granted an option to Osprey to allow us to
explore, mine and recover any minerals on the claims. As with the preceding, if
they were to grant an option to another party, that party would be able to enter
the claims, carry out certain work commitments and earn right and title to the
claims; we would have little recourse as we would be harmed, would not own any
claims and would have to cease operations. However, in either event, Jiujiang
would be liable to us for monetary damages for breach of the agreement. The
extent of that liability would be for our out of pocket costs for expenditures
on the claims, if any, in addition to any lost opportunity costs if the claims
proved to be of value in the future. The agreement does not specifically
reference these risks or the recourse. Although we would have recourse against
Jiujiang in the situations described, there is a question as to whether that
recourse would have specific value.

Even if our exploration program is successful we may not be
able to obtain commercial production. If our exploration is successful and
commercial quantities of ore are discovered we will require a significant amount
of additional funds to place the claim into commercial production.

Results of Operations

Osprey was incorporated on May 17, 2006; comparative periods
for the quarters and six month periods ended November 30, 2009, and November 30,
2008, and from May 17, 2006 (inception), through November 30, 2009, are
presented in the following discussion.

Since inception, we have used our common stock, an advance from
a related party and promissory notes from related parties to raise money for our
optioned acquisition and for corporate expenses. Net cash provided by financing
activities (less offering costs) from inception on May 17, 2006, to November 30,
2009, was $84,864 as a result of proceeds received from sales of our common
stock ($73,000), an advance from a former director ($5,000) and the non-repaid
proceeds to date from a line of credit we have been able to negotiate at an
interest rate of 7.5% per annum ($6,864).

The Corporation did not generate any revenues from operations
for the quarter or six month period ended November 30, 2009. To date, we have
not generated any revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters ended November 30,
2009 and November 30, 2008, was $0.

COMMON STOCK Net cash provided by financing activities during
the quarter ended November 30, 2009, was $0 (nil) and for the six month period
the amount was $36,820 from the proceeds of the sale of 920,000 shares of common
stock issued under our S-1 registration statement $46,000 and the repayment
($9,230) of part of the line of credit that we were able to arrange in early
2009 For the same periods in 2008, the amounts were $0 (nil) and $0 (nil) and
for the period from inception on May 17, 2006, through to and including November
30, 2009, the amount was $73,000 of which $73,000 was provided by the sale of
common stock in 2006 and 2009. No options or warrants were issued to issue
shares at a later date in the most recent quarter.

EXPENSES

---

6

Three
    
    
    Three
    
    
    Six
    
    
    Six
    
    
    May 17,Months
    
    
    Months
    
    
    Months
    
    
    Months
    
    
    2006Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (inception)November
    
    
    November
    
    
    November
    
    
    November
    
    
    to November30,
      2009
    
    
    30,
      2008
    
    
    30,
      2009
    
    
    30,
      2008
    
    
    30,
      2009REVENUE
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -EXPENSESBank charges
    
    43
    
    
    47
    
    
    140
    
    
    88
    
    
    713Loss on currency exchange
    
    (3
    )
    
    399
    
    
    (3
    )
    
    1,934
    
    
    777Interest expense on promissory note
    
    191
    
    
    62
    
    
    553
    
    
    125
    
    
    1,329Contributed administrative support
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    300Office
    
    3,150
    
    
    119
    
    
    3,150
    
    
    119
    
    
    7,063Organizational costs
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    300Professional fees
    
    2,409
    
    
    6,989
    
    
    7,039
    
    
    8,289
    
    
    42,358Corporate services
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    5,000Public relations
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    790Registration and filing fees
    
    1,084
    
    
    1,746
    
    
    1,204
    
    
    3,142
    
    
    5,232Management fees
    
    1,935
    
    
    
    
    
    3,871
    
    
    
    
    
    7,096Travel and meals
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    746Total expenses
    
    8,809
    
    
    9,362
    
    
    15,954
    
    
    13,697
    
    
    71,704


SUMMARY  Total expenses were $8,809 in the quarter ended
November 30, 2009, and $9,362 for the similar period in 2008. For the six month
periods ended November 30, 2009, and November 30, 2008, the comparative values
were $15,954 and $13,697 respectively. A total of $71,704 in expenses has been
incurred since inception on May 17, 2006, through November 30, 2009. These costs
have and will vary from quarter to quarter based on the level of general
corporate activity, exploration operations and capital raising. Costs were
generally steady in the quarter and six month period under discussion as we were
relatively inactive. Costs can be further subdivided into:

BANK CHARGES: Osprey incurred $43 in bank and related fees for
the quarter ended on November 30, 2009, and $47 for the similar period in 2008.
For the six month periods ended November 30, 2009, and November 30, 2008, the
comparative values were $140 and $88 respectively. From inception on May 17,
2006, we have incurred a total of $713 in bank charges. This cost category
should generally have little variance between quarters.

LOSS ON CURRENCY EXCHANGE: Osprey incurred $3 as a gain in
currency exchange in the most recent quarter ended on November 30, 2009, and
lost $399 for the quarter ended November 30, 2008. For the six month periods
ended November 30, 2009 and November 30, 2008, the comparative values were a
gain of $3 and a loss of $1,934 respectively. From inception on May 17, 2006, to
November 30, 2009, we have incurred a total of $777 in losses on currency
exchange.

INTEREST****EXPENSE ON PROMISSORY NOTE AND LINES
OF CREDIT: On March 25, 2008, a related party and former director advanced
$5,000 to Osprey in the form of a promissory note which bears interest at the
rate of 5%. On December 01, 2008, we were able to arrange for lines of credit up
to the amount of US $20,000 to pay for existing accounts payable through a
related party which is charging 7.5% interest on amounts utilized. During this
last quarter we incurred $191 for the interest due on those lines of credit.
During the similar period in 2008 there were $62 in such charges or accruals.
For the six month periods ended November 30, 2009, and November 30, 2008, the
comparative values were $553 and $125 respectively. From inception on May 17,
2006, we have incurred a total of $1,329 in interest payable on the lines of
credit. In the future this cost category will change based on whether there are
advances or loans

---

7

from related parties. The first note was due and payable on
June 1, 2009, but has not been called for redemption. The line of credit was
payable on December 01, 2009 but as of the date of this report the remaining
balance of $6,864 has not been called for redemption.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarter or six
month periods ended November 30, 2009 and 2008, while $0 was incurred in the
three months and six months periods ended on November 30, 2009 and 2008. A total
of $300 has been incurred in the period from inception on May 17, 2006, to
November 30, 2009. All contributed expenses are reported as contributed costs
with a corresponding credit to additional paid-in capital.

OFFICE EXPENSES: $3,150 in office costs were incurred in the
quarter ended November 30, 2009, and $119 was incurred for the similar period in
2008. For the six month periods ended November 30, 2009 and November 30, 2008,
the comparative values were $3,150 and $119 respectively. For the period May 17,
2006 (inception), through November 30, 2009, a total of $7,063 has been spent on
office related expenses. Cost items included encompass telephone, facsimile,
courier, photocopying, postage, website design and operation and general office
expenses and services. This category will vary based on overall activity.

ORGANIZATIONAL EXPENSES: No charges for organizational expenses
were incurred for the quarter or six month periods ended on November 30, 2009,
and 2008. From inception to May 17, 2006, we have incurred a total of $300 in
organizational expenses. We expect infrequent charges.

PROFESSIONAL FEES: Osprey incurred $2,409 in professional fees
for the quarter ended on November 30, 2009, and $6,989 for the 2008 period. For
the six month periods ended November 30, 2009 and November 30, 2008, the
comparative values were $7,039 and $8,289 respectively. From inception on May
17, 2006, we have incurred a total of $42,358 in professional fees mainly spent
on legal and accounting matters. This cost category will vary in spending
depending on legal and accounting activities.

COMPENSATION: No compensation costs were incurred for the
quarter or six month periods ended November 30, 2009, or 2008 and no direct
compensation costs have been incurred since inception.

MANAGEMENT SERVICES: On January 01, 2009, we entered into a
Management Services Agreement with James Yiu, our President and a director, to
provide certain financial and administrative management services for the Company
at a rate of Hong Kong $5,000 per month (approximately US $650 based on current
exchange rates) for a one year period payable on the first of each month. Osprey
incurred $1,935 in management service fees for the quarter ended on November 30,
2009, and nil ($0) for the similar period in 2008. For the six month periods
ended November 30, 2009 and November 30, 2008, the comparative values were
$3,871 and $0 respectively. From inception on May 17, 2006, we have incurred a
total of $7,096 in management service fees.

CORPORATE SERVICES: Osprey incurred $0 in corporate service
fees for the quarter and six month periods ended on November 30, 2009 and 2008.
From inception on May 17, 2006, we have incurred a total of $5,000 in corporate
service fees.

PUBLIC RELATIONS: Osprey incurred $0 in public relations and
related costs for the quarters and six month periods ended on November 30, 2009,
and 2008. From inception on May 17, 2006, we have incurred a total of $790 in
public relations fees.

REGISTRATION AND FILING FEES: Osprey incurred $1,084 in
registration and filing fee expenses for the quarter ended on November 30, 2009,
and $1,746 for the similar period in 2008. For the six month periods ended
November 30, 2009 and November 30, 2008, the comparative values were $1,204 and
$3,142 respectively. From inception on May 17, 2006, we have incurred a total of
$5,232 in registration and filing fees. This cost category will vary depending
on the capital raising activities of the Corporation.

---

8

TRAVEL AND MEAL EXPENSES: Nil ($0) was spent in travel and meal
costs in the quarters and six month periods ended on November 30, 2009, and
2008. For the period May 17, 2006 (inception), through November 30, 2009, a
total of $746 has been spent on travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the six month period
ended November 30, 2009, $14,900 in net cash was used while $11,458 was used for
the similar period in 2008. A total of $50,984 in net cash has been used for the
period from inception on May 17, 2006, to November 30, 2009.

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.

During the six month period under review, Osprey took receipt
of $46,000 in payment for 920,000 shares of its common stock issued under an S-1
registration statement dated September 5, 2008, which became effective on
September 18, 2008. The shares were originally paid for by placees in Shanghai,
China but the Board had significant issues opening corporate bank accounts in
China. As a result, most of the funds became stale dated in early 2009 and it
has taken a length of time to establish new banking relationships, get the funds
reissued for deposit in North America and actually get the funds into the
banking system. As of the date of this report Osprey has 7,200,000 common shares
issued and outstanding with an additional 920,000 shares have been subscribed
for but not issued as of the date of this report .

Osprey continues to carefully control its expenses and overall
costs as it moves forward with the development of its business plan. We do not
have any employees and engage personnel through outside consulting contracts or
agreements or other such arrangements, including for legal, accounting and
technical consultants.

Plan of Operation

Osprey believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2010, with the proceeds of our S-1 offering
which raised $92,000, of which $46,000 remains to be received once all funds
have cleared the banking system. As of November 30, 2009, we had $1,596 in
working capital.

For the balance of the current fiscal year to May 31, 2010, we
will concentrate our efforts on clearing the IPO funds and commencing phase I
work on our optioned mineral property. Following industry trends and demands we
are also considering the acquisition of other properties and projects of merit.
A new public offering would be needed during a subsequent period to do so.

If it turns out that we have not raised enough money to
complete our secondary exploration program through phase II, we will try to
raise the funds from a second public offering, a private placement, loans or the
establishment of a joint venture whereby a third party would pay the costs
associated with phase II and we would retain a carried interest. At the present
time, we have not made any plans to raise additional funds and there is no
assurance that we would be able to raise money in the future.

We do not expect any changes or more hiring of employees since
contracts are given on an as needed basis to consultants and sub-contractor
specialists in specific fields of expertise for the exploration works.

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 up to $160,000 to fund ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

Operating expenses
    $35,000Phase I
      exploration program
    30,000Phase II
      exploration program
    50,000Working Capital
    45,000Total
    $160,000


---

9

As at November 30, 2009, we had a working capital surplus of
$1,596. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our 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 public accountants
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional notes
describing the circumstances that lead to this disclosure by our independent
auditors.

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

There are no assurances that we will be able to obtain further
funds required for continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. There can
be no assurance that additional financing will be available to us when needed
or, if available, that it could 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 obligations as they become due.

Liquidity and Capital Resources

For the quarter and six month periods ended November 30, 2009,
we have yet to generate any revenues from operations.

Since inception, we have used our common stock, advances from
related parties and lines of credit to raise money for our optioned acquisition
and for corporate expenses. Net cash provided by financing activities from
inception on May 17, 2006, to November 30, 2009, was $84,864 as a result of
gross proceeds received from sales of our common stock (less offering costs)
($73,000), an advance in the form of a promissory note from a related party
($5,000) and the proceeds to date that remain uppaid from a line of credit we
have negotiated ($6,864). We issued 5,000,000 shares of common stock through a
Section 4(2) offering in May 2006 for cash consideration of $5,000. We issued
2,200,000 shares of common stock through a Rule 903 Regulation S offering in
April, 2007 for cash consideration of $22,000 to a total of 8 placees. In the
six month period under review we reserved for issuance 920,000 shares of common
stock under our S-1 registration statement which became effective on September
18, 2008, and which were sold in early 2009 at a price of $0.05 for cash
consideration of $46,000 to a total of 23 placees.

As of November 30, 2009, our total assets consisted entirely of
cash in the amount of $22,016 and our total liabilities were $20,420. Working
capital stood at $1,596.

For the quarter ended November 30, 2009, the net loss was
$8,809 ($0.001 per share) while for November 30, 2008, the net loss was $9,362
($0.001 per share) For the six month periods ended November 30, 2009 and
November 30, 2008, the comparative values were $15,954 ($0.002 per share) and
$13,697 ($0.002 per share) respectively. The loss per share was based on a
weighted average of 7,200,000 common shares outstanding for the current quarter
and six month periods and 7,200,000 shares outstanding at November 30, 2009 and
2008. The net loss from May 17, 2006 (inception), to November 30, 2009, is
$71,704.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
November 30, 2009. Inflation is moderately higher than it was during 2008 but
the actual rate of inflation is not material and is not considered a factor in
our contemplated capital expenditure program.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk

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10

None.

Item 4. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
  Procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act). Based upon that evaluation, our principal
      executive officer and principal financial officer concluded that, as of
      the end of the period covered in this report, our disclosure controls and
      procedures were ineffective to ensure that information required to be
      disclosed in reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the required time periods and is
      accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all errors
      or fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | During the quarter ended November 30, 2009, there were no
      changes in the Company's internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect,
      its internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

The Corporation is and has not been party to any legal
proceedings in the preceeding quarter.

Item 2. Changes in Securities

Osprey had 7,200,000 shares of common stock issued and
outstanding as of the date of this report. Of these shares, approximately
5,000,000 shares are held by affiliates of the Corporation; none of those shares
can be resold in compliance with the limitations of Rule 144 as adopted by the
Securities Act of 1933.

In general, under Rule 144, a person who has beneficially owned
shares privately acquired directly or indirectly from us or from one of our
affiliates, for at least one year, or who is an affiliate, is entitled to sell,
within any three-month period, a number of shares that do not exceed the greater
of 1% of the then outstanding shares or the average weekly trading volume in our
shares during the four calendar weeks immediately preceding such sale. Sales
under Rule 144 are also subject to certain manner of sale provisions, notice
requirements and the availability of current public information about us. A
person who is not deemed to have been an affiliate at any time during the 90
days preceding the sale, and who has beneficially owned restricted shares for at
least two years, is entitled to sell all such shares under Rule 144 without
regard to the volume limitations, current public information requirements,
manner of sale provisions or notice requirements.

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11

The issuances discussed under this section are exempted from
registration under Section 4(2) of the Securities Act. All purchasers of our
securities acquired the shares for investment purposes only and all stock
certificates reflect the appropriate legends as appropriate. No underwriters
were involved in connection with the sale of securities referred to in this
report.

Item 3. Submission of Matters to a Vote of Security Holders

No matter has been submitted to a vote of security holders
during the preceeding quarter.

Item 4. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006, to November 30, 2009, was $84,864 as a result of proceeds received
from sales of our common stock, an advance from a related party and lines of
credit / promissory notes. During that same period, the following table
indicates how the proceeds have been spent to date:

Bank Charges
      713Loss on currency
      exchange
      777Interest on
      promissory note
      1,329Contributed
      administrative support
      300Management service
      fees
      7,096Office
      7,063Organizational
      costs
      300Professional fees
      42,358Corporate services
      5,000Public relations
      790Registration and
      filing fees
      5,232Travel and meals
      746Total Use of Proceeds to November 30, 2009
      $71,704


Common Stock

During the six -month period ended November 30, 2009, 920,000
shares of common stock were were reserved for issuance under a previously
effective S-1 registration statement. As of November 30, 2009, and the date of
this report, there were 7,200,000 shares issued and outstanding.

Options

No options were granted during the three month period ending
November 30, 2009.

Code of Ethics

The Board of Directors on April 22, 2007, adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. A copy of the Code of Business Conduct
and Ethics is available upon written request by any person without charge. To
obtain a copy, an interested party should contact our offices by telephone at
(888) 755-9766 or write to Unit 905, 9th Floor, Two Chinachem Exchange Square,
338 Kings Road, North Point, Hong Kong.

Web Site

Osprey maintains a Web site at http://osprey-ventures-inc.com
and has an e-mail address at ospreyventures@gmail.com.

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12

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended November 30,
2009: Nil

Exhibits

|31.1 | Certification of 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 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        302 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                   
|32.1 | Certification of 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 | Certification of Chief Financial
        Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.
|     |                                                                                                                                                                   

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Osprey Ventures, Inc. (Registrant)

Date: January 5, 2010.

BY:       /s/ Yiu Yeung Lung
James

YIU YEUNG LUNG JAMES,
President, Chief Executive Officer, Principal Executive Officer, Secretary,
Treasurer, Chief Financial Officer, Principal Financial Officer and a Member of
the Board of Directors

BY:       /s/ Ma Cheng Ji

MA CHENG JI, Member of the
Board of Directors

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