---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended FEBRUARY 28, 2010

[ ] 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
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Unit 905, 9th Floor, Two Chinachem Exchange Square                   |                                     
|338 Kings Road, North Point, Hong Kong                               | N/A                                 
|(Address of principal executive offices)                             | (Zip Code)                          

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

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

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

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, a non-accelerated filer or a 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: 9,040,000 shares
of Common Stock as of the date of this report.

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

---

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

---

|OSPREY VENTURES, INC.                  
|---------------------------------------
|(An Exploration Stage Company)         
|                                       
|FINANCIAL STATEMENTS                   
|                                       
|For the quarter ended FEBRUARY 28, 2010

BALANCE SHEETS AS OF FEBRUARY 28, 2010 (UNAUDITED), AND MAY
  31, 2009.

STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
  FEBRUARY 28, 2010 (UNAUDITED), AND FEBRUARY 28, 2009 (UNAUDITED), AND THE PERIOD
  FROM MAY 17, 2006 (INCEPTION), TO FEBRUARY 28, 2010 (UNAUDITED).

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE PERIOD
  FROM MAY 17, 2006 (INCEPTION), TO FEBRUARY 28, 2010 (UNAUDITED).

STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED FEBRUARY
  28, 2010 (UNAUDITED), AND FEBRUARY 28, 2009 (UNAUDITED), AND FOR THE PERIOD FROM
  MAY 17, 2006 (INCEPTION), TO FEBRUARY 28, 2010 (UNAUDITED).

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED).

**F-1**

---

|OSPREY VENTURES, INC.                   
|----------------------------------------
|(An Exploration Stage Company)          
|                                        
|BALANCE SHEETS                          
|AS OF FEBRUARY 28, 2010 AND MAY 31, 2009

|                                                                                                                                                                                                       |   | February 28, 2010 |   |   | May 31, 2009 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------- | - | - | ------------ | -
|                                                                                                                                                                                                       |   | (Unaudited)       |   |   |              |  
|                                                                                                                                                                                                       |   |                   |   |   |              |  
|ASSETS                                                                                                                                                                                                 |   |                   |   |   |              |  
|                                                                                                                                                                                                       |   |                   |   |   |              |  
|CURRENT ASSETS                                                                                                                                                                                         |   |                   |   |   |              |  
|Cash                                                                                                                                                                                                   | $ | 15,347            |   | $ | 96           |  
|Prepaid expenses                                                                                                                                                                                       |   | 1,500             |   |   | -            |  
|TOTAL ASSETS                                                                                                                                                                                           | $ | 16,847            |   | $ | 96           |  
|                                                                                                                                                                                                       |   |                   |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                                                                                                                                                   |   |                   |   |   |              |  
|                                                                                                                                                                                                       |   |                   |   |   |              |  
|CURRENT LIABILITIES                                                                                                                                                                                    |   |                   |   |   |              |  
|Due to a former officer (Note 3)                                                                                                                                                                       | $ | 5,483             |   | $ | 5,000        |  
|Due to an
      officer and director (Note 3)                                                                                                                                                          |   | -                 |   |   | 3,225        |  
|Due to a related party (Note 3)                                                                                                                                                                        |   | 7,129             |   |   | 16,041       |  
|Accounts payable and accrued
      liabilities                                                                                                                                                         |   | 1,265             |   |   | 4,279        |  
|                                                                                                                                                                                                       |   |                   |   |   |              |  
|TOTAL LIABILITIES                                                                                                                                                                                      |   | 13,877            |   |   | 28,545       |  
|                                                                                                                                                                                                       |   |                   |   |   |              |  
|                                                                                                                                                                                                       |   |                   |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                         |   |                   |   |   |              |  
|Capital stock (Note 6)                                                                                                                                                                                 |   |                   |   |   |              |  
|Authorized 
             200,000,000 shares of
      common stock, $0.001 par value, 
           Issued and
      outstanding 
             9,040,000 shares of common stock (May 31, 2009: 7,200,000) |   | 9,040             |   |   | 7,200        |  
|Common stock subscribed                                                                                                                                                                                |   | -                 |   |   | -            |  
|Additional paid-in capital                                                                                                                                                                             |   | 110,260           |   |   | 20,100       |  
|Deficit accumulated during the
      exploration stage                                                                                                                                                 |   | (116,330          | ) |   | (55,749      | )
|Total stockholders equity (deficit)                                                                                                                                                                   |   | 2,970             |   |   | (28,449      | )
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                                                                                                                                             | $ | 16,847            |   | $ | 96           |  

The accompanying notes are an integral part of these financial
  statements

F-2

---

|OSPREY VENTURES, INC.                                                              
|-----------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                     
|                                                                                   
|STATEMENTS OF OPERATIONS                                                           
|FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2010,
      AND FEBRUARY 28, 2009,
|AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
      FEBRUARY 28, 2010           
|(Unaudited)                                                                        

|                                                                               |   | Three Months |   |   | Three Months |   |   | Nine Months  |   |   | Nine Months  |   |   | May 17, 2006,  |  
|------------------------------------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                                               |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | Ended        |   |   | (inception) to |  
|                                                                               |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | February 28, |   |   | February 28,   |  
|                                                                               |   | 2010         |   |   | 2009         |   |   | 2010         |   |   | 2009         |   |   | 2010           |  
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|REVENUE                                                                        | $ | -            |   | $ | -            |   | $ | -            |   | $ | -            |   | $ | -              |  
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total revenue                                                                  |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | -              |  
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|EXPENSES                                                                       |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Bank charges                                                                   |   | 164          |   |   | 32           |   |   | 305          |   |   | 120          |   |   | 878            |  
|Loss on currency exchange                                                      |   | -            |   |   | (1,495       | ) |   | (3           | ) |   | 438          |   |   | 777            |  
|Interest expense on promissory note                                            |   | 189          |   |   | 242          |   |   | 742          |   |   | 367          |   |   | 1,518          |  
|Contributed administrative support                                             |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 300            |  
|Exploration of resource property                                               |   | 20,000       |   |   | -            |   |   | 20,000       |   |   | -            |   |   | 20,000         |  
|Office                                                                         |   | 294          |   |   | -            |   |   | 3,444        |   |   | 119          |   |   | 7,357          |  
|Organizational costs                                                           |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 300            |  
|Professional & consulting fees                                                 |   | 12,015       |   |   | 906          |   |   | 19,054       |   |   | 9,195        |   |   | 54,372         |  
|Corporate services                                                             |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 5,000          |  
|Public relations                                                               |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 790            |  
|Registration and filing fees                                                   |   | 863          |   |   | -            |   |   | 2,067        |   |   | 3,143        |   |   | 6,095          |  
|Travel and meals                                                               |   | 4,545        |   |   | -            |   |   | 4,545        |   |   | -            |   |   | 5,291          |  
|Transfer agent fees                                                            |   | 5,675        |   |   | -            |   |   | 5,675        |   |   |              |   |   | 5,675          |  
|Management fees                                                                |   | 881          |   |   | 1,290        |   |   | 4,752        |   |   | 1,290        |   |   | 7,977          |  
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|Total expenses                                                                 |   | 44,626       |   |   | 975          |   |   | 60,581       |   |   | 14,672       |   |   | 116,330        |  
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|NET LOSS FOR
        THE PERIOD                                                | $ | (44,626      | ) | $ | (975         | ) | $ | (60,581      | ) | $ | (14,672      | ) | $ | (116,330       | )
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|BASIC AND DILUTED LOSS PER COMMON SHARE                                        | $ | (0.01        | ) | $ | (0.001       | ) | $ | (0.01        | ) | $ | (0.002       | ) |   |                |  
|                                                                               |   |              |   |   |              |   |   |              |   |   |              |   |   |                |  
|WEIGHTED
        AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING |   | 8,099,558    |   |   | 7,200,000    |   |   | 7,996,557    |   |   | 7,200,000    |   |   |                |  

The accompanying notes are an integral part of these financial
  statements

F-3



---

|OSPREY VENTURES, INC.                                                               
|------------------------------------------------------------------------------------
|(An Exploration Stage Company)                                                      
|                                                                                    
|STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)                                         
|FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO
      FEBRUARY 28, 2010 (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
        year ended May 31, 2009                                                |  | -            |  |   | -       |  |   | -            |  |   | -           |   |   | (21,286     | ) |   | (21,286 | )
|                                                                                                |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance May 31,
        2009                                                                    |  | 7,200,000    |  |   | 7,200   |  |   | 20,100       |  |   | -           |   |   | (55,749     | ) |   | (28,449 | )
|                                                                                                |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Common stock subscribed for cash at $0.05 per share under
        S-1 registration              |  | 1,840,000    |  |   | 1,840   |  |   | 90,160       |  |   | -           |   |   | -           |   |   | 92,000  |  
|                                                                                                |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the
        period ended February 28, 2010 (unaudited)                             |  | -            |  |   | -       |  |   | -            |  |   | -           |   |   | (60,581     | ) |   | (60,581 | )
|                                                                                                |  |              |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance
        February 28, 2010                                                               |  | 9,040,000    |  | $ | 9,040   |  | $ | 110,260      |  | $ | -           |   | $ | (116,330    | ) | $ | 2,970   |  

The accompanying notes are an integral part of these financial
  statements

F-4

---

|OSPREY VENTURES, INC.                                                    
|-------------------------------------------------------------------------
|(An Exploration Stage Company)                                           
|                                                                         
|STATEMENTS OF CASH FLOWS                                                 
|FOR THE NINE MONTHS ENDED FEBRUARY 28, 2010, AND
      FEBRUARY 28, 2009,
|AND FOR THE PERIOD FROM INCEPTION TO FEBRUARY 28,
      2010             
|(Unaudited)                                                              

|                                                                                 |   |                   |   |   |                   |   |   | Cumulative results of |  
|-------------------------------------------------------------------------------- | - | ----------------- | - | - | ----------------- | - | - | --------------------- | -
|                                                                                 |   | Nine Months       |   |   | Nine Months       |   |   | operations May 17,    |  
|                                                                                 |   | Ended             |   |   | Ended             |   |   | 2006 (inception), to  |  
|                                                                                 |   | February 28, 2010 |   |   | February 28, 2009 |   |   | February 28, 2010     |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |   |                   |   |   |                   |   |   |                       |  
|Net loss for the period                                                          | $ | (60,581           | ) | $ | (14,672           | ) | $ | (116,330              | )
|Adjustments to reconcile net loss to net cash used
      in operating activities |   |                   |   |   |                   |   |   |                       |  
|- contributed
      administrative expense                                       |   | -                 |   |   | -                 |   |   | 300                   |  
|Changes in:                                                                      |   |                   |   |   |                   |   |   |                       |  
|- due to a
      related party                                                   |   | -                 |   |   | 1,290             |   |   | 3,225                 |  
|- prepaid expense                                                                |   | (1,500            | ) |   | -                 |   |   | (1,500                | )
|- accounts payable and accrued
      liabilities                                 |   | (5,488            | ) |   | (12,859           | ) |   | (1,212                | )
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|NET CASH USED IN OPERATING ACTIVITIES                                            |   | (67,569           | ) |   | (26,241           | ) |   | (115,517              | )
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |   |                   |   |   |                   |   |   |                       |  
|Proceeds from issuance of common stock                                           |   | 92,000            |   |   | -                 |   |   | 119,000               |  
|Principal payments on debt                                                       |   | (9,230            | ) |   | -                 |   |   | (9,230                | )
|Proceeds from issuance of notes payable                                          |   | 50                |   |   | 14,749            |   |   | 21,094                |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|NET CASH
      PROVIDED BY FINANCING ACTIVITIES                                  |   | 82,820            |   |   | 14,749            |   |   | 130,864               |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|NET INCREASE (DECREASE) IN CASH                                                  |   | (15,251           | ) |   | (11,492           | ) |   | 15,347                |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH, BEGINNING
      OF PERIOD                                                  |   | 96                |   |   | 11,609            |   |   | -                     |  
|                                                                                 |   |                   |   |   |                   |   |   |                       |  
|CASH, END OF
      PERIOD                                                        | $ | 15,347            |   | $ | 117               |   | $ | 15,347                |  

The accompanying notes are an integral part of these financial
  statements]

F-5

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2010                        

NOTE 1: BASIS OF PRESENTATION

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

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

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

Recently Adopted and Recently Enacted Accounting
  Pronouncements

In April 2008, the FASB issued ASC
  350-10, "Determination of the Useful Life of Intangible Assets." ASC 350-10
  amends the factors that should be considered in developing renewal or extension
  assumptions used to determine the useful life of a recognized intangible asset
  under ASC 350-10, "Goodwill and Other Intangible Assets." ASC No. 350-10 is
  effective for fiscal years beginning after December 15, 2008. The adoption of
  this ASC did not have a material impact on our consolidated financial
  statements.

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

In May 2009, the FASB issued ASC Topic
  855, Subsequent Events. ASC Topic 855 established principles and requirements
  for evaluating and reporting subsequent events and distinguishes which
  subsequent events should be recognized in the financial statements versus which
  subsequent events should be disclosed in the financial statements. ASC Topic 855
  also requires disclosure of the date through which subsequent events are
  evaluated by management. ASC Topic 855 was effective for interim periods ending
  after June 15, 2009 and applies prospectively. Because ASC Topic 855 impacts the
  disclosure requirements, and not the accounting treatment for subsequent events,
  the adoption of ASC Topic 855 did not impact our consolidated results of
  operations or financial condition. See Note 10 for disclosures regarding our
  subsequent events.

Effective July 1, 2009, we adopted the
  Financial Accounting Standards Board ("FASB") Accounting Standards Codification
  ("ASC") 105-10, Generally Accepted Accounting PrinciplesOverall ("ASC 105-10").
  ASC 105-10 establishes the FASB Accounting Standards Codification (the
  "Codification") as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
  financial statements in conformity with U.S. GAAP. Rules and interpretive
  releases of the SEC under authority of federal securities laws are also sources
  of authoritative U.S. GAAP for SEC registrants. All guidance contained in the
  Codification carries an equal level of authority. The Codification superseded
  all existing non-SEC accounting and reporting standards. All other
  non-grandfathered, non-SEC accounting literature not included in the
  Codification is non-authoritative. The FASB will not issue new standards in the
  form of Statements, FASB Staff Positions or Emerging Issues Task Force
  Abstracts. Instead, it will issue Accounting Standards Updates ("ASUs"). The
  FASB will not consider ASUs as authoritative in their own right. ASUs will serve
  only to update the Codification, provide background information about the
  guidance and provide the bases for conclusions on the change(s) in the
  Codification. References made to FASB guidance throughout these consolidated
financials have been updated for the Codification.

F-6

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2010                        

NOTE 1: BASIS OF PRESENTATION (continued)

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

Recently Issued Accounting
  Standards

In June 2009, the Financial Accounting
  Standards Board ("FASB") established the FASB Accounting Standards Codification
  ( the "Codification") as the source of authoritative accounting principles
  recognized by the FASB to be applied by non-governmental entities in the
  preparation of financial statements in conformity with GAAP. Rules and
  interpretive releases of the Securities and Exchange Commission ("SEC") under
  authority of federal securities laws are also sources of authoritative GAAP for
  SEC registrants. The introduction of the Codification does not change GAAP and
  other than the manner in which new accounting guidance is referenced, the
  adoption of these changes had no impact on the our consolidated financial
  statements.

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

October 1, 2009. The Company does not
  expect the impact of its adoption to be material to its financial
  statements.



F-7

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2010                        

NOTE 1: BASIS OF PRESENTATION (continued)

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

In October 2009, the FASB issued an
  amendment to the accounting standards related to certain revenue arrangements
  that include software elements. This standard clarifies the existing accounting
  guidance such that tangible products that contain both software and non-software
  components that function together to deliver the products essential
  functionality, shall be excluded from the scope of the software revenue
  recognition accounting standards. Accordingly, sales of these products may fall
  within the scope of other revenue recognition standards or may now be within the
  scope of this standard and may require an allocation of the arrangement
  consideration for each element of the arrangement. This standard became
  effective for the Company on January 1, 2011. The Company does not expect the
  impact of its adoption to be material to its financial statements.

NOTE 2  GOING CONCERN

These financial statements have been
  prepared in conformity with generally accepted accounting principles in the
  United States of America with the assumption that the Company will be able to
  realize its assets and discharge its liabilities in the normal course of
  business rather than through a process of forced liquidation.

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

As shown in the accompanying financial
  statements, the Company has incurred an accumulated deficit of $116,330 for the
  period from May 17, 2006 (inception), to February 28, 2010, and has no revenue.
  The Companys future success is primarily dependent upon the existence of gold
  or

other precious minerals on properties
  for which the Company owns a working interest or an option to acquire an
  interest. No minerals have yet been discovered on the property. The Companys
  success will also be dependent upon its ability to raise sufficient capital to
  fund its exploration programs and, if gold is discovered, to exploit the
  discovery on a timely and cost-effective basis.

NOTE 3  RELATED PARTY TRANSACTIONS

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

F-8

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2010                        

NOTE 3  RELATED PARTY TRANSACTIONS (continued)

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

On March 25, 2008, the Companys
  secretary loaned the Company $5,000 in exchange for a promissory note. The note
  carries a five percent (5%) interest rate and matured in June 2009 but has not
  been called as of the date of this report. Accrued interest payable on the note
  was $483 at February 28, 2010.

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

On December 1, 2008, the Company
  entered into a line of credit with a related party to assist the Company in the
  payment of its debts. The line of credit / promissory note bears interest at the
  rate of 7.5% per annum and was repayable in full on December 1, 2009; the
  portion of the note that has not already repaid has not been called as of the
  date of this report. The payable amount under the note, including accrued
  interest, was $7,129 at February 28, 2010.

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

NOTE 4  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS

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

As at February 28, 2010, the Company
  had paid for its portion of the first phase of a planned two-phase exploration
  program in the amount of $20,000 (Ospreys portion of a planned gross
  expenditure on phase I of $80,000).

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

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

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

| | B. | Make annual payments of $25,000, commencing May 31, 2012,
      as long as the Company holds any interest in the claim as prepayment of
      the net smelter royalty.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                       
| | C. | Issue 1,000,000 shares of Osprey Ventures, Inc. upon
      completion of a phase I exploration program as recommended by a
      geologist.                           

F-9

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2010                        

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, 2013.               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                       
| | E. | In addition to the above terms, the optionor is to retain
      a three percent net smelter royalty. Osprey has a right to purchase
      one-half of the Royalty by paying to the optionor the sum of US $500,000
      per Royalty percentage point.

NOTE 5  INCOME TAXES

As of February 28, 2010, the Company
  had net operating loss carry forwards of approximately $116,330 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 Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | In late 2008 and early 2009, the Company took receipt of
      $92,000 in payment for 1,840,000 shares of its common stock at a price of
      $0.05 per share issued under an S-1 registration statement dated September
      5, 2008, which became effective on September 18, 2008. The shares were
      originally paid for by placees in Shanghai, China but the Board had
      significant issues opening corporate bank accounts in China for a foreign
      entity. As a result, most of the funds became stale dated by mid 2009. It
      has taken a length of time to establish new banking relationships, get the
      funds reissued for deposit in North America and actually get the funds
      into the banking system; all the funds have now been received and have
      cleared both U.S. and Chinese banking systems. On January 15, 2010, the
      Corporation issued treasury orders regarding the issuance of 1,840,000
      shares that were sold under the S-1 registration statement.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | b) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | The Company does not have a stock option plan and no
      options or rights to acquire options have been
      granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-10

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|February 28, 2010                        

NOTE 7  SUBSEQUENT EVENTS

There are no subsequent events upon
  which to report. Subsequent events have been evaluated through the date of this
  financial report.

F-11

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

This quarterly report contains forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance.
Some discussions in this report may contain forward-looking statements that
involve risk and uncertainty. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this report. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions or words which, by their nature,
refer to future events.

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risks on page 4, that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

General Information

Our financial statements are stated in United States Dollars
(USD or US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. All references to common shares refer to the
common shares in our capital stock.

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

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

Foreign Currency and Exchange Rates

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

---

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING FEBRUARY 28, 2010,
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 10K.

---

3

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 905, 9th
Floor, Two Chinachem Exchange Square, 338 Kings Road, North Point, Hong Kong.
Our telephone number in North America is (888) 755-9766. There have been no
material reclassifications, mergers, consolidations or purchases or sales of any
significant amount of assets not in the ordinary course of business since the
date of incorporation. We are a start-up, exploration stage company engaged in
the search for gold and related minerals. There is no assurance that a
commercially viable mineral deposit, a reserve, exists in our optioned property
or can be shown to exist until sufficient and appropriate exploration is done
and a comprehensive evaluation of such work concludes economic and legal
feasibility.

On April 22, 2007, as amended on May 15, 2009, we optioned a 25
percent interest in a gold exploration and mining property referred to as the
Gao Feng Gold Mining Property located in north-eastern Jiangxi Province, China
by entering into an Option To Purchase And Royalty Agreement with Jiujiang Gao
Feng Mining Industry Limited Company, the beneficial owner of the property. The
option allows us to acquire an interest in the property by making certain
expenditures and carrying out certain exploration work.

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

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

To date we have paid $20,000 as our portion of the phase I
exploration program which was finally commenced on February 15 and was concluded
on March 3, 2010. We have not spent any money on research and development
activities. Information about the claims was presented to a former director for
review without any contractual obligations. We must conduct exploration to
determine if gold exists on the property and if any gold which is found can be
economically extracted and profitably processed.

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

Our Proposed Exploration Program  Plan of Operation

Our business plan is to proceed with the initial exploration of
the Gao Feng property to determine if there are commercially exploitable
deposits of gold and silver.

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

We anticipated that our portion of phase I of the recommended
geological exploration program would 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. Prior to the commencement of the work program, that
expenditure was reduced to $80,000 with the decision to reduce the amount of
diamond drilling planned for the first phase. We had $15,347 in cash reserves as
of February 28, 2010. Accordingly, we will not be able to proceed to the second
phase of the exploration program and carry on normal business operations without
additional funding.

---

4

Phase I Exploration Program

Exploration will assist in the determination of whether gold
exists on the property and if any which is found can be economically extracted
and profitably processed. If our initial exploration efforts are favourable we
intend to proceed with longer term exploration.

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

Employees

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

At present, we have no employees, other than Messrs. Yiu and
Ma. On January 01, 2009, we entered into a Management Services Agreement with
Yiu Yeung Lung James, our President and a director, to provide certain financial
and administrative management services for the Company at a rate of Hong Kong
$5,000 per month for a one year period (approximately US $650 per month). On
December 31, 2009, Mr. Yiu elected not to renew the agreement as the result of
our inability to generate the cash flow required. Mr. Ma does not have an
employment agreement with us. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt such plans in the future. There are presently no personal benefits
available to employees.

We intend to hire geologists, engineers and excavation
subcontractors on an as needed basis. We retained Gao Feng-Lin as senior
geological consultant for the first phase exploration program.

Offices

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

Risks

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

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

---

5

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

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

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

Results of Operations

Osprey was incorporated on May 17, 2006; comparative periods
for the quarters and nine month periods ended February 28, 2010, and February
28, 2009, and from May 17, 2006 (inception), through February 28, 2010, are
presented in the following discussion.

Since inception, we have used our common stock, an advance from
a related party and promissory notes from related parties to raise money for our
optioned acquisition and for corporate expenses. Net cash provided by financing
activities (less offering costs) from inception on May 17, 2006, to February 28,
2010, was $130,864 as a result of proceeds received from sales of our common
stock ($119,000), an advance from a former director ($5,000 excluding interest
payable) and the non-repaid proceeds to date from a line of credit we have been
able to negotiate at an interest rate of 7.5% per annum ($7,129).

The Corporation did not generate any revenues from operations
for the quarter or nine month period ended February 28, 2010. To date, we have
not generated any revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters ended February 28,
2010 and February 28, 2009, was $0.

COMMON STOCK Net cash provided by financing activities during
the nine month period the amount was $92,000 all from the proceeds of the sale
of 1,840,000 shares of common stock issued under our S-1 registration statement.
For the same period in 2009, the amount was $0 (nil) and for the period from
inception on May 17, 2006, through to and including February 28, 2010, the
amount was $119,000 provided by the sale of common stock in 2006 and 2009. No
options or warrants were issued to issue shares at a later date in the most
recent quarter.

---

6

EXPENSES

|                                    |   | Three            |  |   | Three            |   |   | Nine             |   |   | Nine             |  |   | May 17,          | 
|----------------------------------- | - | ---------------- |  | - | ---------------- | - | - | ---------------- | - | - | ---------------- |  | - | ---------------- | 
|                                    |   | Months           |  |   | Months           |   |   | Months           |   |   | Months           |  |   | 2006             | 
|                                    |   | Ended            |  |   | Ended            |   |   | Ended            |   |   | Ended            |  |   | (inception)      | 
|                                    |   | February         |  |   | February         |   |   | February         |   |   | February         |  |   | to February      | 
|                                    |   | 28,
        2010 |  |   | 28,
        2009 |   |   | 28,
        2010 |   |   | 28,
        2009 |  |   | 28,
        2010 | 
|REVENUE                             | $ | -                |  | $ | -                |   | $ | -                |   | $ | -                |  | $ | -                | 
|                                    |   |                  |  |   |                  |   |   |                  |   |   |                  |  |   |                  | 
|EXPENSES                            |   |                  |  |   |                  |   |   |                  |   |   |                  |  |   |                  | 
|Bank charges                        |   | 164              |  |   | 32               |   |   | 305              |   |   | 120              |  |   | 878              | 
|Loss on currency exchange           |   | -                |  |   | (1,495           | ) |   | (3               | ) |   | 438              |  |   | 777              | 
|Interest expense on promissory note |   | 189              |  |   | 242              |   |   | 742              |   |   | 367              |  |   | 1,518            | 
|Contributed administrative support  |   | -                |  |   | -                |   |   | -                |   |   | -                |  |   | 300              | 
|Exploration of resource property    |   | 20,000           |  |   | -                |   |   | 20,000           |   |   | -                |  |   | 20,000           | 
|Office                              |   | 294              |  |   | -                |   |   | 3,444            |   |   | 119              |  |   | 7,357            | 
|Organizational costs                |   | -                |  |   | -                |   |   | -                |   |   | -                |  |   | 300              | 
|Professional & consulting fees      |   | 12,015           |  |   | 906              |   |   | 19,054           |   |   | 9,195            |  |   | 54,372           | 
|Corporate services                  |   | -                |  |   | -                |   |   | -                |   |   | -                |  |   | 5,000            | 
|Public relations                    |   | -                |  |   | -                |   |   | -                |   |   | -                |  |   | 790              | 
|Registration and filing fees        |   | 863              |  |   | -                |   |   | 2,067            |   |   | 3,143            |  |   | 6,095            | 
|Management fees                     |   | 881              |  |   | 1,290            |   |   | 4,752            |   |   | 1,290            |  |   | 7,977            | 
|Transfer agent fees                 |   | 5,675            |  |   | -                |   |   | 5,675            |   |   | -                |  |   | 5,675            | 
|Travel and meals                    |   | 4,545            |  |   | -                |   |   | 4,545            |   |   | -                |  |   | 5,291            | 
|                                    |   |                  |  |   |                  |   |   |                  |   |   |                  |  |   |                  | 
|Total expenses                      | $ | 44,626           |  | $ | 975              |   | $ | 60,581           |   | $ | 14,672           |  | $ | 116,330          | 

SUMMARY  Total expenses were $44,626 in the quarter ended
February 28, 2010, and $975 for the similar period in 2009. For the nine month
periods ended February 28, 2010, and February 28, 2009, the comparative values
were $60,581 and $14,672 respectively. A total of $116,330 in expenses has been
incurred since inception on May 17, 2006, through February 28, 2010. These costs
have and will vary from quarter to quarter based on the level of general
corporate activity, exploration operations and capital raising. Costs were
significantly higher in the quarter and nine month period under discussion as we
commenced our business plan and ceased being inactive. Costs can be further
subdivided into:

BANK CHARGES: Osprey incurred $164 in bank and related fees for
the quarter ended on February 28, 2010, and $32 for the similar period in 2009.
For the nine month periods ended February 28, 2010, and February 28, 2009, the
comparative values were $305 and $120 respectively. From inception on May 17,
2006, we have incurred a total of $878 in bank charges. This cost category
should generally have little variance between quarters and was slightly larger
than normal this quarter as a result of fees incurred with receiving inbound
wire deposits.

LOSS ON CURRENCY EXCHANGE: Osprey incurred no costs or gains in
currency exchange in the most recent quarter ended on February 28, 2010, and
gained $1,495 for the quarter ended February 28, 2009. For the nine month
periods ended February 28, 2010 and February 28, 2009, the comparative values
were a gain of $3 and a loss of $438 respectively. From inception on May 17,
2006, to February 28, 2010, we have incurred a total of $777 in losses on
currency exchange.

INTEREST EXPENSE ON PROMISSORY NOTE AND LINES OF CREDIT: On
March 25, 2008, a related party and former director advanced $5,000 to Osprey in
the form of a promissory note which bears interest at the rate of 5%. On
December 01, 2008, we were able to arrange a line of credit to pay for existing
accounts payable through a related party which is charging 7.5% interest on
amounts utilized. During this last quarter we incurred $189 for the interest due
on those advances. During the similar period in 2009 there were $242 in such
charges or accruals. For the nine month periods ended February 28, 2010, and
February 28, 2009, the comparative values were $742 and $367 respectively. From
inception on May 17, 2006, we have incurred a total of $1,518 in interest
payable on the advances. In the future this cost category will change based on
whether there are advances or loans from related parties. The first note was due
and payable on June 1, 2009, but has not been called for redemption. The line of
credit was payable on December 01, 2009 but as of the date of this report the
remaining balance of $7,129 has not been called for redemption. Each were paid
in full subsequent to the end of the quarter under discussion.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarter or nine
month periods ended February 28, 2010 and 2009, while $0 was incurred in the three months and nine months
periods ended on February 28, 2010 and 2009. A total of $300 has been incurred
in the period from inception on May 17, 2006, to February 28, 2010. All
contributed expenses are reported as contributed costs with a corresponding
credit to additional paid-in capital.

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7

RESOURCE PROPERTY EXPLORATION EXPENSES: $20,000 for our portion
of the costs pertaining to the phase I exploration program on our optioned
exploration property, the Gai Feng gold property, were incurred in the quarter
ended February 28, 2010, while no such expenses have been incurred in the past.
This category of costs will vary based on overall exploration activity.

OFFICE EXPENSES: $294 in office costs were incurred in the
quarter ended February 28, 2010, while $0 (nil) was incurred for the similar
period in 2009. For the nine month periods ended February 28, 2010 and February
28, 2009, the comparative values were $3,444 and $119 respectively. For the
period May 17, 2006 (inception), through February 28, 2010, a total of $7,357
has been spent on office related expenses. Cost items included encompass
telephone, facsimile, courier, photocopying, postage, website design and
operation and general office expenses and services. This category will vary
based on overall business activity as well as financing activities.

ORGANIZATIONAL COSTS: No charges for organizational costs were
incurred for the quarter or nine month periods ended on February 28, 2010, and
2009. From inception to May 17, 2006, we have incurred a total of $300 in
organizational expenses. We expect infrequent charges.

PROFESSIONAL & CONSULTING FEES: Osprey incurred $12,015 in
professional fees for the quarter ended on February 28, 2010, and $906 for the
2009 period. For the nine month periods ended February 28, 2010 and February 28,
2009, the comparative values were $19,054 and $9,195 respectively. From
inception on May 17, 2006, we have incurred a total of $54,372 in professional
fees mainly spent on legal, accounting and consulting matters in areas in which
we were unfamiliar. This cost category will vary in spending depending on legal,
accounting and new business activities.

COMPENSATION: No compensation costs were incurred for the
quarter or nine month periods ended February 28, 2010, or 2009 and no direct
compensation costs have been incurred since inception.

MANAGEMENT SERVICES: On January 01, 2009, we entered into a
Management Services Agreement with James Yiu, our President and a director, to
provide certain financial and administrative management services for the Company
at a rate of Hong Kong $5,000 per month (approximately US $665) for a one year
period. Osprey incurred $881 in management service fees for the quarter ended on
February 28, 2010, and $1,90 for the similar period in 2009. For the nine month
periods ended February 28, 2010 and February 28, 2009, the comparative values
were $4,752 and $1,290 respectively. From inception on May 17, 2006, we have
incurred a total of $7,977 in management service fees. As result of our
inability to generate revenues in the foreseeable future, Mr. Yiu elected to not
renew the Agreement.

CORPORATE SERVICES: Osprey incurred $0 in corporate service
fees for the quarter and nine month periods ended on February 28, 2010 and 2009.
From inception on May 17, 2006, we have incurred a total of $5,000 in corporate
service fees.

PUBLIC RELATIONS: Osprey incurred $0 in public relations and
related costs for the quarters and nine month periods ended on February 28,
2010, and 2009. From inception on May 17, 2006, we have incurred a total of $790
in public relations fees.

REGISTRATION AND FILING FEES: Osprey incurred $863 in
registration and filing fee expenses for the quarter ended on February 28, 2010,
and $$0 (nil) for the similar period in 2009. For the nine month periods ended
February 28, 2010 and February 28, 2009, the comparative values were $2,067 and
$3,143 respectively. From inception on May 17, 2006, we have incurred a total of
$6,095 in registration and filing fees. This cost category will vary depending
on the capital raising activities of the Corporation but otherwise consists of
the cost of filing our annual and quarterly reports on EDGAR as well as the cost
of the filing of general meeting information therein.

---

8

TRAVEL AND MEAL EXPENSES: $4,545 was spent in travel and meal
costs in the quarter and nine month periods ended on February 28, 2010 while $0
(nil) was spent in the corresponding periods for 2009. For the period May 17,
2006 (inception), through February 28, 2010, a total of $5,291 has been spent on
travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the nine month
period ended February 28, 2010, $67,569 in net cash was used while $26,241 was
used for the similar period in 2009. A total of $115,517 in net cash has been
used for the period from inception on May 17, 2006, to February 28, 2010.

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

During the nine month period under review, Osprey took receipt
of $92,000 in payment for 1,840,000 shares of its common stock issued under an
S-1 registration statement dated September 5, 2008, which became effective on
September 18, 2008. The shares were originally paid for by placees in Shanghai,
China but the Board had significant issues opening corporate bank accounts in
that country being a foreign entity. As a result, most of the funds became stale
dated in 2009 and it has taken a length of time to establish new banking
relationships in the United States, get the funds reissued for deposit in North
America and actually get the funds into the banking system. As of the date of
this report Osprey has 9,040,000 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. We do not
have any employees and engage personnel through outside consulting contracts or
agreements or other such arrangements, including for legal, accounting and
technical consultants.

Plan of Operation

Osprey believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2010, with the proceeds of our S-1 offering
which raised $92,000. As of February 28, 2010, we had $2,970 in working
capital.

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

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

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

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2009  2010. Management projects that
we may require up to $130,000 to fund ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

|Operating expenses                 | $35,000 
|---------------------------------- | --------
|Phase II
      exploration program | 50,000  
|Working Capital                    | 45,000  
|Total                              | $130,000

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9

As at February 28, 2010, we had a working capital surplus of
$2,970. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our
revenues.

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

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

There are no assurances that we will be able to obtain further
funds required for continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. There can
be no assurance that additional financing will be available to us when needed
or, if available, that it could be obtained on commercially reasonable terms. If
we are not able to obtain the additional financing on a timely basis, we will
not be able to meet obligations as they become due.

Liquidity and Capital Resources

For the quarter and nine month periods ended February 28, 2010,
we have yet to generate any revenues from operations.

Since inception, we have used our common stock, advances from
related parties and lines of credit to raise money for our optioned acquisition
and for corporate expenses. Net cash provided by financing activities from
inception on May 17, 2006, to February 28, 2010, was $130,864 as a result of
gross proceeds received from sales of our common stock (less offering costs)
($119,000), an advance in the form of a promissory note from a related party
($5,000) and the proceeds to date that remain unpaid from a line of credit we
have negotiated ($7,129).

We issued 5,000,000 shares of common stock through a Section
4(2) offering in May 2006 for cash consideration of $5,000. We issued 2,200,000
shares of common stock through a Rule 903 Regulation S offering in April, 2007
for cash consideration of $22,000 to a total of 8 placees. In the nine month
period under review we issued 1,840,000 shares of common stock under our S-1
registration statement which became effective on September 18, 2008, and which
were sold in early 2009 at a price of $0.05 for cash consideration of $92,000 to
a total of 35 placees.

As of February 28, 2010, our total assets consisted entirely of
cash in the amount of $15,347 and $1,500 in prepaid expenses while our total
liabilities were $13,877. Working capital stood at $2,970.

For the quarter ended February 28, 2010, the net loss was
$44,626 ($0.01 per share) while for February 28, 2009, the net loss was $975
($0.001 per share) For the nine month periods ended February 28, 2010 and
February 28, 2009, the comparative values were $60,581 ($0.01 per share) and
$14,672 ($0.002 per share) respectively. The loss per share was based on a
weighted average of 8,099,556 common shares outstanding for the current quarter
and 7,200,000 for the nine month period and 7,996,557 shares outstanding at
February 28, 2010 and 7,200,000 outstanding for 2009. The net loss from May 17,
2006 (inception), to February 28, 2010, is $116,330.

---

10

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
February 28, 2010. Inflation is moderately higher than it was during 2009 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). Based upon that evaluation, our principal
      executive officer and principal financial officer concluded that, as of
      the end of the period covered in this report, our disclosure controls and
      procedures were ineffective to ensure that information required to be
      disclosed in reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the required time periods and is
      accumulated and communicated to our management, including our principal
      executive officer and principal financial officer, as appropriate to allow
      timely decisions regarding required disclosure.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all errors
      or fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | During the quarter ended February 28, 2010, 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 9,040,000 shares of common stock issued and
outstanding as of the date of this report. Of these shares, approximately
5,000,000 shares are held by affiliates of the Corporation; none of those shares
can be resold in compliance with the limitations of Rule 144 as adopted by the
Securities Act of 1933.

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

---

11

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

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

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

Item 4. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006, to February 28, 2010, was $130,864 as a result of proceeds received
from sales of our common stock, an advance from a related party and lines of
credit / promissory notes. During that same period, the following table
indicates how the proceeds have been spent to date:

|Bank Charges                               | 878     
|------------------------------------------ | --------
|Loss on currency
      exchange            | 777     
|Interest on
      promissory note          | 1,518   
|Contributed
      administrative support   | 300     
|Exploration of
      resource property     | 20,000  
|Management service
      fees              | 7,977   
|Office                                     | 7,357   
|Organizational
      costs                 | 300     
|Professional fees                          | 54,372  
|Corporate services                         | 5,000   
|Public relations                           | 790     
|Registration and
      filing fees         | 6,095   
|Transfer agent
      services & fees       | 5,675   
|Travel and meals                           | 5,291   
|Total Use of Proceeds to February 28, 2010 | $116,330

Common Stock

During the nine -month period ended February 28, 2010,
1,840,000 shares of common stock were issued under a previously effective S-1
registration statement. As of February 28, 2010, and the date of this report,
there were 9,040,000 shares issued and outstanding.

Options

No options were granted during the three month period ending
February 28, 2010.

Code of Ethics

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

---

12

Web Site

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended February 28,
2010: Nil

|Exhibits |                                                                                                                                                               
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                               
|31.1     | Certification of Chief
      Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                                                                               
|31.2     | Certification of Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                                                                               
|32.1     | Certification of Chief
      Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|         |                                                                                                                                                               
|32.2     | Certification of Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

Osprey Ventures, Inc.(Registrant)

| | Date: April 14, 2010.
| | ---------------------
| |                      
| | BY:                  
| |                      
| |                      
| |                      
| | BY:                  
| |                      
| |                      

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