---

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 AUGUST 31, 2009

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

For the transition period from _______ to _______

Commission file number: 333-148625

OSPREY VENTURES, INC.(Exact name of small business issuer in its charter)

|Wyoming                                            | 26-0665571                          
|-------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or   | (I.R.S. Employer Identification No.)
|organization)                                      |                                     
|                                                   |                                     
|Unit 905, 9th Floor, Two Chinachem Exchange Square |                                     
|338 Kings Road, North Point, Hong Kong             | N/A                                 
|(Address of principal executive offices)           | (Zip Code)                          

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

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

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

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

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

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

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


State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:
**7,200,000 shares of Common Stock as of 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 AUGUST 31, 2009







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

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

BALANCE SHEETSAS OF AUGUST 31, 2009 AND MAY 31, 2009

|                                                            |   | August 31, 2009 |   |   | May 31, 2009 |  
|----------------------------------------------------------- | - | --------------- | - | - | ------------ | -
|                                                            |   | (Unaudited)     |   |   |              |  
|                                                            |   |                 |   |   |              |  
|ASSETS                                                      |   |                 |   |   |              |  
|                                                            |   |                 |   |   |              |  
|CURRENT ASSETS                                              |   |                 |   |   |              |  
|Cash                                                        | $ | 31,317          |   | $ | 96           |  
|TOTAL ASSETS                                                | $ | 31,317          |   | $ | 96           |  
|                                                            |   |                 |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)        |   |                 |   |   |              |  
|                                                            |   |                 |   |   |              |  
|CURRENT LIABILITIES                                         |   |                 |   |   |              |  
|Due to a former officer                                     | $ | 5,000           |   | $ | 5,000        |  
|Due to an
      officer and director                        |   | 5,160           |   |   | 3,225        |  
|Due to a related party (Note
      3)                       |   | 6,864           |   |   | 16,041       |  
|Accounts payable and accrued
      liabilities              |   | 3,888           |   |   | 4,279        |  
|                                                            |   |                 |   |   |              |  
|TOTAL LIABILITIES                                           |   | 20,912          |   |   | 28,545       |  
|                                                            |   |                 |   |   |              |  
|                                                            |   |                 |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                              |   |                 |   |   |              |  
|Capital stock (Note 6)                                      |   |                 |   |   |              |  
|Authorized                                                  |   |                 |   |   |              |  
|200,000,000
      shares of common stock, $0.001 par value, |   |                 |   |   |              |  
|Issued and outstanding                                      |   |                 |   |   |              |  
|7,200,000
      shares of common stock                      |   | 7,200           |   |   | 7,200        |  
|Common stock subscribed                                     |   | 46,000          |   |   | -            |  
|Additional paid-in capital                                  |   | 20,100          |   |   | 20,100       |  
|Deficit
      accumulated during the exploration stage      |   | (62,895         | ) |   | (55,749      | )
|Total stockholders equity (deficit)                        |   | 10,405          |   |   | (28,449      | )
|TOTAL LIABILITIES
      AND STOCKHOLDERS EQUITY (DEFICIT)  | $ | 31,317          |   | $ | 96           |  

Going Concern (Note 2)

Commitments (Note 4)

The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED AUGUST 31, 2009 AND AUGUST 31, 2008 
  AND THE PERIOD FROM INCEPTION TO AUGUST 31, 2009 
  (Unaudited)

|                                            |   | Three Months    |   |   | Three Months    |   |   | May 17, 2006    |  
|------------------------------------------- | - | --------------- | - | - | --------------- | - | - | --------------- | -
|                                            |   | Ended           |   |   | Ended           |   |   | (inception) to  |  
|                                            |   | August 31, 2009 |   |   | August 31, 2008 |   |   | August 31, 2009 |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|REVENUE                                     | $ | -               |   | $ | -               |   | $ | -               |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|Total revenue                               |   | -               |   |   | -               |   |   | -               |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|EXPENSES                                    |   |                 |   |   |                 |   |   |                 |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|Bank charges                                |   | 98              |   |   | 41              |   |   | 671             |  
|Loss on currency exchange                   |   | -               |   |   | 1,534           |   |   | 780             |  
|Interest expense on promissory note         |   | 363             |   |   | 63              |   |   | 1,139           |  
|Contributed administrative support (note 3) |   | -               |   |   | -               |   |   | 300             |  
|Office                                      |   | -               |   |   | -               |   |   | 3,913           |  
|Organizational costs                        |   | -               |   |   | -               |   |   | 300             |  
|Professional fees                           |   | 4,630           |   |   | 1,300           |   |   | 39,948          |  
|Corporate services                          |   | -               |   |   | -               |   |   | 5,000           |  
|Public relations                            |   | -               |   |   | -               |   |   | 790             |  
|Registration and filing fees                |   | 120             |   |   | 1,397           |   |   | 4,148           |  
|Management fees                             |   | 1,935           |   |   | -               |   |   | 5,160           |  
|Travel and meals                            |   | -               |   |   | -               |   |   | 746             |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|Total expenses                              |   | 7,146           |   |   | 4,335           |   |   | 62,895          |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|NET LOSS FOR THE PERIOD                     | $ | (7,146          | ) | $ | (4,335          | ) | $ | (62,895         | )
|                                            |   |                 |   |   |                 |   |   |                 |  
|BASIC AND DILUTED LOSS PER                  |   |                 |   |   |                 |   |   |                 |  
|COMMON SHARE                                | $ | (0.001          | ) | $ | (0.001          | ) |   |                 |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|WEIGHTED AVERAGE NUMBER
      OF            |   |                 |   |   |                 |   |   |                 |  
|BASIC AND DILUTED COMMON                    |   |                 |   |   |                 |   |   |                 |  
|SHARES OUTSTANDING                          |   | 7,200,000       |   |   | 7,200,000       |   |   |                 |  

The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO AUGUST 31, 2009 (UNAUDITED)

|                                       |  |                    |  |   |         |  |   |              |  |   |              |   |   | Deficit     |   |   |         |  
|-------------------------------------- |  | ------------------ |  | - | ------- |  | - | ------------ |  | - | ------------ | - | - | ----------- | - | - | ------- | -
|                                       |  |                    |  |   |         |  |   |              |  |   | Share        |   |   | Accumulated |   |   |         |  
|                                       |  |                    |  |   |         |  |   | Additional   |  |   | Subscription |   |   | During the  |   |   |         |  
|                                       |  | (Note 6)           |  |   | Paid-in |  |   | Receivable / |  |   | Exploration  |   |   |             |  
|                                       |  | Common
      Stock |  |   | Capital |  |   | Subscribed   |  |   | Stage        |   |   | Total       |  
|                                       |  | Shares Issued      |  |   | 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, 2008 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  June & August, 2009  |  | -                  |  |   | -       |  |   | -            |  |   | 46,000       |   |   | -           |   |   | 46,000  |  
|Net loss for the period ended          |  |                    |  |   |         |  |   |              |  |   |              |   |   |             |   |   |         |  
|August 31, 2009 (unaudited)            |  | -                  |  |   | -       |  |   | -            |  |   | -            |   |   | (7,146      | ) |   | (7,146  | )
|                                       |  |                    |  |   |         |  |   |              |  |   |              |   |   |             |   |   |         |  
|Balance August 31, 2009                |  | 7,200,000          |  | $ | 7,200   |  | $ | 20,110       |  | $ | 46,000       |   | $ | (62,895     | ) | $ | 10,405  |  

The accompanying notes are an integral part of these financial
  statements

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OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

STATEMENTS OF CASH FLOWSFOR THE QUARTERS ENDED AUGUST 31, 2009 AND AUGUST 31, 2008 
  AND FOR THE PERIOD FROM INCEPTION TO AUGUST 31, 2009 
  (Unaudited)

|                                                            |   |                 |   |   |                 |   |   | Cumulative results |  
|----------------------------------------------------------- | - | --------------- | - | - | --------------- | - | - | ------------------ | -
|                                                            |   |                 |   |   |                 |   |   | of operations from |  
|                                                            |   | Three Months    |   |   | Three Months    |   |   | May 17, 2006       |  
|                                                            |   | Ended           |   |   | Ended           |   |   | (inception) to     |  
|                                                            |   | August 31, 2009 |   |   | August 31, 2008 |   |   | August 31, 2009    |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |   |                 |   |   |                 |   |   |                    |  
|Net loss for the period                                     | $ | (7,146          | ) | $ | (4,335          | ) | $ | (62,895            | )
|Adjustments to reconcile net loss to net cash
      used in |   |                 |   |   |                 |   |   |                    |  
|operating activities                                        |   |                 |   |   |                 |   |   |                    |  
|- contributed administrative expense                        |   | -               |   |   | -               |   |   | 300                |  
|Changes in:                                                 |   |                 |   |   |                 |   |   |                    |  
|- due to a related party                                    |   | 1,955           |   |   | -               |   |   | 5,180              |  
|- accounts payable and accrued liabilities                  |   | (408            | ) |   | (2,446          | ) |   | 3,868              |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|NET CASH USED IN OPERATING                                  |   |                 |   |   |                 |   |   |                    |  
|ACTIVITIES                                                  |   | (5,599          | ) |   | (6,781          | ) |   | (53,547            | )
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH FLOWS FROM FINANCING ACTIVITIES                        |   |                 |   |   |                 |   |   |                    |  
|Proceeds from issuance of common stock                      |   | 46,000          |   |   | -               |   |   | 73,000             |  
|Repayment of notes payable                                  |   | (9,230          | ) |   |                 |   |   | (9,230             | )
|Promissory
      note payable                               |   | 50              |   |   | -               |   |   | 21,094             |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|NET CASH PROVIDED BY FINANCING                              |   |                 |   |   |                 |   |   | 84,864             |  
|ACTIVITIES                                                  |   | 36,820          |   |   | -               |   |   |                    |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|NET INCREASE (DECREASE) IN CASH                             |   | 31,221          |   |   | (6,781          | ) |   | 31,317             |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH, BEGINNING
      OF PERIOD                             |   | 96              |   |   | 11,609          |   |   | -                  |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH, END OF PERIOD                                         | $ | 31,317          |   | $ | 4,828           |   | $ | 31,317             |  

The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)Notes to the InterimFinancial Statements 
  August 31, 2009

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements presented
  herein have been prepared by the Company in accordance with the accounting policies
  in its audited financial statements for the period ended August 31, 2009, as
  filed with the SEC on Form S-1 and should be read in conjunction with the notes
  thereto. The Company is in the exploration stage. In April, 2007 the Company
  entered into an Option to Purchase and Royalty Agreement to acquire a 25% interest
  in a mining property with no known reserves, known as the Gao Feng property,
  in Jiangxi Province, 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.

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 $62,895 for the
  period from May 17, 2006 (inception) to August 31, 2009, and has no revenue.
  The Companys future success is primarily dependent upon the existence
  of gold or other precious minerals on properties for which the Company owns
  a working interest or an option to acquire an interest. No minerals have yet
  been discovered on the properties. The Companys success will also be dependent
  upon its ability to raise sufficient capital to fund its exploration programs
  and, if gold is discovered, to exploit the discovery on a timely and cost-effective
  basis.

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)Notes to the InterimFinancial Statements 
  August 31, 2009

NOTE 3  RELATED PARTY TRANSACTIONS

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

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

On March 25, 2008, the Companys
  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 and has not
  been called as of the date of this report. Accrued interest payable on the note
  was $363 at August 31, 2009.

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

On December 1, 2008, the Company entered
  into a line of credit with a related party to assist the Company in the payment
  of its debts. The line of credit / promissory note bears interest at the rate
  of 7.5% per annum and is repayable in full on December 1, 2009. The payable
  amount under the note, including accrued interest, was $7,222 at August 31,
  2009.

On January 1, 2009, the Company entered
  into a Management Services Agreement with its President and Director to provide
  certain financial and administrative management services for the Company at
  a rate of Hong Kong $5,000 per month for a one year period payable on the first
  of each month. Accrued and payable on the contract was $5,160 at August 31,
  2009.

NOTE 4  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS

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

As at August 31, 2009 the Company had
  not incurred any costs in regards to the option or the property.

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

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)Notes to the InterimFinancial Statements 
  August 31, 2009

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

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

Exploration Expenditures
      Due
        Date$20,000
      May
        31, 2010$40,000
      May
        31, 2011$60,000


| | B. | Make annual payments of $25,000, commencing May 31,
        2012, as long as the Company holds any interest in the claim as prepayment
        of the net smelter royalty.                                                                                  
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                             
| | C. | Issue 1,000,000 shares of Osprey Ventures, Inc. upon
        completion of a phase I exploration program as recommended by a geologist.                                                                                                                     
| |    |                                                                                                                                                                                                                                                             
| | D. | Osprey may acquire an additional 26% of the right, title
        and interest, by the payment of US $25,000 and by incurring an additional
        US $100,000 in exploration expenditures on the Property on or before May
        31, 2013.               
| |    |                                                                                                                                                                                                                                                             
| | E. | In addition to the above terms, the optionor is to retain
        a three percent net smelter royalty. Osprey has a right to purchase one-half
        of the Royalty by paying to the optionor the sum of US $500,000 per Royalty
        percentage point.

NOTE 5  INCOME TAXES

The Company has adopted FASB No. 109
  and FIN No. 48 for reporting purposes. As of August 31, 2009, the Company had
  net operating loss carry forwards of approximately $62,895 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.



---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)Notes to the InterimFinancial Statements 
  August 31, 2009

NOTE 6  CAPITAL STOCK (continued)

| | a) | Common Stock (continued)                                                                                                                                                                                                                                                                                                    
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                             
| |    | In 2007, the Company offered for sale 3,000,000 shares
        of its common stock at a price of $0.01 per share. The Company sold 2,200,000
        shares for net proceeds of $22,000. The offering was made pursuant to
        Rule 903 of Regulation S of the United States Securities Act of 1933,
        as amended.
| |    |                                                                                                                                                                                                                                                                                                                             
| | b) | Stock Options                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                             
| |    | The Company does not have a stock option plan and no
        options or rights to acquire options have been granted.                                                                                                                                                                                                        

NOTE 7  SUBSEQUENT EVENTS

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

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

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

In some cases, you can also identify forward-looking statements
by terminology such as may, will, should, plans, predicts, potential
or continue or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
Risks on page 7, that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

General Information

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

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

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

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 AUGUST 31, 2009,
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q
AND IN OUR ANNUAL REPORT ON FORM S-1.

Overview

---

3

We were incorporated in the State of Wyoming on May 17, 2006,
as Osprey Ventures, Inc. and established a fiscal year end of May 31. Our
statutory registered agent's office is located at 1620 Central Avenue, Suite
202, Cheyenne, Wyoming 82001 and our business office is located at Unit 905, 9th
Floor, Two Chinachem Exchange Square, 338 Kings Road, North Point, Hong Kong.
Our telephone number in North America is (888) 755-9766. There have been no
material reclassifications, mergers, consolidations or purchases or sales of any
significant amount of assets not in the ordinary course of business since the
date of incorporation. We are a start-up, exploration stage company engaged in
the search for gold and related minerals. There is no assurance that a
commercially viable mineral deposit, a reserve, exists in our claim or can be
shown to exist until sufficient and appropriate exploration is done and a
comprehensive evaluation of such work concludes economic and legal feasibility.

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

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

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

To date we have not performed any work on the claims nor have
we spent any money on research and development activities. Information about the
claims was presented to a former director for review without any contractual
obligations. We must conduct exploration to determine if gold exists on the
property and if any gold which is found can be economically extracted and
profitably processed.

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

Our Proposed Exploration Program  Plan of Operation

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

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

We anticipate that our portion of phase I of the recommended
geological exploration program will cost $30,000 of a total $120,000 planned
expenditure with the balance being funded by Jiujiang based on the Report which
is a reflection of local costs for the specified type of operation. We had
$31,317 in cash

---

4

reserves as of August 31, 2009. Accordingly, we will not be
able to proceed with the exploration program and carry on normal business
operations without additional financing.

Phase I Exploration Program

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

Initially, we will run a grid over the entire property and
review maps of the results of any past reported geological and geochemical
programs correlating all past information to our grid; then we will complete a
geological survey to evaluate certain specific targets previously identified.
Phase 1 will establish a base line grid with 25-meter stations and cross lines
run every 50 meters for 100 meters each side of the baseline. We will then
relate previous ground and airborne electromagnetic surveys over the grid.
Samples taken from various locations will be tested for traces of gold, silver,
lead, copper, zinc, iron and other metals; however, our primary focus is the
search for gold. We will then compare relative concentrations of gold, silver,
lead and other indicator metals in samples so the results from different samples
can be compared in a more precise manner and plotted on a map to evaluate their
significance.

Phase II will not be carried out until 2010 or 2011 and will be
contingent upon favourable results from phase I and specific recommendations in
the resulting report. Specifics of the work to be carried out have not yet been
determined and will be delineated as recommendations in the reporting of the
results of phase I. The second phase may require up to six weeks work and may
cost up to $200,000 in total (Ospreys portion being $50,000) comprised of
wages, fees, camp, equipment rental, trenching, diamond drilling, 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. Mr. Ma does not have an employment agreement with us. On January 01, 2009,
we entered into a Management Services Agreement with James Yiu, our President
and a director, to provide certain financial and administrative management
services for the Company at a rate of Hong Kong $5,000 per month for a one year
period payable on the first of each month (approximately US $650 per month based
on current exchange rates). We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt such plans in the future. There are presently no personal benefits
available to employees.

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

Offices

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

Risks

---

5

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

Following the final receipt of the last of our S-1 registration
statement offering proceeds, approximately $46,000, we will have sufficient
financial resources to complete the first phase of our proposed exploration
plan. However, in order to complete future phases of exploration we will need to
raise additional funding. Even if the first phase of our exploration program is
deemed to be successful there is no guarantee that we will be able to raise any
additional capital in order to finance future.

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

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

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

Results of Operations

Osprey was incorporated on May 17, 2006; comparative periods
for the quarters ended August 31, 2009, and August 31, 2008, and from May 17,
2006 (inception), through August 31, 2009, are presented in the following
discussion.

Since inception, we have used our common stock, an advance from
a related party and promissory notes from related parties to raise money for our
optioned acquisition and for corporate expenses. Net cash provided by financing
activities (less offering costs) from inception on May 17, 2006, to August 31,
2009, was $84,864 as a result of proceeds received from sales of our common
stock ($73,000), an advance from a former director ($5,000) and the proceeds to
date from a line of credit we have been able to negotiate at an interest rate of
7.5% per annum ($6,864).

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2009. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters ended August 31, 2009
and August 31, 2008, was $0.

COMMON STOCK Net cash provided by financing activities during
the quarter ended August 31, 2009, was $36,820 from the proceeds of the sale of
920,000 shares of common stock issued under our S-1 registration statement and
the repayment ($9,230) of part of the line of credit that we were able to
arrange

---

6

in early 2009 and was nil ($0) for the same period in 2008 and
for the period from inception on May 17, 2006, through to and including August
31, 2009, the amount was $84,864 of which $27,000 was provided by the sale of
common stock in 2006 and $46,000 in the quarter ended August 31, 2009. No
options or warrants were issued to issue shares at a later date in the most
recent quarter.

EXPENSES

Expense Item
    For the Quarter ended August 31, 2009
    For the Quarter ended August 31, 2008
    May 17, 2006 (Inception) thru August
      31, 2009Bank
      charges
    $ 98
    $ 41
    $ 671Loss
      on currency exchange
    
    1,534
    780Interest on promissory note
    363
    63
    1,139Contributed admin. support
    
    
    300Office
    
    
    3,913Organizational costs
    
    
    300Professional fees
    4,630
    1,300
    39,948Corporate services
    
    
    5,000Public relations
    
    
    790Registration and filing fees
    120
    1,397
    4,148Travel and meals
    
    
    746Management fees
    1,935
    
    5,160TOTAL EXPENSES
    $ 7,146
    $4,335
    $62,895


SUMMARY  Total expenses were $7,146 in the quarter ended
August 31, 2009, and $4,335 for the similar period in 2008. A total of $62,895
in expenses has been incurred since inception on May 17, 2006, through August
31, 2009. These costs have and will vary from quarter to quarter based on the
level of general corporate activity, exploration operations and capital raising.
Costs were generally steady in the quarter under discussion as we are relatively
inactive. Costs can be further subdivided into:

BANK CHARGES: Osprey incurred $98 in bank and related fees for
the quarter ended on August 31, 2009, and $41 for the similar period in 2008.
From inception on May 17, 2006, we have incurred a total of $671 in bank
charges. This cost category should generally have little variance between
quarters.

LOSS ON CURRENCY EXCHANGE: Osprey incurred $0 (nil) in losses
on currency exchange in the most recent quarter ended on August 31, 2009, and
$1,534 for the quarter ended August 31, 2008. From inception on May 17, 2006, to
August 31, 2009, we have incurred a total of $780 in losses on currency
exchange.

INTEREST EXPENSE ON PROMISSORY NOTE AND LINES OF CREDIT: On
March 25, 2008, a related party and former director advanced $5,000 to Osprey in
the form of a promissory note which bears interest at the rate of 5%. On
December 01, 2008, we were able to arrange for lines of credit up to the amount
of US $20,000 and CA $20,000 to pay for existing accounts payable through a
related party which is charging 7.5% interest on amounts utilized. During this
last quarter we incurred $363 for the interest due on those lines of credit.
During the similar period in 2008 there were no such charges or accruals. From
inception on May 17, 2006, we have incurred a total of $1,139 in interest
payable on the lines of credit. In the future this cost category will change
based on whether there are advances or loans from related parties. The first
note was due and payable on June 1, 2009, but has not been called for
redemption, and the lines of credit are payable on December 01, 2009.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarter ended
August 31, 2009, while $0 was incurred in the three months ended on August 31,
2008. A total of $300 has been incurred in the period from inception on May 17,
2006, to August 31, 2009. All contributed expenses are reported as contributed
costs with a corresponding credit to additional paid-in capital.

---

7

OFFICE EXPENSES: No office costs were incurred in the quarter
ended August 31, 2009, or for the similar period in 2008. For the period May 17,
2006 (inception), through August 31, 2009, a total of $3,913 has been spent on
office related expenses. Cost items included encompass telephone, facsimile,
courier, photocopying, postage and general office expenses and services. This
category will vary based on overall activity.

ORGANIZATIONAL EXPENSES: No charges for organizational expenses
were incurred for the quarter ended on August 31, 2009, or for the similar
period in 2008. From inception to May 17, 2006, we have incurred a total of $300
in organizational expenses. We expect infrequent charges.

PROFESSIONAL FEES: Osprey incurred $4,630 in professional fees
for the quarter ended on August 31, 2009, and $1,300 for the 2008 period. From
inception on May 17, 2006, we have incurred a total of $39,948 in professional
fees mainly spent on legal and accounting matters. This cost category will vary
in spending depending on legal and accounting activities.

COMPENSATION: No compensation costs were incurred for the
quarter ended August 31, 2009, or 2008 and no direct compensation costs have
been incurred since inception.

MANAGEMENT SERVICES: On January 01, 2009, we entered into a
Management Services Agreement with James Yiu, our President and a director, to
provide certain financial and administrative management services for the Company
at a rate of Hong Kong $5,000 per month (approximately US $650 based on current
exchange rates) for a one year period payable on the first of each month. Osprey
incurred $1,935 in management service fees for the quarter ended on August 31,
2009, and nil ($0) for the similar period in 2008. From inception on May 17,
2006, we have incurred a total of $5,160 in management service fees.

CORPORATE SERVICES: Osprey incurred $0 in corporate service
fees for the quarter ended on August 31, 2009, and nil ($0) for the similar
period in 2008. From inception on May 17, 2006, we have incurred a total of
$5,000 in corporate service fees.

PUBLIC RELATIONS: Osprey incurred $0 in public relations and
related costs for the quarters ended on August 31, 2009, and 2008. From
inception on May 17, 2006, we have incurred a total of $790 in public relations
fees.

REGISTRATION AND FILING FEES: Osprey incurred $120 in
registration and filing fee expenses for the quarter ended on August 31, 2009,
and $1,397 for the similar period in 2008. From inception on May 17, 2006, we
have incurred a total of $4,148 in registration and filing fees. This cost
category will vary depending on the capital raising activities of the
Corporation.

TRAVEL AND MEAL EXPENSES: Nil ($0) was spent in travel and meal
costs in the quarters ended on August 31, 2009, and 2008. For the period May 17,
2006 (inception), through August 31, 2009, a total of $746 has been spent on
travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the quarter ended
August 31, 2009, $5,599 in net cash was used while $6,781 was used for the
similar period in 2008. A total of $53,547 in net cash has been used for the
period from inception on May 17, 2006, to August 31, 2009.

INCOME TAX PROVISION: As a result of operating losses, there
has been no provision for the payment of income taxes to date in 2008  2009 or
from the date of inception.

During the quarter under review, Osprey took receipt of $46,000
in payment for 920,000 shares of its common stock issued under an S-1
registration statement dated September 5, 2008, which became effective on
September 18, 2008. The shares were originally paid for by placees in Shanghai,
China but the Board had significant issues opening corporate bank accounts in
China. As a result, most of the funds became stale dated in early 2009 and it
has taken a length of time to establish new banking relationships, get the

---

8

funds reissued for deposit in North America and actually get
the funds into the banking system. As of the date of this report Osprey has
7,200,000 common shares issued and outstanding.

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

Plan of Operation

Osprey believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2010, with the proceeds of our S-1 offering
which raised $92,000, of which $46,000 remains to be received once all funds
have cleared the banking system. As of August 31, 2009, we had $10,405 in
working capital.

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

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

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

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2009  2010. Management projects that
we may require up to $160,000 to fund ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

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


As at August 31, 2009, we had a working capital surplus of
$10,405. 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 auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional notes describing the
circumstances that lead to this disclosure by our independent auditors.

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

There are no assurances that we will be able to obtain further
funds required for continued operations. We are pursuing various financing
alternatives to meet immediate and long-term financial requirements. There

---

9

can be no assurance that additional financing will be available
to us when needed or, if available, that it could be obtained on commercially
reasonable terms. If we are not able to obtain the additional financing on a
timely basis, we will not be able to meet obligations as they become due.

Liquidity and Capital Resources

For the quarter ended August 31, 2009, we have yet to generate
any revenues from operations.

Since inception, we have used our common stock, advances from
related parties and lines of credit to raise money for our optioned acquisition
and for corporate expenses. Net cash provided by financing activities from
inception on May 17, 2006, to August 31, 2009, was $84,864 as a result of gross
proceeds received from sales of our common stock (less offering costs)
($73,000), an advance in the form of a promissory note from a related party
($5,000) and the proceeds to date from a line of credit we have negotiated
($6,864). We issued 5,000,000 shares of common stock through a Section 4(2)
offering in May 2006 for cash consideration of $5,000. We issued 2,200,000
shares of common stock through a Rule 903 Regulation S offering in April 2007
for cash consideration of $22,000 to a total of 8 placees. In the quarter under
review we issued 920,000 shares of common stock under our S-1 registration
statement which became effective on September 18, 2008, and which were sold in
early 2009 at a price of $0.05 for cash consideration of $46,000 to a total of
23 placees.

As of August 31, 2009, our total assets consisted entirely of
cash in the amount of $31,317 and our total liabilities were $20,912. Working
capital stood at $10,405.

For the quarter ended August 31, 2009, the net loss was $7,146
($0.001 per share) while for August 31, 2008, the net loss was $4,335 ($0.001
per share) The loss per share was based on a weighted average of 7,200,000
common shares outstanding for the current quarter and 7,200,000 shares
outstanding at August 31, 2008. The net loss from May 17, 2006 (inception), to
August 31, 2009, is $62,895.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
August 31, 2009. Inflation is moderately higher than it was during 2008 but the
actual rate of inflation is not material and is not considered a factor in our
contemplated capital expenditure program.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk

None.

Item 4. Controls and Procedures

|(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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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10

|    | 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 August 31, 2009, there were no
      changes in the Company's internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect,
      its internal control over financial reporting.                                                                                                                                                                                                                                                                                                                               

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

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

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

The issuances discussed under this section are exempted from
registration under Section 4(2) of the Securities Act. All purchasers of our
securities acquired the shares for investment purposes only and all 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 August 31, 2009, was $84,864 as a result of proceeds received from
sales of our common stock, an advance from a related party and lines of credit /
promissory notes. During that same period, the following table indicates how the
proceeds have been spent to date:



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11

Bank Charges
      671Loss on currency
        exchange
      780Interest on
      promissory note
      1,139Contributed
      administrative support
      300Management service
      fees
      5,160Office
      3,913Organizational
      costs
      300Professional fees
      39,948Corporate services
      5,000Public relations
      790Registration and
      filing fees
      4,148Travel and meals
      746Total Use of Proceeds to August 31, 2009
      $62,595


Common Stock

During the three -month period ended August 31, 2009, 920,000
shares of common stock were issued under an S-1 registration statement. As of
August 31, 2009, and the date of this report, there were 7,200,000 shares issued
and outstanding.

Options

No options were granted during the three month period ending
August 31, 2009.

Code of Ethics

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

Web Site

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended August 31,
2009: Nil

Exhibits

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



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12

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: October 15, 2009.

| | BY: | /s/ Yiu Yeung Lung James                                                       
| | --- | ---------------------------------------------------------------------------------
| |     |                                                                                  
| |     | YIU YEUNG LUNG JAMES, President, Chief Executive
      Officer, Principal        
| |     | Executive Officer, Secretary, Treasurer, Chief
      Financial Officer, Principal
| |     | Financial Officer and a Member of the Board of
      Directors                   
| |     |                                                                                  
| |     |                                                                                  
| | BY: | /s/ Ma Cheng Ji                                                                
| |     |                                                                                  
| |     | MA CHENG JI, Member of the Board of Directors                                    

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