---

UNITED STATESSECURITIES
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

For the quarterly period ended FEBRUARY 28, 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 D, 15th Floor, 8 Hart Avenue                |                                     
|Tsim Sha Tsui, Kowloon, 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 smaller reporting 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 April 14, 2009.

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 ended FEBRUARY 28, 2009

|BALANCE
        SHEETS AS OF FEBRUARY 28, 2009 (UNAUDITED), AND MAY 31, 2008.                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                      
|STATEMENTS
        OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2009
        (UNAUDITED), AND FEBRUARY 29, 2008 (UNAUDITED), AND THE PERIOD FROM
        MAY 17, 2006 (INCEPTION), TO FEBRUARY 28, 2009 (UNAUDITED).
|                                                                                                                                                                                                                                      
|STATEMENT
        OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006
        (INCEPTION), TO FEBRUARY 28, 2009 (UNAUDITED).                                                                                           
|                                                                                                                                                                                                                                      
|STATEMENTS
        OF CASH FLOWS FOR THE NINE MONTHS ENDED FEBRUARY 28, 2009 (UNAUDITED),
        AND FEBRUARY 29, 2008 (UNAUDITED), AND FOR THE PERIOD FROM MAY
        17, 2006 (INCEPTION), TO FEBRUARY 28, 2009 (UNAUDITED).      
|                                                                                                                                                                                                                                      
|NOTES
        TO THE FINANCIAL STATEMENTS (UNAUDITED).                                                                                                                                                                                

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|BALANCE SHEETS                           
|AS OF FEBRUARY 28, 2009, AND MAY 31, 2008

|                                                            |   | February 28, 2009 |   |   | May 31, 2008 |  
|----------------------------------------------------------- | - | ----------------- | - | - | ------------ | -
|                                                            |   | (Unaudited)       |   |   |              |  
|                                                            |   |                   |   |   |              |  
|ASSETS                                                      |   |                   |   |   |              |  
|                                                            |   |                   |   |   |              |  
|CURRENT ASSETS                                              |   |                   |   |   |              |  
|Cash                                                        | $ | 117               |   | $ | 11,609       |  
|TOTAL ASSETS                                                | $ | 117               |   | $ | 11,609       |  
|                                                            |   |                   |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)        |   |                   |   |   |              |  
|                                                            |   |                   |   |   |              |  
|CURRENT LIABILITIES                                         |   |                   |   |   |              |  
|Due to a former officer (Note 3)                            | $ | 5,233             |   | $ | 5,000        |  
|Due to an officer
      and director (Note 3)               |   | 1,290             |   |   | -            |  
|Due to a related party (Note 3)                             |   | 14,929            |   |   | -            |  
|Accounts payable and accrued
      liabilities              |   | 500               |   |   | 13,772       |  
|                                                            |   |                   |   |   |              |  
|TOTAL LIABILITIES                                           |   | 21,952            |   |   | 18,772       |  
|                                                            |   |                   |   |   |              |  
|                                                            |   |                   |   |   |              |  
|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        |  
|Additional paid-in capital                                  |   | 20,100            |   |   | 20,100       |  
|Deficit accumulated during the exploration
      stage      |   | (49,135           | ) |   | (34,463      | )
|Total
      stockholders equity (deficit)                  |   | (21,835           | ) |   | (7,163       | )
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)        | $ | 117               |   | $ | 11,609       |  

The accompanying notes are an integral part of these financial
  statements

---

|OSPREY VENTURES, INC.                                                              
|-----------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                     
|                                                                                   
|STATEMENTS OF OPERATIONS                                                           
|FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2009,
      AND FEBRUARY 29, 2008,
|AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO FEBRUARY
      28, 2009           
|(Unaudited)                                                                        

|                                    |   | Three Months |   |   | Three Months |   |   | Nine Months  |   |   | Nine Months  |   |   | May 17, 2006,  |  
|----------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                    |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | (inception) to |  
|                                    |   | February 28, |   |   | February 29, |   |   | February 28, |   |   | February 29, |   |   | February 28,   |  
|                                    |   | 2009         |   |   | 2008         |   |   | 2009         |   |   | 2008         |   |   | 2009           |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|REVENUE                             | $ | -            |   | $ | -            |   | $ | -            |   | $ | -            |   | $ | -              |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total revenue                       |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | -              |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|EXPENSES                            |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Bank charges                        |   | 32           |   |   | 39           |   |   | 120          |   |   | 143          |   |   | 540            |  
|Loss on currency exchange           |   | (1,495       | ) |   | -            |   |   | 438          |   |   | 309          |   |   | 792            |  
|Interest expense on promissory note |   | 242          |   |   | -            |   |   | 367          |   |   | -            |   |   | 412            |  
|Contributed administrative support  |   | -            |   |   | -            |   |   | -            |   |   | 100          |   |   | 300            |  
|Office                              |   | -            |   |   | 1,557        |   |   | 119          |   |   | 1,657        |   |   | 3,913          |  
|Organizational costs                |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 300            |  
|Professional fees                   |   | 906          |   |   | 2,638        |   |   | 9,195        |   |   | 9,638        |   |   | 31,909         |  
|Corporate services                  |   | -            |   |   | -            |   |   | -            |   |   | 5,000        |   |   | 5,000          |  
|Public relations                    |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 790            |  
|Registration and filing fees        |   | -            |   |   | -            |   |   | 3,143        |   |   | -            |   |   | 3,143          |  
|Travel and meals                    |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 746            |  
|Management fees                     |   | 1,290        |   |   | -            |   |   | 1,290        |   |   | -            |   |   | 1,290          |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total expenses                      |   | 975          |   |   | 4,234        |   |   | 14,672       |   |   | 16,847       |   |   | 49,135         |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|NET LOSS FOR
      THE PERIOD       | $ | (975         | ) | $ | (4,234       | ) | $ | (14,672      | ) | $ | (16,847      | ) | $ | (49,135        | )
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|BASIC AND DILUTED LOSS              |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|PER COMMON SHARE                    | $ | (0.001       | ) | $ | (0.001       | ) | $ | (0.002       | ) | $ | (0.002       | ) |   |                |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|WEIGHTED AVERAGE                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|NUMBER OF BASIC AND                 |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|DILUTED COMMON SHARES               |   | 7,200,000    |   |   | 7,200,000    |   |   | 7,200,000    |   |   | 7,200,000    |   |   |                |  
|OUTSTANDING                         |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  

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 FEBRUARY
      28, 2009 (UNAUDITED)

|                                         |              |  |   |            |  |   |         |  |   |              |   |   | Deficit     |   |   |         |  
|---------------------------------------- | ------------ |  | - | ---------- |  | - | ------- |  | - | ------------ | - | - | ----------- | - | - | ------- | -
|                                         | (Note 6 )    |  |   |            |  |   |         |  |   | Accumulated  |   |   |             |  
|                                         | Common Stock |  |   | Additional |  |   | Share   |  |   | During the   |   |   |             |  
|                                         | Number of    |  |   |            |  |   | Paid-in |  |   | Subscription |   |   | Exploration |   |   |         |  
|                                         | shares       |  |   | Amount     |  |   | Capital |  |   | Receivable   |   |   | Stage       |   |   | Total   |  
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Common stock issued for cash at          |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|$0.001 per share                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|- May 31, 2006 (note 3)                  | 5,000,000    |  | $ | 5,000      |  | $ | -       |  | $ | -            |   | $ | -           |   | $ | -       |  
|- Share Subscription receivable          | -            |  |   | -          |  |   | -       |  |   | (5,000       | ) |   | -           |   |   | -       |  
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Net loss for the period ended            |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|May 31, 2006                             | -            |  |   | -          |  |   | -       |  |   | -            |   |   | (300        | ) |   | (300    | )
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Balance, May 31, 2006                    | 5,000,000    |  |   | 5,000      |  |   | -       |  |   | (5,000       | ) |   | (300        | ) |   | (300    | )
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Share Subscription Received              | -            |  |   | -          |  |   | -       |  |   | 5,000        |   |   | -           |   |   | 5,000   |  
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|March 23, 2007, common stock sold in     |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|private placement offering
      ($0.01/ |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|share) (note 6)                          | 2,200,000    |  |   | 2,200      |  |   | 19,800  |  |   | -            |   |   | -           |   |   | 22,000  |  
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Net loss for the year ended              |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|May 31, 2007                             | -            |  |   | -          |  |   | 200     |  |   | -            |   |   | (12,102     | ) |   | (11,902 | )
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Balance May 31, 2007                     | 7,200,000    |  |   | 7,200      |  |   | 20,000  |  |   | -            |   |   | (12,402     | ) |   | 14,798  |  
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Contributed administrative support       | -            |  |   | -          |  |   | 100     |  |   | -            |   |   | -           |   |   | 100     |  
|                                         |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|Net loss for the year ended              |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|May
      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 nine month period ended |              |  |   |            |  |   |         |  |   |              |   |   |             |   |   |         |  
|February 28, 2009 (unaudited)            | -            |  |   | -          |  |   | -       |  |   | -            |   |   | (14,672     | ) |   | (14,672 | )
|                                         | 7,200,000    |  | $ | 7,200      |  | $ | 20,100  |  | $ | -            |   | $ | (49,135     | ) | $ | (21,835 | )

The accompanying notes are an integral part of these financial
  statements

---

|OSPREY VENTURES, INC.                                                    
|-------------------------------------------------------------------------
|(An Exploration Stage Company)                                           
|                                                                         
|STATEMENTS OF CASH FLOWS                                                 
|FOR THE NINE MONTHS ENDED FEBRUARY 28, 2009, AND FEBRUARY
      29, 2008,
|AND FOR THE PERIOD FROM INCEPTION TO FEBRUARY 28, 2009                   
|(Unaudited)                                                              

|                                                            |   |                   |   |   |                   |   |   | Cumulative results of |  
|----------------------------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | --------------------- | -
|                                                            |   | Nine Months       |   |   | Nine Months       |   |   | operations May 17,    |  
|                                                            |   | Ended             |   |   | Ended             |   |   | 2006 (inception), to  |  
|                                                            |   | February 28, 2009 |   |   | February 29, 2008 |   |   | February 28, 2009     |  
|                                                            |   |                   |   |   |                   |   |   |                       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |   |                   |   |   |                   |   |   |                       |  
|Net loss for the period                                     | $ | (14,672           | ) | $ | (16,847           | ) | $ | (49,135               | )
|Adjustments to reconcile net loss
      to net cash used in |   |                   |   |   |                   |   |   |                       |  
|operating activities                                        |   |                   |   |   |                   |   |   |                       |  
|-
      contributed administrative expense                  |   | -                 |   |   | 100               |   |   | 300                   |  
|Changes in:                                                 |   |                   |   |   |                   |   |   |                       |  
|- due to a related
      party                              |   | 1,290             |   |   | -                 |   |   | 1,290                 |  
|- accounts payable and accrued liabilities                  |   | (12,859           | ) |   | 3,500             |   |   | 913                   |  
|                                                            |   |                   |   |   |                   |   |   |                       |  
|NET CASH USED IN OPERATING                                  |   |                   |   |   |                   |   |   |                       |  
|ACTIVITIES                                                  |   | (26,241           | ) |   | (13,247           | ) |   | (46,632               | )
|                                                            |   |                   |   |   |                   |   |   |                       |  
|CASH FLOWS FROM FINANCING ACTIVITIES                        |   |                   |   |   |                   |   |   |                       |  
|Proceeds from issuance of common stock                      |   | -                 |   |   | -                 |   |   | 27,000                |  
|Proceeds from issuance of notes payable                     |   | 14,749            |   |   | -                 |   |   | 19,749                |  
|                                                            |   |                   |   |   |                   |   |   |                       |  
|NET CASH PROVIDED BY FINANCING                              |   |                   |   |   |                   |   |   |                       |  
|ACTIVITIES                                                  |   | 14,749            |   |   | -                 |   |   | 46,749                |  
|                                                            |   |                   |   |   |                   |   |   |                       |  
|NET INCREASE (DECREASE) IN CASH                             |   | (11,492           | ) |   | (13,247           | ) |   | 117                   |  
|                                                            |   |                   |   |   |                   |   |   |                       |  
|CASH, BEGINNING
      OF PERIOD                             |   | 11,609            |   |   | 23,198            |   |   | -                     |  
|                                                            |   |                   |   |   |                   |   |   |                       |  
|CASH, END OF PERIOD                                         | $ | 117               |   | $ | 9,951             |   | $ | 117                   |  

The accompanying notes are an integral part of these financial
  statements

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 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, 2008, as filed
  with the S.E.C. on Form S-1 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, 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.

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 its ability to continue as a going concern.
  Inherent in the Companys business are various risks and uncertainties,
  including its limited operating history, historical operating losses, dependence
  upon strategic alliances, and the historical success rate of mineral exploration.

As shown in the accompanying financial
  statements, the Company has incurred an accumulated deficit of $49,135 for the
  period from May 17, 2006 (inception), to February 28, 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 it 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.

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2009                        

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
  former secretary loaned the Company $5,000 in exchange for a promissory note.
  The note carries a five percent (5%) interest rate and matures in June 2009.
  Accrued interest payable on the note was $233 at February 28, 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 $14,929 at February 28,
  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 contract was $1,290 at February 28,
  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, 2008, to acquire
  a 25% interest in a mining property with no known reserves, in Jiangxi Province,
  China.

As of February 28, 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:

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2009                        

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

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

Exploration Expenditures
      Due
        Date$20,000
      May
        31, 2009$40,000
      May
        31, 2010$60,000


| | B. | Make annual payments of $25,000, commencing May 31,
        2011, 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, 2011.               
| |    |                                                                                                                                                                                                                                                             
| | 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

The Company has adopted FASB No. 109
  and FIN No. 48 for reporting purposes. As of May 31, 2008, the Company had net
  operating loss carry forwards of approximately $34,463 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.

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                                                    

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2009                        

NOTE 6  CAPITAL STOCK (continued)

| |    | 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  REGISTRATION STATEMENT  PROSPECTUS OFFERING

In November 2008 the Company filed a
  Form S-1 registration statement with the Securities and Exchange Commission
  whereby the Company is offering a minimum of 1,000,000 and a maximum of 2,000,000
  common shares on a best efforts basis at a price of $0.05 per share.

In addition, the registration statement
  is qualifying the resale of up to 2,200,000 previously issued shares whereby
  certain selling shareholders are offering 2,200,000 shares on a best efforts
  basis at a price of $0.05 per share. The registration statement became effective
  on September 18, 2008.

---

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 7, 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.

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 only be 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                                                                                                                                                                                                                                                                                     

---

3

|                | defined as the distribution of the elements in the
      earths crust; the distribution and migration of the individual elements
      in the various parts of the earth.                                                                                                                                                         
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                    
|Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                   
|                |                                                                                                                                                                                                                                                                                                                                    
|Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                          
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure, characteristic chemical composition,
      crystal form and 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.

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
$0.133 which is the approximate average exchange rate during recent months and
which is consistent with the incorporated financial statements.

|                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS
      AND FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING
      FEBRUARY 28, 2009, SHOULD BE READ IN CONJUNCTION WITH THE
      CORPORATIONS CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE
      NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q AND IN OUR
      ANNUAL REPORT ON FORM S-1.

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 Unit D, 15th
Floor, 8 Hart Avenue, 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 claim or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of
such work concludes economic and legal feasibility.

On April 22, 2007, we optioned a 25 percent interest in a gold
exploration and mining property referred to as the Gao Feng Gold Mining Property
located 16 km northwest of Ruichang City, approximately 400 km west of Shanghai,
in north-eastern Jiangxi Province, China by entering into an Option To Purchase
And Royalty Agreement with Jiujiang Gao Feng Mining Industry Limited Company of
Jiangxi City, Jiangxi Province, China, the beneficial owner of the property, an
arms-length Chinese corporation. The option allows us to acquire an interest in
the property by making certain expenditures and carrying out certain exploration
work.

---

4

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, 2009;                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (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, 2010;                                         
| | (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, 2011 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, 2011.
| |     |                                                                                                                                                                                                                                                                           

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 claims are unencumbered and there are no competitive
conditions which affect the property. There is no insurance covering the claims.
We believe that no insurance is necessary since the claims are unimproved and
contain no buildings or improvements. There are no parks or developments that
would interfere with exploration for or exploitation of any mineral deposits
that might be located on the site. There are no disputes as to title or liens
registered on the claim.

Gao Feng-Lin, Senior Engineer, Jiangxi Geological Engineering
Group Company, Jiujiang Branch, who has practiced his profession as an
exploration geologist for over 20 years, graduated from Gan-Zhou Geosciences
Institute, with the educational equivalency of a U.S. designated geological
engineer, authored the Report of Exploration at the Gao Feng Gold Property
dated April 23, 2007 (the Report), in which his firm recommends a two-phase
exploration program to properly evaluate the potential of the property.

In December 2008 Jiujiang renewed its exploration rights to
3.252 square kilometers covering the Gao Feng property, which will expire in
December 2012 subject to renewal upon expiry. Although Jiujiang believes that it
will be able to renew licenses as it has done in the past, there can be no
assurance that it will be able to exploit the entire mineral resources of the
property during its license period. If Jiujiang fails to renew its exploration
rights upon expiry or if it cannot effectively utilize the resources within a
license period, the operation and performance of Jiujiang and the Gao Feng
property may be adversely affected.

The Vendor of the option is responsible for all local
contracts, work and permitting. Jiujiang has provided assurances that all
permits, licenses and matters pertinent to the first phase of our exploration
program are either currently in place. As of the date of this report, we believe
that Jiujiang is current with all requirements under local and State laws and
rules.

Regional Geology

The mining area is located at the southeast edge of the Yangtze
and Jiangnan platforms in the north-eastern slopes of the deep fracture belts in
the northeast of Jiangxi Province. The exposure of the stratums in this area is
mainly in the form of metamorphic rocks which were laid down in the times of
Proterozoic or Later Proterozoic Eras of the Shuangqiao Mountain Group and the
Climbing Mountain Group. The geological structure is well developed and magmatic
actives are frequent which has provided good formative conditions for gold ore
depositions. These are all indicators of the possible presence of gold in the
area of

---

5

the property. Three sites of potential interest have been
located on the property and received minor exploration work consisting of
pitting, geology, sampling and a magnetic survey.

History

No previous work has been performed on the property by
Osprey.

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 $117
in cash reserves as of February 28, 2009. Accordingly, we will not be able to
proceed with the exploration program without additional financing.

It is our intention to retain the services of the Jiujiang
Geological Engineering Group Company and Mr. Gao prior to commencement of work
on the property to complete the first phase of the work program. We will assess
the results of this program upon receipt of the report. The cost estimates for
this and other phases of the work program are based on the Reports
recommendations and reflect local costs.

Phase I Exploration Program

We must conduct exploration to determine if gold exists on the
property and if any which is found can be economically extracted and profitably
processed. 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.

Geophysical surveying involves the measurement of various
physical properties of the rocks at the site as well as interpreting that
information in terms of the structure and nature of the rock. The geoscientist
will take different measurements of the various physical and geological
properties of the rocks and interpret the results in terms of what we are
seeking. These methods include magnetic, electrical and seismic measurements. He
will then interpret all the data obtained, plot it on the map we have generated
and provide his best estimate of the chances of finding gold and what additional
efforts we must undertake in a follow-up phase.

Over the next three months we intend to complete the first
phase of the exploration plan on our optioned property; to date we have not
performed any work. If our initial exploration efforts are favourable, we intend
to proceed with longer term exploration of the property.

Our plan of operation for the period through May 31, 2009
is:

Prior to the commencement of phase I of
the work program, Osprey will maintain its business and remain compliant with
regulatory requirements but will not advance its business plan until the sale of
shares under our S-1 registration statement is completed.

Commencing no later than May 15, 2009,
phase I of the work program will establish a grid, complete general prospecting
and geological mapping of the property, run 2,200 cubic meters of trenching,
diamond drill 1,000 meters as well as provide a report on the work accomplished
with specific recommendations for the future at a total cost to Osprey of
$30,000 (25% of projected expenditure).

---

6

July and August, 2009  the various
samples will be sent to a lab for analysis of their chemical makeup.

September, 2009  once all the sample
information is available, a professional geoscientist will require at least one
month to correlate the information and write a report either recommending that
further work is warranted on the property or that the property cannot have any
further value added by doing additional exploration in which case he would
recommend abandonment of the property. The cost of the report and his
supervision during the physical work on the property is included in the above
estimate.

October, to December, 2009  we expect
to have the report on phase I of the exploration program in hand in late 2009
and will then be in a position to determine what the next step will be in the
development of our business plan. If the report is favourable and advises that
we proceed to phase II of the exploration program, we will then have to
determine how we can raise the funds required for the second phase which are
currently estimated at $50,000 ($200,000 being the totally budgeted and
currently planned cost of phase II to the partnership). If the report advises
abandoning the property as having little or no value, we will terminate the
option. Various options will be reviewed as to funding public financing,
private funding, loans or possible joint venture opportunities. Each of these
will have to be evaluated for merit, cost and the most favourable basis for
Osprey and its shareholders. This process will require from four to eight weeks
to complete. It is our intention to retain a North American educated
geoscientist to evaluate and conform to American standards the phase I work
program on the property and to make his own recommendations independent of the
Jiujiang report.

Phase II will not be carried out until 2010 and will be
contingent upon favourable results from phase I and any specific recommendations
of the 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). Four months may
be required for analysis and the preparation of a report and evaluation on the
work accomplished.

Although it may appear that phase II merely continues phase I,
such is not entirely the case. The work is phased in such a manner as to allow
decision points to ensure that future work has a value and will provide better
or additional information as to the viability of the claims. By utilizing a
multi-phase work program, at the end of each phase a decision can be made as to
whether the phase has provided the necessary information to increase the
viability of the project. If the information obtained as a result of any phase
indicates that there is no increased probability of finding an economically
viable deposit at the end of the project, a determination would be made that the
work should cease at that point. This is a standard procedure in the industry
prior to the commitment of additional funding to move a project forward to the
next phase of exploration and/or development.

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 James Yiu Yeung Lung,
our senior officer and director and Ma Cheng Ji a director.

At present, we have no employees, other than Messrs. Yiu and
Ma. Mr. Ma does not have an employment agreement with us. 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 for a one year
period payable on the first of each month (approximately US $650 per month based
on current exchange rates). 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

---

7

as senior geological consultant. We do not intend to initiate
negotiations or hire anyone until our IPO has closed.

Offices

Our offices are located at Unit D, 15th Floor, 8 Hart Avenue,
Tsim Sha Tsui, Kowloon, Hong Kong. Currently, these facilities are provided to
us by James Yiu Yeung Lung, 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.
Additionally, 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 completion of our S-1 registration statement
offering, we will have sufficient financial resources to complete the first
phase of our proposed exploration 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.

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 nine months ended February 28, 2009 and February 29, 2008, and from May
17, 2006, (inception) through February 28, 2009, are presented in the following
discussion.

Since inception, we have used our common stock and an advance
from a related party 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 February 28, 2009, was $46,778 as a
result of proceeds received from sales of our common stock ($27,000), an advance
from a former director ($5,000) and the proceeds to date from a line of credit
we have been able to negotiate at an interest rate of 7.5% per annum
($14,748).

---

8

The Corporation did not generate any revenues from operations
for the quarter or nine months ended February 28, 2009. To date, we have not
generated any revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters and nine month periods
ended February 28, 2009, and February 29, 2008, was $0.

COMMON STOCK Net cash provided by financing activities during
the quarter and nine months ended February 28, 2009, was $14,749 from the
proceeds of the line of credit that we were able to arrange and was nil ($0) for
the same period in 2008 and for the period from inception on May 17, 2006,
through to and including February 28, 2009, the amount was $46,778 of which
$27,000 was provided by the sale of common stock in 2006. No options or warrants
were issued to issue shares at a later date in the most recent quarter.

EXPENSES

Expense Item
    For the Quarter ended
      February 28, 2009
    For the Quarter ended
      February 29, 2008
    For the Nine months ended
      February 28, 2009
    For the Nine months ended
      February 29, 2008
    May 17, 2006 (Inception) thru
      February 28, 2009Bank charges
    $ 32
    $ 39
    120
    143
    $ 540Loss on currency
      exchange
    (1,495)
    
    438
    309
    792Interest on
      promissory note
    242
    
    367
    
    412Contributed admin.
      support
    
    
    -
    100
    300Office
    
    1,557
    119
    1,657
    3,913Organizational
      costs
    
    
    -
    
    300Professional fees
    906
    2,638
    9,195
    9,638
    31,909Corporate services
    
    
    -
    5,000
    5,000Public relations
    
    
    -
    
    790Registration and
      filing fees
    
    
    3,143
    
    3,143Travel and meals
    
    
    
    
    746Management fees
    1,290
    
    1,290
    
    1,290TOTAL
      EXPENSES
    $ 975
    $4,234
    14,672
    16,847
    $49,135


SUMMARY  Total expenses were $975 in the quarter ended
February 28, 2009, and $4,234 for the similar period in 2008. For the nine month
periods ended February 28, 2009, and February 29, 2008, the comparative values
were $14,672 and $16,847 respectively. A total of $49,135 in expenses has been
incurred since inception on May 17, 2006, through February 28, 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 lower in the quarter and nine month periods under discussion as we are
relatively inactive while we are selling our S-1 IPO offering. Costs can be
further subdivided into:

BANK CHARGES: Osprey incurred $32 in bank and related fees for
the quarter ended on February 28, 2009, and $39 for the similar period in 2008.
For the nine month periods ended February 28, 2009, and February 29, 2008, the
comparative values were $120 and $143 respectively. From inception on May 17,
2006, we have incurred a total of $540 in bank charges. This cost category
should generally have little variance between quarters.

LOSS ON CURRENCY EXCHANGE: Osprey incurred $1,495 in gains on
currency exchange in the most recent quarter ended on February 28, 2009, and $0
(nil) for the quarter ended February 29, 2008. For the nine month periods ended
February 28, 2009, and February 29, 2008, the comparative values were $438

---

9

and $309 respectively. From inception to May 17, 2006, we have
incurred a total of $792 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 and CA $20,000 to pay for existing accounts payable through a
related party which is charging us 7.5% interest on the amounts utilized. During
this last quarter we incurred $242 for the interest due on those lines of
credit. During the similar period in 2008 there were no such charges or
accruals. From inception on May 17, 2006, we have incurred a total of $412 in
interest payable on the lines of credit. In the future this cost category will
change based on whether there are advances or loans from related parties. The
first note is due and payable on June 1, 2009, and the lines of credit are
payable on December 01, 2009.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarter ended
February 28, 2009, while $0 was incurred in the nine months ended on February
29, 2008. For the nine month periods ended February 28, 2009, and February 29,
2008, the comparative values were $0 and $100 respectively. A total of $300 has
been incurred in the period from inception on May 17, 2006, to February 28,
2009. All contributed expenses are reported as contributed costs with a
corresponding credit to additional paid-in capital.

OFFICE EXPENSES: No office costs were incurred in the quarter
ended February 28, 2009, but $1,557 was incurred for the similar period in 2008.
For the nine month periods ended February 28, 2009, and February 29, 2008, the
comparative values were $119 and $1,657 respectively. For the period May 17,
2006, (inception) through February 28, 2009, a total of $3,913 has been spent on
office related expenses. Cost items included encompass telephone, facsimile,
courier, photocopying, postage 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 nine months ended on February 28, 2009, or for
the similar periods in 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 $906 in professional fees
for the quarter ended on February 28, 2009, and $2,638 for the 2008 period. For
the nine month periods ended February 28, 2009, and February 29, 2008, the
comparative values were $9,195 and $9,638 respectively. From inception on May
17, 2006, we have incurred a total of $31,909 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 nine months ended February 28, 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 $1,290 in management service fees for the quarter ended on February 28,
2009, and nil ($0) for the similar period in 2008. For the nine month periods
ended February 28, 2009, and February 29, 2008, the comparative values were
$1,290 and $0 (nil) respectively. From inception on May 17, 2006, we have
incurred a total of $1,290 in management service fees.

CORPORATE SERVICES: Osprey incurred $0 in corporate service
fees for the quarter ended on February 28, 2009, and nil ($0) for the similar
period in 2008. For the nine month periods ended February 28, 2009, and February
29, 2008, the comparative values were $0 and $5,000 respectively. From inception
on May 17, 2006, we have incurred a total of $5,000 in corporate service fees.

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10

PUBLIC RELATIONS: Osprey incurred $0 in public relations and
related costs for the quarters and nine months ended on February 28, 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 $0 (nil)
registration and filing fee expenses for the quarter ended on February 28, 2009,
and nil for the similar period in 2008. For the nine month periods ended
February 28, 2009, and February 29, 2008, the comparative values were $3,143 and
$0 respectively. From inception on May 17, 2006, we have incurred a total of
$3,143 in registration and filing fees. This cost category will vary depending
on the capital raising activities of the Corporation.

TRAVEL AND MEAL EXPENSES: Nil ($0) was spent in travel and meal
costs in the quarters and nine month periods which ended on February 28, 2009,
and 2008. For the period May 17, 2006, (inception) through February 28, 2009 a
total of $746 has been spent on travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the nine month
period ended on February 28, 2009, $26,241 in net cash was used while $13,247
was used for the similar period in 2008. A total of $46,632 in net cash has been
used for the period from Inception on May 17, 2006, to February 28, 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 current quarter or nine month period under review,
Osprey did not sell any shares of its common stock. As of the date of this
report Osprey has 7,200,000 common shares issued and outstanding.

Osprey continues to carefully control its expenses and overall
costs as it moves forward with the development of its business plan. Osprey does
not have any employees and engages 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, 2009 with the proceeds of our S-1 offering
which is expected to raise between $50,000 and $100,000. As of February 28,
2009, we had negative $21,835 in working capital.

For the balance of the current fiscal year to May 31, 2009, we
will concentrate our efforts on completing the IPO 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 and completed 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 2008  2009. 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
    30,000


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11

Phase II
      exploration program
    50,000Working Capital
    45,000Total
    $160,000


As at February 28, 2009, we had a working capital deficit of
$21,835. 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, 2008, our independent auditors 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 ended February 28, 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 February 28, 2009, was $46,778 as a result of
gross proceeds received from sales of our common stock (less offering costs)
($27,000), an advance in the form of a promissory note from a related party
($5,000) and the proceeds to date from a line of credit we have negotiated
($14,748). 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.

As of February 28, 2009, our total assets which consist
entirely of cash in the amount of $117 and our total liabilities were $21,952.
Working capital stood at negative $21,835.

For the quarter ended February 28, 2009, the net loss was $975
($0.000 per share) while for the nine month period ending February 28, 2009, the
net loss was $14,672 ($0.002 per share) The loss per share was based on a
weighted average of 7,200,000 common shares outstanding for each of the periods
quoted. The net loss from May 17, 2006, (inception) to February 28, 2009, is
$49,135.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
February 28, 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

None.

Item 4. Controls and Procedures

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12

|(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 (defined below)). 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 effective to ensure
      that information required to be disclosed in reports filed under the
      Securities Exchange Act of 1934, as amended (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 February 28, 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.

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

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13

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 February 28, 2009, was $46,749 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
    540Loss on currency
      exchange
    792Interest on
      promissory note
    412Contributed
      administrative support
    300Management service
      fees
    1,290Office
    3,913Organizational
      costs
    300Professional fees
    31,909Corporate services
    5,000Public relations
    790Registration and
      filing fees
    3,143Travel and meals
    746Total Use of Proceeds to February 28, 2009
    $49,135


Common Stock

During the three- and nine-month periods ended February 28,
2009, no shares of common stock were issued. As of February 28, 2009, and April
14, 2009, there were 7,200,000 shares issued and outstanding.

Options

No options were granted during the three- and nine-month
periods ending February 28, 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 D, 15th Floor, 8 Hart Avenue, Tsim Sha Tsui,
Kowloon, Hong Kong.

Web Site

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 28,
2009: Nil

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14

|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: April 14, 2009.                                                              
| | -----------------------------------------------------------------------------------
| |                                                                                    
| | BY:                                                                                
| |                                                                                    
| | James Yiu Yeung Lung, President,
      Chief Executive Officer, Principal Executive
| |                                                                                    
| |                                                                                    
| |                                                                                    
| | BY:                                                                                
| |                                                                                    
| | Jack Ma Cheng Ji, Member of the Board
      of Directors                           

---