---

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

FORM 10-Q

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

For the quarterly period ended NOVEMBER 30, 2008

[ ] 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                |                                     
|(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 January 09, 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 NOVEMBER 30, 2008

BALANCE SHEETS AS OF NOVEMBER 30, 2008 (UNAUDITED) AND MAY
  31, 2008

STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
  NOVEMBER 30, 2008 (UNAUDITED) AND NOVEMBER 30, 2007 (UNAUDITED), AND THE PERIOD
  FROM MAY 17, 2006 (INCEPTION) TO NOVEMBER 30, 2008 (UNAUDITED)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD
  FROM MAY 17, 2006 (INCEPTION) TO NOVEMBER 30, 2008 (UNAUDITED)

STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER
  30, 2008 (UNAUDITED) AND NOVEMBER 30, 2007 (UNAUDITED) AND FOR THE PERIOD FROM
  MAY 17, 2006 (INCEPTION) TO NOVEMBER 30, 2008 (UNAUDITED)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

---

|OSPREY VENTURES, INC.                   
|----------------------------------------
|(An Exploration Stage Company)          
|                                        
|BALANCE SHEETS                          
|AS OF NOVEMBER 30, 2008 AND MAY 31, 2008

|                                                            |   | November 30, |   |   | May 31, 2008 |  
|----------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                            |   | 2008         |   |   |              |  
|                                                            |   | (Unaudited)  |   |   |              |  
|                                                            |   |              |   |   |              |  
|ASSETS                                                      |   |              |   |   |              |  
|                                                            |   |              |   |   |              |  
|CURRENT ASSETS                                              |   |              |   |   |              |  
|Cash                                                        | $ | 151          |   | $ | 11,609       |  
|TOTAL ASSETS                                                | $ | 151          |   | $ | 11,609       |  
|                                                            |   |              |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)              |   |              |   |   |              |  
|                                                            |   |              |   |   |              |  
|CURRENT LIABILITIES                                         |   |              |   |   |              |  
|Due to a related
      party (Note 3)                       | $ | 5,000        |   | $ | 5,000        |  
|Accounts payable and accrued liabilities                    |   | 16,011       |   |   | 13,772       |  
|                                                            |   |              |   |   |              |  
|TOTAL LIABILITIES                                           |   | 21,011       |   |   | 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      |   | (48,160      | ) |   | (34,463      | )
|Total stockholders equity (deficit)                        |   | (20,860      | ) |   | (7,163       | )
|TOTAL LIABILITIES
      AND STOCKHOLDERS EQUITY (DEFICIT)  | $ | 151          |   | $ | 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 SIX MONTHS ENDED NOVEMBER 30, 2008                   
|AND NOVEMBER 30, 2007                                                  
|AND THE PERIOD FROM MAY 17, 2006 (INCEPTION) TO NOVEMBER
      30, 2008
|(Unaudited)                                                            

|                                    |   | Three Months |   |   | Three Months |   |   | Six Months   |   |   | Six Months   |   |   | May 17, 2006   |  
|----------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                    |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | (inception) to |  
|                                    |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | November 30,   |  
|                                    |   | 2008         |   |   | 2007         |   |   | 2008         |   |   | 2007         |   |   | 2008           |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|REVENUE                             | $ | -            |   | $ | -            |   | $ | -            |   | $ | -            |   | $ | -              |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total revenue                       |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | -              |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|EXPENSES                            |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Bank charges                        |   | 47           |   |   | 63           |   |   | 88           |   |   | 104          |   |   | 508            |  
|Loss on currency exchange           |   | 399          |   |   | 242          |   |   | 1,934        |   |   | 309          |   |   | 2,287          |  
|Interest expense on promissory note |   | 62           |   |   | -            |   |   | 125          |   |   | -            |   |   | 171            |  
|Contributed administrative support  |   | -            |   |   | -            |   |   | -            |   |   | 100          |   |   | 300            |  
|Office                              |   | 119          |   |   | 100          |   |   | 119          |   |   | 100          |   |   | 3,913          |  
|Organizational costs                |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 300            |  
|Professional fees                   |   | 6,989        |   |   | 7,000        |   |   | 8,289        |   |   | 7,000        |   |   | 31,002         |  
|Corporate services                  |   | -            |   |   | -            |   |   | -            |   |   | 5,000        |   |   | 5,000          |  
|Public relations                    |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 790            |  
|Registration and filing fees        |   | 1,746        |   |   | -            |   |   | 3,142        |   |   | -            |   |   | 3,143          |  
|Travel and meals                    |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 746            |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total expenses                      |   | 9,362        |   |   | 7,405        |   |   | 13,697       |   |   | 12,613       |   |   | 48,160         |  
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|NET LOSS FOR THE PERIOD             | $ | (9,362       | ) | $ | (7,405       | ) | $ | (13,697      | ) | $ | (12,613      | ) | $ | (48,160        | )
|                                    |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|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 NOVEMBER
      30, 2008 (UNAUDITED)

|                                         |  |              |  |   |         |  |   |              |  |   |             |   |   | Deficit     |   |   |         |  
|---------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------ |  | - | ----------- | - | - | ----------- | - | - | ------- | -
|                                         |  |              |  |   |         |  |   |              |  |   |             |   |   | Accumulated |   |   |         |  
|                                         |  |              |  |   |         |  |   | Additional   |  |   | Share       |   |   | During the  |   |   |         |  
|                                         |  | (Note 6)     |  |   | Paid-in |  |   | Subscription |  |   | Exploration |   |   |             |  
|                                         |  | Common Stock |  |   | Capital |  |   | Receivable   |  |   | Stage       |   |   | Total       |  
|                                         |  | Number of    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|                                         |  | shares       |  |   | Amount  |  |   |              |  |   |             |   |   |             |   |   |         |  
|                                         |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Common stock issued for cash at          |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|$0.001 per share                         |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|- May 31, 2006 (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 six month period ended  |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|November 30, 2008 (unaudited)            |  | -            |  |   | -       |  |   | -            |  |   | -           |   |   | (13,697     | ) |   | (13,697 | )
|                                         |  | 7,200,000    |  | $ | 7,200   |  | $ | 20,100       |  | $ | -           |   | $ | (48,160     | ) | $ | (20,860 | )

The accompanying notes are an integral part of these financial
  statements

---

|OSPREY VENTURES, INC.                                                 
|----------------------------------------------------------------------
|(An Exploration Stage Company)                                        
|                                                                      
|STATEMENTS OF CASH FLOWS                                              
|FOR THE SIX MONTHS ENDED NOVEMBER 30, 2008 AND NOVEMBER
      30, 2007
|AND FOR THE PERIOD FROM INCEPTION TO NOVEMBER 30, 2008                
|(Unaudited)                                                           

|                                                            |  |                   |   |   |                   |   |   | Cumulative results 
    of operations |  
|----------------------------------------------------------- |  | ----------------- | - | - | ----------------- | - | - | ------------------------------------- | -
|                                                            |  | Six Months        |   |   | Six Months        |   |   | May 17, 2006                          |  
|                                                            |  | Ended             |   |   | Ended             |   |   | (inception) to                        |  
|                                                            |  | November 30, 2008 |   |   | November 30, 2007 |   |   | November 30, 2008                     |  
|                                                            |  |                   |   |   |                   |   |   |                                       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |  |                   |   |   |                   |   |   |                                       |  
|Net loss for the period                                     |  | (13,697           | ) | $ | (12,613           | ) | $ | (48,160                               | )
|Adjustments to reconcile net loss to net cash
      used in |  |                   |   |   |                   |   |   |                                       |  
|operating
      activities                                  |  |                   |   |   |                   |   |   |                                       |  
|-
        contributed administrative expense                |  |                   |   |   | 100               |   |   | 300                                   |  
|Changes in:                                                 |  |                   |   |   |                   |   |   |                                       |  
|- accounts payable and accrued liabilities                  |  | 2,239             |   |   | 1000              |   |   | 16,011                                |  
|                                                            |  |                   |   |   |                   |   |   |                                       |  
|NET CASH USED IN OPERATING                                  |  |                   |   |   |                   |   |   |                                       |  
|ACTIVITIES                                                  |  | (11,458           | ) |   | (11,513           | ) |   | (31,849                               | )
|                                                            |  |                   |   |   |                   |   |   |                                       |  
|CASH FLOWS FROM FINANCING ACTIVITIES                        |  |                   |   |   |                   |   |   |                                       |  
|Proceeds from issuance of common stock                      |  |                   |   |   | -                 |   |   | 27,000                                |  
|Proceeds from issuance of notes payable                     |  |                   |   |   | -                 |   |   | 5,000                                 |  
|                                                            |  |                   |   |   |                   |   |   |                                       |  
|NET CASH PROVIDED BY FINANCING                              |  |                   |   |   |                   |   |   |                                       |  
|ACTIVITIES                                                  |  | -                 |   |   | -                 |   |   | 32,000                                |  
|                                                            |  |                   |   |   |                   |   |   |                                       |  
|NET INCREASE (DECREASE) IN CASH                             |  | (11,458           | ) |   | (11,513           | ) |   | 151                                   |  
|                                                            |  |                   |   |   |                   |   |   |                                       |  
|CASH, BEGINNING
      OF PERIOD                             |  | 11,609            |   |   | 23,198            |   |   | -                                     |  
|                                                            |  |                   |   |   |                   |   |   |                                       |  
|CASH, END OF PERIOD                                         |  | 151               |   | $ | (11,685           | ) | $ | 151                                   |  

The accompanying notes are an integral part of these financial
  statements

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|November 30, 2008                        

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
  in its 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 $48,160 for the
  period from May 17, 2006 (inception) to November 30, 2008, 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
|November 30, 2008                        

NOTE 3  RELATED PARTY TRANSACTIONS

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

In 2006, the Company issued a total of
  5,000,000 shares of its restricted common stock to two directors (2,500,000
  to each) for $5,000 ($0.001/share) .

On March 25, 2008, the Companys
  secretary loaned the Company $5,000 in exchange for a promissory note. The note
  carries a five percent (5%) interest rate and matures in June, 2009. Accrued
  interest payable on the note was $171 at November 30, 2008.

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

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 November 30, 2008 the Company had
  not incurred any costs in regards to the option or the property.

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

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

|Exploration Expenditures | Due Date    
|------------------------ | ------------
|$20,000                  | May 31, 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.                                   

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|November 30, 2008                        

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

| | D. | Osprey may acquire an additional 26% of the right, title
        and interest, by the payment of US $25,000 and by incurring an additional
        US $100,000 in exploration expenditures on the Property on or before May
        31, 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 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.

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|November 30, 2008                        

NOTE 7  REGISTRATION STATEMENT  PROSPECTUS OFFERING
  (continued)

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 November 19, 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
"Risk Factors", 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 onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately evaluated as economically and
      legally feasible.
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                                                            
|Diamond drill | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.         
|              |                                                                                                                                                                                                                                                                                                                                                                            
|Exploration   | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                                 
|              |                                                                                                                                                                                                                                                                                                                                                                            
|Geochemistry  | Broadly defined as all parts of geology that involve
      chemical changes or narrowly                                                                                                                                                                                                                                                                                    

---

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). For purposes of consistency
  and to express United States Dollars throughout this report, Chinese 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 NOVEMBER 30, 2008
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, 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, Mr. Stephen B. Jackson, 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 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. He has
practiced his profession as an exploration geologist for over 20 years

In December, 2008, Jiujiang renewed its exploration rights to
3.252 square kilometers covering the Gao Feng property, which will expire in
December 2010, 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 or will be within the next few months. As
of the date of this report, we believe that Jiujiang is current with all
requirements under local and State laws, rules and other measures.

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

---

5

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.

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 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.

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

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 $151
in cash reserves as of November 30, 2008. 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

---

6

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 six 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 April 30,
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).

July and August, 2009  the various
samples will be sent to a lab for analysis of their chemical makeup which will
cost Osprey approximately $3,200 (included in the above estimates) from an
overall expenditure for this work of $9,600.

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 will be approximately
$7,600 of which $1,900 (25%) will be paid by Osprey.

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 and cease functioning. 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

---

7

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; neither has an employment agreement with us. We presently do not have
pension, health, annuity, insurance, stock options, profit sharing or similar
benefit plans; however, we may adopt such plans in the future. There are
presently no personal benefits available to employees.

We intend to hire geologists, engineers and excavation
subcontractors on an as needed basis. We have not entered into negotiations or
contracts with any of them although it is our intention to retain Gao Feng-lin
as senior geological consultant. We do not intend to initiate negotiations or
hire anyone until we receive proceeds from the IPO.

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.

Finally, 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 six months ended November 30, 2008 and November 30, 2007 and May 17,
2006 (inception) through November 30, 2008 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

---

8

costs) from inception on May 17, 2006 to November 30, 2008 was
$32,000 as a result of proceeds received from sales of our common stock
($27,000) and an advance from a former director ($5,000).

The Corporation did not generate any revenues from operations
for the quarter or six months ended November 30, 2008. To date, we have not
generated any revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters and six month periods
ended November 30, 2008 and November 30, 2007 was $0.

COMMON STOCK Net cash provided by financing activities during
the quarter and six months ended November 30, 2008 and 2007 was $0 and for the
period from inception on May 17, 2006 through to and including November 30, 2008
the amount was $32,000. 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
      November 30, 2008 | For the Quarter ended
      November 30, 2007 | For the Six months ended
      November 30, 2008 | For the Six months ended
      November 30, 2007 | May 17, 2006 (Inception) thru
      November 30, 2008
|---------------------------------- | --------------------------------------------- | --------------------------------------------- | ------------------------------------------------ | ------------------------------------------------ | -----------------------------------------------------
|Bank charges                       | $ 47                                          | $ 63                                          | 88                                               | 104                                              | $ 508                                                
|Loss on currency exchange          | 399                                           | 242                                           | 1,934                                            | 309                                              | 2,287                                                
|Interest on promissory note        | 62                                            |                                              | 125                                              | -                                                | 171                                                  
|Contributed administrative support |                                              |                                              | -                                                | 100                                              | 300                                                  
|Office                             | 119                                           | 100                                           | 119                                              | 100                                              | 3,913                                                
|Organizational costs               |                                              |                                              | -                                                | -                                                | 300                                                  
|Professional fees                  | 6,989                                         | 7,000                                         | 8,289                                            | 7,000                                            | 31,002                                               
|Corporate services                 |                                              |                                              | -                                                | 5,000                                            | 5,000                                                
|Public relations                   |                                              |                                              | -                                                | -                                                | 790                                                  
|Registration and filing fees       | 1,746                                         |                                              | 3,142                                            | -                                                | 3,143                                                
|Travel and meals                   |                                              |                                              | -                                                | -                                                | 746                                                  
|TOTAL EXPENSES                     | $ 9,362                                       | $7,405                                        | 13,697                                           | 12,613                                           | $48,160                                              

SUMMARY  Total expenses were $9,362 in the quarter ended
November 30, 2008 and $7,405 for the similar period in 2007. For the six month
periods ended November 30, 2008 and November 30, 2007, the comparative values
were $13,697 and $12,613 respectively. A total of $48,160 in expenses has been
incurred since inception on May 17, 2006 through November 30, 2008. These costs
have and will vary from quarter to quarter based on the level of general
corporate activity, exploration operations and capital raising. Costs are
generally lower in the quarter and six month 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 $47 in bank and related fees for
the quarter ended on November 30, 2008 and $63 for the similar period in 2007.
For the six month periods ended November 30, 2008 and November 30, 2007, the
comparative values were $88 and $104 respectively. From inception to May 17,
2006, we have incurred a total of $508 in bank charges. This cost category
should generally have little variance between quarters.

LOSS ON CURRENCY EXCHANGE: Osprey incurred $399 in losses on
currency exchange in the most recent quarter ended on November 30, 2008 and $242
for the quarter ended November 30, 2007. For the six month periods ended
November 30, 2008 and November 30, 2007, the comparative values were $1,934 and

---

9

$309 respectively. From inception to May 17, 2006, we have
incurred a total of $2,287 in losses on currency exchange.

INTEREST EXPENSE ON PROMISSORY NOTE: On March 25, 2008 a
related party advanced $5,000 to Osprey in the form of a promissory note which
bears interest at the rate of 5%. During this last quarter we incurred $62 for
the interest due on that note. During the similar period in 2007 there were no
such charges or accruals. From inception to May 17, 2006, we have incurred a
total of $171 in interest payable on the promissory note. In the future this
cost category will change based on whether there are advances or loans from
related parties. The note is due and payable in June 1,, 2009.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarter ended
November 30, 2008 while $0 was incurred in the three months ended on November
30, 2007. For the six month periods ended November 30, 2008 and November 30,
2007, 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 November 30, 2008.
All contributed expenses are reported as contributed costs with a corresponding
credit to additional paid-in capital.

OFFICE EXPENSES: $119 in office costs were incurred in the
quarter ended November 30, 2008 and $100 was incurred for the similar period in
2007. For the six month periods ended November 30, 2008 and November 30, 2007,
the comparative values were $119 and $100 respectively. For the period May 17,
2006 (inception) through November 30, 2008 a total of $3,913 has been spent on
office related expenses. Cost items included here 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 six months ended on November 30, 2008 or for
the similar periods in 2007. From inception to May 17, 2006, we have incurred a
total of $300 in organizational expenses. We expect infrequent charges to
this.

PROFESSIONAL FEES: Osprey incurred $6,989 in professional fees
for the quarter ended on November 30, 2008 and $7,000 for the 2007 period. For
the six month periods ended November 30, 2008 and November 30, 2007, the
comparative values were $8,289 and $7,000 respectively. From inception to May
17, 2006, we have incurred a total of $31,002 in professional fees mainly spent
on legal and accounting matters. This cost category will have vary in spending
depending on our legal and accounting activities.

COMPENSATION: No compensation costs were incurred for the
quarter or six months ended November 30, 2008 or 2007 and no direct compensation
costs have been incurred since inception.

CORPORATE SERVICES: Osprey incurred $0 in corporate service
fees for the quarter ended on November 30, 2008 and nil ($0) for the similar
period in 2007. For the six month periods ended November 30, 2008 and November
30, 2007, the comparative values were $0 and $5,000 respectively. From inception
to May 17, 2006, we have incurred a total of $5,000 in corporate service fees.

PUBLIC RELATIONS: Osprey incurred $0 in public relations and
related costs for the quarters and six months ended on November 30, 2008 and
2007. From inception to May 17, 2006, we have incurred a total of $790 in public
relations fees.

REGISTRATION AND FILING FEES: Osprey incurred $1,746 in
registration and filing fees for the quarter ended on November 30, 2008 and nil
for the similar period in 2007. For the six month periods ended November 30,
2008 and November 30, 2007, the comparative values were $3,142 and $0
respectively. From inception to 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 six month periods which ended on November 30, 2008 and
2007. For the period May 17, 2006 (inception) through November 30, 2008 a total
of $746 has been spent on travel and meal expenses.

---

10

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended on November 30, 2008, $4,677 in net cash was used while $6,405 was
used for the similar quarter in 2007.For the six month period ended on November
30, 2008, $11,458 in net cash was used while $11,513 was used for the similar
six month period 2007. A total of $31,849 in net cash has been used for the
period from Inception on May 17, 2006 to November 30, 2008.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2008 or from
the date of inception.

During the current quarter or six 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 November 30,
2008, we had negative $20,860 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. In
either situation, a new public offering would be needed and completed during a
subsequent period.

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

As at November 30, 2008, we had a working capital deficit of
$20,860. 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

---

11

statements contain additional note disclosures 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 can be obtained on commercially reasonable terms. If
we are not able to obtain the additional financing on a timely basis, we will
not be able to meet obligations as they become due.

Liquidity and Capital Resources

For the quarter ended November 30, 2008, we have yet to
generate any revenues from operations.

Since inception, we have used our common stock and advances
from related parties to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities from inception on
May 17, 2006 to November 30, 2008 was $32,000 as a result of gross proceeds
received from sales of our common stock (less offering costs) ($27,000) and an
advance in the form of a promissory note from a related party ($5,000). 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 November 30, 2008, our total assets which consist
entirely of cash and prepaid expenses amounted to $151 and our total liabilities
were $21,011. Working capital stood at negative $20,860.

For the quarter ended November 30, 2008, the net loss was
$9,362 ($0.001 per share) while for the six month period ending November 30, the
net loss was $13,697 ($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 Inception to November 30, 2008 is $48,160.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
November 30, 2008. Inflation is moderately higher than it was during 2007 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

|(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

---

12

|    | 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 error or
      fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | During the quarter ended November 30, 2008, 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 January, 2009. Of these shares, approximately 5,000,000 shares
are held by an affiliate 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 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

---

13

Net cash provided by financing activities from inception on May
17, 2006 to November 30, 2008 was $32,000 as a result of proceeds received from
sales of our common stock and an advance from a related party. During that same
period, the following table indicates how the proceeds have been spent to
date:

|Bank Charges                                     | 508    
|------------------------------------------------ | -------
|Loss on currency exchange                        | 2,287  
|Interest on promissory note                      | 171    
|Contributed administrative support               | 300    
|Office                                           | 3,913  
|Organizational costs                             | 300    
|Professional fees                                | 31,002 
|Corporate services                               | 5,000  
|Public relations                                 | 790    
|Registration and filing fees                     | 3,143  
|Travel and meals                                 | 746    
|Total Use of
      Proceeds to November 30, 2008 | $48,160

Common Stock

During the three- and six-month periods ended November 30,
2008, no shares of common stock were issued. As of November 30, and January,
2009 there were 7,200,000 shares issued and outstanding.

Options

No options were granted during the three- and six-month periods
ending November 30, 2008.

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 November 30,
2008:

September 24, 2008  Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers On September 13, 2008, the Board of Directors approved the
appointment of James Yiu Yeung Lung as a director and as President, Secretary
and Treasurer as well as Chief Executive Officer and Chief Financial Officer. On
the same day the Board approved the appointment of Jack Ma Cheng Ji as a
director of the Corporation and accepted the resignations of Mr. Bruce D.
Jackson as President, Chief Executive Officer and Director and Stephen B.
Jackson as Secretary, Treasurer, Chief Financial Officer.

September 25, 2008  Changes in
Registrants Certifying Accountant On September 24, 2008, Mackay, LLP,
Chartered Accountants (Mackay) resigned as the principal independent
accountants for Osprey Ventures, Inc. (Osprey). The Company subsequently
engaged M&K CPAs, PLLC (formerly McElravy, Kinchen & Associates P.C.) of
Houston, Texas (M&K) to assume the role of its new principal independent
accountants. The decision to engage M&K was

---

14

approved by the audit committee of the
Board of Directors on September 19, 2008. You are further referred to our 8-KA
filing of September 26, 2008 for greater detail and further information.

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.

---

15

SIGNATURES

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

Osprey Ventures, Inc.(Registrant)

| | Date: January 13, 2009                                                             
| | -----------------------------------------------------------------------------------
| |                                                                                    
| | BY:                                                                                
| |                                                                                    
| | James Yiu Yeung Lung, President, Chief Executive
      Officer, Principal Executive
| |                                                                                    
| |                                                                                    
| |                                                                                    
| | BY:                                                                                
| |                                                                                    
| | Jack Ma Cheng Ji, Member of the Board of
      Directors                           

---