---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A/2

**This quarterly report on Form 10-Q/A/2 is being  filed to amend our amended quarterly report on Form 10-Q for the first quarter  ended August 31, 2010 (the "Amended Form 10-Q"), which was filed with  the Securities and Exchange Commission on January 6, 2010. Accordingly,  pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended,  this Form 10-Q/A contains complete text of the Amended Form 10-Q, the cover  page of which has been amended, as well as the current dated certifications  from the Principal Executive Officer and the Principal Financial Officer.**

**The amendment contained herein   amends information pertaining to our  exploration properties in Nevada  to conform to Industry Guide 7. We have not updated the information  contained herein for events occurring subsequent to October 14, 2010, the  filing date of the Original 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, 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.)
|                                                                     |                                     
|4839 North College Avenue, Indianapolis,
    Indiana                 | 46205                               
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number: (317) 946-4653

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: 90,400,000
    shares of Common Stock as of the date of this report. The aggregate market
  value of the of the voting stock held by non-affiliates of the issuer as of the
  date of this report was approximately $40,804,000 based on the last reported
  sales price on the OTC Bulletin Board on that date. We do not have any
  authorized, issued or outstanding non-voting common stock.

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, 2010

|BALANCE SHEETS AS OF AUGUST
      31, 2010 (UNAUDITED), AND MAY 31, 2010.                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                     
|STATEMENTS OF OPERATIONS FOR THE
      THREE MONTHS ENDED AUGUST 31, 2010 (UNAUDITED), AND AUGUST 31, 2009
      (UNAUDITED), AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO AUGUST 31,
      2010 (UNAUDITED).    
|                                                                                                                                                                                                                     
|STATEMENT OF STOCKHOLDERS
      EQUITY (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO AUGUST
      31, 2010 (UNAUDITED).                                                                                
|                                                                                                                                                                                                                     
|STATEMENTS OF CASH FLOWS
      FOR THE THREE MONTHS ENDED AUGUST 31, 2010 (UNAUDITED), AND AUGUST
      31, 2009 (UNAUDITED), AND FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION),
      TO AUGUST 31, 2010 (UNAUDITED).
|                                                                                                                                                                                                                     
|NOTES TO THE FINANCIAL
      STATEMENTS (UNAUDITED).                                                                                                                                                                 

F-1

---

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

|                                                                                                                                                                                                                         |   | August 31, 2010 |   |   | May 31, 2010 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | --------------- | - | - | ------------ | -
|                                                                                                                                                                                                                         |   | (Unaudited)     |   |   |              |  
|                                                                                                                                                                                                                         |   |                 |   |   |              |  
|ASSETS                                                                                                                                                                                                                   |   |                 |   |   |              |  
|                                                                                                                                                                                                                         |   |                 |   |   |              |  
|CURRENT ASSETS                                                                                                                                                                                                           |   |                 |   |   |              |  
|Cash                                                                                                                                                                                                                     | $ | 657             |   | $ | 8,926        |  
|Prepaid expenses                                                                                                                                                                                                         |   | 1,100           |   |   | 1,200        |  
|TOTAL ASSETS                                                                                                                                                                                                             | $ | 1,757           |   | $ | 10,126       |  
|                                                                                                                                                                                                                         |   |                 |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                           |   |                 |   |   |              |  
|                                                                                                                                                                                                                         |   |                 |   |   |              |  
|CURRENT LIABILITIES                                                                                                                                                                                                      |   |                 |   |   |              |  
|Due to an
      officer and director (Note 3)                                                                                                                                                                            | $ | 20,000          |   | $ | 20,000       |  
|Goldfields Option payable                                                                                                                                                                                                |   | 300,000         |   |   | -            |  
|Accounts payable and accrued liabilities                                                                                                                                                                                 |   | 1,278           |   |   | 3,626        |  
|                                                                                                                                                                                                                         |   |                 |   |   |              |  
|TOTAL LIABILITIES                                                                                                                                                                                                        |   | 321,278         |   |   | 23,626       |  
|                                                                                                                                                                                                                         |   |                 |   |   |              |  
|                                                                                                                                                                                                                         |   |                 |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                                           |   |                 |   |   |              |  
|Capital stock (Note 7)              Authorized 
                    800,000,000
    shares of common stock, $0.001 par value
    ,            Issued and outstanding
                  90,400,000 shares of common stock |   | 90,400          |   |   | 90,400       |  
|Additional paid-in capital                                                                                                                                                                                               |   | 28,900          |   |   | 28,900       |  
|Deficit accumulated during the exploration
      stage                                                                                                                                                                   |   | (438,821        | ) |   | (132,800     | )
|Total
      stockholders equity (deficit)                                                                                                                                                                               |   | (319,521        | ) |   | (13,500      | )
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                                                                     | $ | 1,757           |   | $ | 10,126       |  

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 MONTHS ENDED AUGUST 31, 2010, AND AUGUST
      31, 2010,
|AND THE PERIOD FROM MAY 17, 2006 (INCEPTION), TO AUGUST
      31, 2010
|(Unaudited)                                                           

|                                                                             |   | Three Months    |   |   | Three Months    |   |   | May 17, 2006    |  
|---------------------------------------------------------------------------- | - | --------------- | - | - | --------------- | - | - | --------------- | -
|                                                                             |   | Ended           |   |   | Ended           |   |   | (inception) to  |  
|                                                                             |   | August 31, 2010 |   |   | August 31, 2009 |   |   | August 31, 2010 |  
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|REVENUE                                                                      | $ | -               |   | $ | -               |   | $ | -               |  
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|Total revenue                                                                |   | -               |   |   | -               |   |   | -               |  
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|EXPENSES                                                                     |   |                 |   |   |                 |   |   |                 |  
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|Bank charges                                                                 |   | -               |   |   | 98              |   |   | 910             |  
|Loss on currency exchange                                                    |   | -               |   |   | -               |   |   | 777             |  
|Interest expense  promissory note/advance                                   |   | 252             |   |   | 363             |   |   | 1,896           |  
|Contributed administrative support (note 3)                                  |   | -               |   |   | -               |   |   | 300             |  
|Consulting                                                                   |   | -               |   |   | -               |   |   | 15,000          |  
|Office                                                                       |   | -               |   |   | -               |   |   | 12,247          |  
|Organizational costs                                                         |   | -               |   |   | -               |   |   | 300             |  
|Professional fees                                                            |   | 1,866           |   |   | 4,630           |   |   | 51,136          |  
|Corporate services                                                           |   | -               |   |   | -               |   |   | 5,000           |  
|Public relations                                                             |   | -               |   |   | -               |   |   | 790             |  
|Registration and filing fees                                                 |   | 1,044           |   |   | 120             |   |   | 7,967           |  
|Management fees                                                              |   | -               |   |   | 1,935           |   |   | 7,977           |  
|Transfer agent                                                               |   | 500             |   |   | -               |   |   | 6,475           |  
|Exploration of mineral resource property                                     |   | 2,359           |   |   | -               |   |   | 22,359          |  
|Goldfields Option costs                                                      |   | 300,000         |   |   | -               |   |   | 300,000         |  
|Travel and meals                                                             |   | -               |   |   | -               |   |   | 5,687           |  
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|Total expenses                                                               |   | 306,021         |   |   | 7,146           |   |   | 438,821         |  
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|NET LOSS FOR THE
      PERIOD                                                | $ | (306,021        | ) | $ | (7,146          | ) | $ | (438,821        | )
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|BASIC AND DILUTED LOSS PER COMMON SHARE                                      | $ | (0.00           | ) | $ | (0.00           | ) |   |                 |  
|                                                                             |   |                 |   |   |                 |   |   |                 |  
|WEIGHTED AVERAGE
      NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING |   | 90,400,000      |   |   | 72,000,000      |   |   |                 |  

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 AUGUST
      31, 2010 (UNAUDITED)

|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   | Deficit     |   |   |          |  
|--------------------------------------------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------ | - | - | ----------- | - | - | ----------- | - | - | -------- | -
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   | Accumulated |   |   |          |  
|                                                                                              |  |              |  |   |         |  |   | Additional   |   |   | Share       |   |   | During the  |   |   |          |  
|                                                                                              |  | (Note 7)     |  |   | 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)                                                                       |  | 50,000,000   |  | $ | 50,000  |  | $ | -            |   | $ | -           |   | $ | -           |   | $ | 50,000   |  
|- Share Subscription receivable                                                               |  | -            |  |   | -       |  |   | -            |   |   | (50,000     | ) |   | -           |   |   | -(50,000 | )
|Net loss for the period
      ended May 31, 2006                                              |  | -            |  |   | -       |  |   | -            |   |   | -           |   |   | (300        | ) |   | (300     | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Balance, May 31,
      2006                                                                   |  | 50,000,000   |  |   | 50,000  |  |   | -            |   |   | (50,000     | ) |   | (300        | ) |   | (300     | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Share Subscription Received                                                                   |  | -            |  |   | -       |  |   | (45,000      | ) |   | 50,000      |   |   |             |   |   | 5,000    |  
|March 23, 2007, common stock sold in private
      placement offering ($0.01/ share) (note 6) |  | 22,000,000   |  |   | 22,000  |  |   | -            |   |   | -           |   |   | -           |   |   | 22,000   |  
|Net loss for the year
      ended May 31, 2007                                                |  | -            |  |   | -       |  |   | 200          |   |   | -           |   |   | (12,102     | ) |   | (11,902  | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Balance May 31,
      2007                                                                    |  | 72,000,000   |  |   | 72,000  |  |   | (44,800      | ) |   | -           |   |   | (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                                                                          |  | 72,000,000   |  |   | 72,000  |  |   | (44,700      | ) |   | -           |   |   | (34,463     | ) |   | (7,163   | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Net loss for the year ended May 31, 2009                                                      |  | -            |  |   | -       |  |   | -            |   |   | -           |   |   | (21,286     | ) |   | (21,286  | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Balance May 31, 2009                                                                          |  | 72,000,000   |  |   | 72,000  |  |   | (44,700      | ) |   | -           |   |   | (55,749     | ) |   | (28,449  | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Common stock subscribed for cash at $0.05 per
      share under S-1 registration              |  | 18,400,000   |  |   | 18,400  |  |   | 73,600       |   |   | -           |   |   | -           |   |   | 92,000   |  
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Net loss for the year ended May 31, 2010                                                      |  | -            |  |   | -       |  |   | -            |   |   | -           |   |   | (77,051     | ) |   | (77,051  | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Balance May 31, 2010                                                                          |  | 90,400,000   |  |   | 90,400  |  |   | 28,900       |   |   | -           |   |   | (132,800    | ) |   | (13,500  | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Net loss for the period ended August 31, 2010 (unaudited)                                     |  | -            |  |   | -       |  |   | -            |   |   | -           |   |   | (306,021    | ) |   | (306,021 | )
|                                                                                              |  |              |  |   |         |  |   |              |   |   |             |   |   |             |   |   |          |  
|Balance August 31, 2010                                                                       |  | 90,400,000   |  | $ | 90,400  |  | $ | 28,900       |   | $ | -           |   | $ | (438,821    | ) | $ | (319,521 | )

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 THREE MONTHS ENDED AUGUST 31, 2010, AND AUGUST
      31, 2009,
|AND FOR THE PERIOD FROM INCEPTION TO AUGUST 31, 2010                  
|(Unaudited)                                                           

|                                                                                 |   |                 |   |   |                 |   |   | Cumulative results of |  
|-------------------------------------------------------------------------------- | - | --------------- | - | - | --------------- | - | - | --------------------- | -
|                                                                                 |   | Three Months    |   |   | Three Months    |   |   | operations May 17,    |  
|                                                                                 |   | Ended           |   |   | Ended           |   |   | 2006 (inception), to  |  
|                                                                                 |   | August 31, 2010 |   |   | August 31, 2009 |   |   | August 31, 2010       |  
|                                                                                 |   |                 |   |   |                 |   |   |                       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |   |                 |   |   |                 |   |   |                       |  
|Net loss for the period                                                          | $ | (306,021        | ) | $ | (7,146          | ) | $ | (438,821              | )
|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           |   |   | -                     |  
|- due under Goldfields
      Option                                              |   | 300,000         |   |   | -               |   |   | 300,000               |  
|- prepaid expense                                                                |   | 100             |   |   | -               |   |   | (1,100                | )
|- accounts payable and accrued liabilities                                       |   | (2,348          | ) |   | (408            | ) |   | 1,278                 |  
|                                                                                 |   |                 |   |   |                 |   |   |                       |  
|NET CASH USED IN OPERATING ACTIVITIES                                            |   | (8,269          | ) |   | (5,599          | ) |   | (138,343              | )
|                                                                                 |   |                 |   |   |                 |   |   |                       |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |   |                 |   |   |                 |   |   |                       |  
|Proceeds from issuance of common stock                                           |   | -               |   |   | 46,000          |   |   | 119,000               |  
|Principal payments on debt                                                       |   | -               |   |   | (9,230          | ) |   | (21,091               | )
|Proceeds
      from issuance of notes payable                                    |   | -               |   |   | 50              |   |   | 41,091                |  
|                                                                                 |   |                 |   |   |                 |   |   |                       |  
|NET CASH PROVIDED
      BY FINANCING ACTIVITIES                                  |   | -               |   |   | 36,820          |   |   | 139,000               |  
|                                                                                 |   |                 |   |   |                 |   |   |                       |  
|NET INCREASE (DECREASE) IN CASH                                                  |   | (8,269          | ) |   | (31,221         | ) |   | 657                   |  
|                                                                                 |   |                 |   |   |                 |   |   |                       |  
|CASH, BEGINNING
      OF PERIOD                                                  |   | 8,926           |   |   | 96              |   |   | -                     |  
|                                                                                 |   |                 |   |   |                 |   |   |                       |  
|CASH, END OF PERIOD                                                              | $ | 657             |   | $ | 31,317          |   | $ | 657                   |  

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
|August 31, 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, 2010, 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.

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 $438,821 for
  the period from May 17, 2006 (inception), to August 31, 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.

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) .

F-6

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|August 31, 2010                          

NOTE 3  RELATED PARTY TRANSACTIONS (continued)

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 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

Gao Feng Gold Property  Jiangxi
  Province, China

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, 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.                                                                                                                     
| |    |                                                                                                                                                                                                                                                             
| | 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.

Mineral Property Interests 
  State of Nevada  U.S.A.

On August 23, 2010 we entered into three agreements with TAC
  Gold Inc., a Canadian reporting issuer, in regards to the acquisition of certain
  property interests. The interests that we have acquired are as follows:

F-7

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|August 31, 2010                          

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

- An option to acquire a 70% interest in a mineral
      exploration property called the Belleville property in Mineral
      County, Nevada. TAC Gold has an underlying option agreement with Minquest
      Inc. for the acquisition of a 100% interest in the property (under which
      agreement Minquest has retained a 3% net smelter return royalty);
- An option to acquire a 35% interest in a mineral
      exploration property called the Goldfield West property in Esmeralda
      County, Nevada. TAC Gold has an underlying option agreement with Minquest
      Inc. for the acquisition of a 100% interest in the property; and
- A right of first refusal on an additional exploration
      property called the Iowa Canyon property in Ladner County, Nevada
      for period of 12 months.

Pursuant to the terms of the above noted
  option agreements, we have assumed the obligations of TAC Gold under their option
  agreements with Minquest. In regards to the option agreement for the Belleville
  property, that consists of:

- Making payments in the aggregate amount of $190,000
      in annual periodic payments ranging from $20,000 to $50,000, to the sixth
      anniversary of the underlying option agreement.
- Incurring exploration expenditures in the aggregate
      amount of $1,420,000 in annual amounts ranging from $100,000 to $400,000,
      to the seventh anniversary of the underlying option agreement.

In regards to the option agreement for
  the Goldfield West property, the assumed obligations consist of:

- Making payments in the aggregate amount of $280,000
      in annual periodic payments ranging from $30,000 to $70,000, to the seventh
      anniversary of the underlying option agreement.
- Incurring exploration expenditures in the aggregate
      amount of $2,200,000 in annual amounts ranging from $200,000 to $500,000,
      to the seventh anniversary of the underlying option agreement.

In addition, TAC Gold is required to
  make certain share issuances to Minquest under the terms of the option agreements
  between them (700,000 shares in regards to the Belleville property and 1,000,000
  shares in regards to the Goldfield West Property, periodically over the terms
  of the agreements). We are obligated to reimburse TAC Gold in either cash for
  the fair market value of the TAC Gold shares that are issued to Minquest or
  in the issuance of the equivalent value of Osprey Venture shares as have a market
  value equal to the amount of the payment then due. The common shares of TAC
  Gold are listed for trading on the Canadian National Stock Exchange.

The schedule of payments, stock issuances & required property
  expenditures under the agreements is as follows

GOLDFIELD  OSPREY 35% INTEREST

Osprey must pay to TAC Gold $200,000
  on date of execution (paid on September 14, 2010) 
  Osprey must pay to TAC Gold $100,000 by November 21, 2010

F-8

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|August 31, 2010                          

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

|Ospreys
        Portion | 35% of TAC |                | 35%                 
|------------------------ | ---------- | -------------- | --------------------
|Anniversary
        Date | Payment    | Share Issuance | Property Expenditure
|                         |            |                |                     
|January 20, 2011         | $7,000     | TBD            | $70,000             
|January 20, 2012         | $10,500    | TBD            | $70,000             
|January 20, 2013         | $10,500    | TBD            | $87,500             
|January 20, 2014         | $14,000    | TBD            | $105,000            
|January 20, 2015         | $14,000    | TBD            | $122,500            
|January 20, 2016         | $17,500    | TBD            | $140,000            
|January 20, 2017         | $24,500    | TBD            | $175,000            
|                         |            |                |                     
|TOTALS                   | $98,000    |                | $770,000            

BELLEVILLE  OSPREY 70% INTEREST

|Ospreys
        Portion | 70%                 |                | 70%                 
|------------------------ | ------------------- | -------------- | --------------------
|Anniversary
        Date | Payment             | Share Issuance | Property Expenditure
|                         |                     |                |                     
|August 4, 2010           | Paid
        by TAC | TBD            | Paid
        by TAC 
|August 4, 2011           | $14,000             | TBD            | $84,000             
|August 4, 2012           | $21,000             | TBD            | $105,500            
|August 4, 2013           | $21,000             | TBD            | $140,000            
|August 4, 2014           | $28,000             | TBD            | $140,500            
|August 4, 2015           | $35,000             | TBD            | $175,000            
|August 4, 2016           | $0                  | TBD            | $280,000            
|                         |                     |                |                     
|TOTALS                   | $133,000            |                | $995,000            

NOTE 5  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS

In June 2009, ASC Topic The FASB
  Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted
  Accounting Principles  A Replacement of FASB Statement No. 162 was
  issued. This standard establishes the FASB Accounting Standards Codification(TM)
  (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 US GAAP. The Codification does not
  change current US GAAP, but is intended to simplify user access to all authoritative
  US GAAP by providing all the authoritative literature related to a particular
  topic in one place.

The Codification is effective for interim
  and annual periods ending after September 15, 2009, and as of the effective
  date, all existing accounting standard documents were superseded. The Codification
  is effective in the second quarter of the year ending May 31, 2010, and accordingly,
  the Annual Report on Form 10-K for the year ended May 31, 2010, and all subsequent
  public filings will reference the Codification as the sole source of authoritative
  literature. 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.

F-9

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|August 31, 2010                          

NOTE 5  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS (Continued)

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.

In March 2010, the FASB (Financial Accounting
  Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), Derivatives
  and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.
  The amendments in this Update are effective for each reporting entity at the
  beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption
  is permitted at the beginning of each entitys first fiscal quarter beginning
  after issuance of this Update. The Company does not expect the provisions of
  ASU 2010-11 to have a material effect on the financial position, results of
  operations or cash flows of the Company.

In February 2010, the FASB Accounting
  Standards Update 2010-10 (ASU 2010-10), Consolidation (Topic 810):
  Amendments for Certain Investment Funds which is effective as of the
  beginning of a reporting entitys first annual period that begins after
  November 15, 2009, and for interim periods within that first reporting period.
  Early application is not permitted. The Companys adoption of provisions
  of ASU 2010-10 did not have a material effect on the financial position, results
  of operations or cash flows.

In February 2010, the FASB issued ASU
  No. 2010-09 Subsequent Events (ASC Topic 855) Amendments to Certain
  Recognition and Disclosure Requirements (ASU No. 2010-09)
  which requires an entity that is an SEC filer to evaluate subsequent events
  through the date that the financial statements are issued and removes the requirement
  for an SEC filer to disclose a date, in both issued and revised financial statements,
  through which the filer had evaluated subsequent events. The adoption did not
  have an impact on the Companys financial position and results of operations.

In January 2010, FASB issued Accounting
  Standards Update (ASU) No. 2010-06, Improving Disclosures
  about Fair Value Measurements which amends FASB Accounting Standards
  Codification (ASC) 820 and clarifies and provides additional disclosure
  requirements related to recurring and non-recurring fair value measurements and employers disclosures
  about postretirement benefit plan assets. This ASU is effective for interim
  and annual reporting periods beginning after December 15, 2009. The adoption
  of ASU 2010-06 did not have a material impact on the Companys 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.

F-10

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|August 31, 2010                          

NOTE 5  RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING
  PRONOUNCEMENTS (continued)

In May 2009, ASC Topic 855, Subsequent
  Events was issued which 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 and 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 it 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 8 for disclosures regarding
  our subsequent events.

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 and was 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 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.

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 will become 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.

F-11

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|August 31, 2010                          

NOTE 6  INCOME TAXES

As of August 31, 2010, the Company had
  net operating loss carry forwards of approximately $138,821 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 7  CAPITAL STOCK

| | a) | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | In 2006 the Company issued 50,000,000 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 30,000,000 shares
        of its common stock at a price of $0.01 per share. The Company sold 22,000,000
        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 18,400,000 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 took
        a length of time to establish new banking relationships, get the funds
        reissued for deposit in North America and deposit the funds into the banking
        system. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

NOTE 8  SUBSEQUENT EVENTS

On September 8, 2010 the Corporation
  filed a Form 14C PRE giving notice that our Board of Directors, after careful
  consideration, has approved, subject to certain conditions, the following actions:

| |  | to amend our Articles of Incorporation to change
      the name of Osprey Ventures to All American Gold Corp. We refer
    to this action as the name change;                                                                            
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                              
| |  | to amend our Articles of Incorporation to effect
      a 10-for-1 forward stock split of our issued and outstanding common stock.
    We refer to this action as the forward stock split; and                                              
| |  |                                                                                                                                                                                                                                              
| |  | to amend our Articles of Incorporation to increase
      our authorized number of shares of common stock from 200 million shares
      to 800 million shares of common stock. We refer to this action as the authorized
    stock increase.

F-12

---

|OSPREY VENTURES, INC.                    
|-----------------------------------------
|(An Exploration Stage Company)           
|                                         
|Notes to the Interim Financial Statements
|August 31, 2010                          

NOTE 8  SUBSEQUENT EVENTS (continued)

The corporate actions have been approved
  by our Board of Directors as a result of the companys change of direction
  with the recent acquisition of certain mineral exploration properties in the
United States.

Readers of these financial statements
  are directed to the Subsequent Event section of the 10K Report dated October
  14, 2010, for further details and information in regards to the noted corporate
  actions and to our 14C Preliminary Information Statement filed with the SEC
on September 8, 2010.

On September 10, 2010, we issued $200,000
  in non-interest bearing convertible notes to a single creditor. All or any portion
  of the amounts due under the convertible notes, which mature on September 10,
  2015, may be converted at any time, at the option of the holder, into common
  shares of our company at a conversion price of seventy five percent (75%) of
  our average closing bid prices for the ten trading days immediately preceding
the date that we receive notice of conversion of the convertible notes.

The issuance of the convertible notes
  and the securities issuable upon conversion of the convertible notes was made
  pursuant to the exemption from registration requirements of the United States
  Securities Act of 1933, as amended (the Securities Act) provided
  by Regulation S promulgated thereunder. The creditors are not a U.S. persons
(as that term is defined in Regulation S).

The funds so derived from the convertible
  debenture were then used on September 14, 2010, to make the payment due to TAC
Gold under the Goldfields option agreement in the amount of $200,000.

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

F-13

---

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 5, 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 properties that we have
  under option. Further exploration will be required before a final evaluation as
  to the economic and legal feasibility of the properties is determined.

Foreign Currency and Exchange Rates

Dollar costs of Ospreys property acquisition and planned
  exploration costs are in Chinese (Yuan) Renminbi (RMB) for its Chinese
  operations and in United States Dollars for our Nevada operations while
  management fees were 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.

---



3

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING AUGUST 31, 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.

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 4839 North
  College Avenue, Indianapolis, Indiana 46205. Our telephone number 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 properties 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.

Mining Projects Under Option

Gao Feng Gold Mining Property  Jiangxi, China

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.

To date we have paid $20,000 as our portion of the phase I
  exploration program which 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/A Report
  for May 31, 2010, dated January 6, 2011, and our S-1 registration statement
  dated September 05, 2008, for further discussion of the property, maps, mineral
  exploration in China, geology and other, more detailed, background information
on the optioned property.

Mineral Property Interests  State of Nevada  U.S.A. (with
  TAC Gold and Minquest)

On August 23, 2010, we entered into three agreements with TAC
  Gold Inc., a Canadian reporting issuer, in regards to the acquisition of certain
  property interests. The interests that we have acquired are as follows:

- An option to acquire a 70% interest in a mineral exploration property
    called the Belleville property in Mineral County, Nevada. TAC Gold has an
    underlying option agreement with Minquest Inc. for the acquisition of a 100%
    interest in the property (under which agreement Minquest has retained a 3% net
    smelter return royalty);
- An option to acquire a 35% interest in a mineral exploration property
    called the Goldfield West property in Esmeralda County, Nevada. TAC Gold has
    an underlying option agreement with Minquest Inc. for the acquisition of a
    100% interest in the property; and
- A right of first refusal on an additional exploration property called the
    Iowa Canyon property in Lander County, Nevada for period of 12 months.

---

4

Figure 1  General Location Map of Nevada Projects Under Option

Belleville Property



Figure 2  General Location Map of the Belleville Property 
Mineral County, Nevada

---

5

Pursuant to the terms of the above noted option agreements, we
      have assumed the obligations of TAC Gold under their option agreements with
      Minquest. In regards to the option agreement for the Belleville property, that
      consists of:

- Making payments in the aggregate amount of $170,000 in annual periodic
        payments ranging from $20,000 to $50,000, to the sixth anniversary of the
        underlying option agreement.
- Incurring exploration expenditures in the aggregate amount of $1,320,000
        in annual amounts ranging from $120,000 to $400,000, to the seventh
      anniversary of the underlying option agreement.

The schedule of payments, stock issuances & required
      property expenditures to be incurred by Osprey under the Belleville agreement is
      as follows :

All Americans Portion
          Payment
          Share Issuance
          Property Expenditure**Anniversary Date**August 4, 2010
          Paid
            by TAC
          TBD
          Paid
            by TACAugust 4, 2011
          $20,000
          TBD
          $120,000August 4, 2012
          $30,000
          TBD
          $150,000August 4, 2013
          $30,000
          TBD
          $200,000August 4, 2014
          $40,000
          TBD
          $200,000August 4, 2015
          $50,000
          TBD
          $250,000August 4, 2016
          $0
          TBD
          $400,000TOTALS
          $170,000
          
          $1,320,000


In regards to the option agreement for the Goldfield West
      property, the assumed obligations consist of:

- Making payments in the aggregate amount of $280,000 in annual periodic
        payments ranging from $30,000 to $70,000, to the seventh anniversary of the
        underlying option agreement.
- Incurring exploration expenditures in the aggregate amount of $2,200,000
        in annual amounts ranging from $200,000 to $500,000, to the seventh
        anniversary of the underlying option agreement.

In addition, TAC Gold is required to make certain share
  issuances to Minquest under the terms of the option agreements between them
  (700,000 shares in regards to the Belleville property and 1,000,000 shares in
  regards to the Goldfield West Property, periodically over the terms of the
  agreements). We are obligated to reimburse TAC Gold in either cash for the fair
  market value of the TAC Gold shares that are issued to Minquest or in the
  issuance of the equivalent value of Osprey Venture shares as have a market value
  equal to the amount of the payment then due. The common shares of TAC Gold are
listed for trading on the Canadian National Stock Exchange.

---



6

The Belleville Project is approximately 175 miles southeast of Reno, Nevada and  approximately 250 miles northwest of Las Vegas,  Nevada, which is comprised of 34 unpatented mining claims spanning 680 acres.

Exposed rocks at Belleville are meta-sediments and
  meta-volcanics of the Triassic Excelsior formation. Also exposed on the property
  is a granite intrusion of late Mesozoic age. Several old pits and adits are
  developed along two semi-parallel shears in the Excelsior package. These shears
  contain quartz veins, stockworks and varying amounts of iron and copper
  minerals. Rock chip samples from these workings have revealed as much as 53
parts per million (ppm) gold.

To date, exploration efforts at Belleville have consisted of a
  mapping and sampling program, geophysical surveys, and a limited reverse
  circulation program in 2009. Three potential drilling targets have been
  identified at the Belleville Project, one of which is the set of gold bearing
  shear zones described above. The second drilling target is a geophysical anomaly
  indicating the apparent extension of the mineralized shears under pediment.
  Belleville's third target occurs at the intersection of the mineralized
structures with a major lithologic contact.

We plan on reviewing the results of the past drilling and
  exploration programs but have so far identified an additional three potential
  drilling targets in of which will be located in the set of gold bearing zones
  described above. The second drill target is a geophysical anomaly indicating the
  apparent extension of the mineralized shears under pediment. The third target
  occurs at the intersection of the mineralized structures with a major lithologic
  contact. Drilling is planned for a later in 2011 but a specific date has, as
  yet, not been determined. We are working with TAC Gold, operator, and their JV
partner Minquest on the development of a time line for the drilling program.

---

7

Goldfields West Property  Esmeralda County, Nevada



Figure 3  General Location Map & Drilling Pan - Goldfields
West Property  Esmeralda County, Nevada

---

8

The schedule of payments, stock issuances & required
  property expenditures to be incurred by Osprey under the Goldfields West
agreement is as follows:

Osprey must pay to TAC Gold $200,000 on
  date of execution (paid on September 14, 2010) 
  Osprey must pay to TAC Gold
$100,000 by November 21, 2010



|Ospreys
        Portion | 35% of TAC |                | 35%                 
|------------------------ | ---------- | -------------- | --------------------
|Anniversary
        Date | Payment    | Share Issuance | Property Expenditure
|                         |            |                |                     
|January 20, 2011         | $7,000     | TBD            | $70,000             
|January 20, 2012         | $10,500    | TBD            | $70,000             
|January 20, 2013         | $10,500    | TBD            | $87,500             
|January 20, 2014         | $14,000    | TBD            | $105,000            
|January 20, 2015         | $14,000    | TBD            | $122,500            
|January 20, 2016         | $17,500    | TBD            | $140,000            
|January 20, 2017         | $24,500    | TBD            | $175,000            
|                         |            |                |                     
|**TOTALS**               | $98,000    |                | $770,000            

The Goldfield West  property is an advanced exploration property with defined targets comprised of  105 unpatented mining claims covering a total of 850 hectares or 2100 acres. It  is approximately 3.5 hours Northwest of Las Vegas, Nevada by car and  approximately 3 miles west of the town of Goldfield and is easily accessed via  well graded dirt roads.

---



9

Geologically, the  Goldfield West property encompasses an area of Tertiary volcanic and  volcanoclastic rocks. The USGS and several mineral exploration companies  hypothesize that the western edge of a caldera rim runs through the property. The  data compiled from drilling results and a wealth of information gathered  through geological mapping, geochemical sampling and geophysical surveys have  identified three distinct targets over a strike length of 3.5 miles.

TAC has commenced  drilling on both the Nevada Eagle (northern) site and the South targets and has  drilled one deep hole into each target. These two holes consist of RC drilling  to a depth of approximately 700 feet and then core drilling to a depth of 1200  to 1500 feet'. Drill results for both these campaigns will be released shortly  and will help to define favourable host stratigraphy as well as further zero in  on gold-bearing structures.

Goldfield West has been permitted for a total of 21 holes and
  drilling will continue in order to further define the overall potential of the
  property. Once the results of the above noted drill holes assays have been
  released and we have further opportunity to study their implications further
  exploration work will be scheduled for the project in concert with TAC Gold, the
operator, and Minquest.



---

10

Iowa Canyon Property

We hold a right of first refusal on an additional exploration
  property called the Iowa Canyon property in Lander County, Nevada through to
August 23, 2011.

The Iowa Canyon property represents a nearly untested
  exploration opportunity. Recent exploration efforts have discovered multiple
  episodes of precious metals mineralization over a district-wide scale. Gold is
  hosted in a variety of rock types including silicified Tertiary volcanic and
  volcanoclastic sediments, quartz veins, quartz stockwork zones, carbon-rich
  Paleozoic sediments, and as jasperoid replacements of lower plate calcareous
sediments.

This Project represents a high-quality exploration opportunity.
   Gold and silver mineralization is found in
  upper and lower plate rocks, hypabyssal dikes or sills, and within Tertiary
volcanics and volcanoclastics.

The lower
  plate Hanson Creek Formation, a favorable host rock for Carlin style mineralization, has been identified in
outcrop as well as drilling on the north, east and west portions of the Iowa
Canyon Property.

Plans for the property have not yet been concluded and we will
not formulate specific plans until we have had the opportunity to fully review
all the available information on the property.

Our Proposed Exploration Program  Plan of
Operation

Our business plan is to proceed with the evaluation of initial
  exploration of the Gao Feng property of which the field work was carried out
  between February 15 and March 3, 2010, to determine if there are commercially
  exploitable deposits of gold and silver. We and Jiujiang retained the services
  of the Jiujiang Geological Engineering Group Company, Gao Fenglin, Senior
  Engineer, and C. Wong, Senior Engineer, to carry out the first phase of the work
  program; we will assess the results of the program upon receipt of the report
  which is expected imminently. Gao Fenglin previously had recommended a two-phase
  exploration program to properly evaluate the potential of the property. Such
  exploration will determine if gold exists on the property and if any gold which
  is found can be economically extracted and profitably processed.

---



11

In regards to the Nevada options, we are planning on financing
  our immediately required expenditures through a convertible debenture and future
  financial requirements through a combination of equity financing, loans and
  other debt instruments. Our first priority will be to the Belleville
  Property.

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

Employees

Initially, we intend to use the services of subcontractors on
  an as needed basis for exploration work on our claims and an engineer or
  geologist to manage the exploration program. Our only employee will be Ma Cheng
  Ji, our senior officer and director.

At present, we have no employees, other than Mr. Ma. On January
  01, 2009, we entered into a Management Services Agreement with Yiu Yeung Lung
  James, our former 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. On July 22, 2010, the Board of
  Directors accepted the resignation of Mr. Yiu as director and officer of the
  Corporation. He is involved in other business ventures which did not allow
  adequate time to devote to the affairs of the Corporations business plan which
  precipitated his resignation. 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.

Offices

Our offices are located at 4839 North College Avenue,
  Indianapolis, Indiana 46205. Currently, these facilities are provided to us by
  Brent Welke, 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 properties contain
  commercially exploitable reserves of gold or any other valuable mineral. Also,
  the proposed expenditures to be made by us in exploration 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 phases of our exploration program are deemed to be successful  there is no guarantee that we will be able to raise any additional capital in  order to finance future operations.

Even if our exploration programs are 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 property (ies) into commercial production.

Results of Operations

Osprey was incorporated on May 17, 2006; comparative periods
for the quarters ended August 31, 2010, and August 31, 2009, and from May 17,
2006 (inception), through August 31, 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 acquisitions and for corporate expenses. Net cash provided by financing
activities (less offering costs) from inception on May 17, 2006, to August 31,
2010, was $139,000 as a result of proceeds received from sales of our common
stock ($119,000) and an advance from a director ($20,000 excluding interest
payable).

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2010. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters ended August 31, 2010
and August 31, 2009, was $0.

COMMON STOCK Net cash provided by equity financing activities
during the three month period was $0 (nil). For the same period in 2009, the
amount was $46,000 from the proceeds of the sale of 920,000 shares of common
stock issued under our S-1 registration statement and for the period from
inception on May 17, 2006, through to and including August 31, 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 quarter.

---

12

|EXPENSES                                  |   |                  |  |   |                  |  |   |                 | 
|----------------------------------------- | - | ---------------- |  | - | ---------------- |  | - | --------------- | 
|                                          |   | Three Months     |  |   | Three Months     |  |   | May 17, 2006    | 
|                                          |   | Ended August 31, |  |   | Ended August 31, |  |   | (inception) to  | 
|                                          |   | 2010             |  |   | 2009             |  |   | August 31, 2010 | 
|                                          |   |                  |  |   |                  |  |   |                 | 
|REVENUE                                   | $ | -                |  | $ | -                |  | $ | -               | 
|                                          |   |                  |  |   |                  |  |   |                 | 
|EXPENSES                                  |   |                  |  |   |                  |  |   |                 | 
|                                          |   |                  |  |   |                  |  |   |                 | 
|Bank charges                              |   | -                |  |   | 98               |  |   | 910             | 
|Loss on currency exchange                 |   | -                |  |   | -                |  |   | 777             | 
|Interest expense on
      promissory note |   | 252              |  |   | 363              |  |   | 1,896           | 
|Contributed administrative support        |   | -                |  |   | -                |  |   | 300             | 
|Consulting                                |   | -                |  |   | -                |  |   | 15,000          | 
|Office                                    |   | -                |  |   | -                |  |   | 12,247          | 
|Organizational costs                      |   | -                |  |   | -                |  |   | 300             | 
|Professional fees                         |   | 1,866            |  |   | 4,630            |  |   | 51,136          | 
|Corporate services                        |   | -                |  |   | -                |  |   | 5,000           | 
|Public relations                          |   | -                |  |   | -                |  |   | 790             | 
|Registration and filing
      fees        |   | 1,044            |  |   | 120              |  |   | 7,967           | 
|Management fees                           |   | -                |  |   | 1,935            |  |   | 7,977           | 
|Transfer agent fees                       |   | 500              |  |   | -                |  |   | 6,475           | 
|Exploration of resource property          |   | 2,359            |  |   | -                |  |   | 22,359          | 
|Goldfield option costs                    |   | 300,000          |  |   | -                |  |   | 300,000         | 
|Travel and meals                          |   | -                |  |   | -                |  |   | 5,687           | 
|Total expenses                            | $ | 306,021          |  | $ | 7,146            |  | $ | 438,821         | 



SUMMARY  Total expenses were $306,021 in the quarter ended
August 31, 2010, and $7,146 for the similar period in 2009. A total of $438,821
in expenses has been incurred since inception on May 17, 2006, through August
31, 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 can be further subdivided into:

BANK CHARGES: Osprey incurred $0 (nil) in bank or related fees
for the quarter ended on August 31, 2010, and $98 for the similar period in
2009. From inception on May 17, 2006, we have incurred a total of $910 in bank
charges. This cost category should generally have little variance between
quarters.

LOSS ON CURRENCY EXCHANGE: Osprey incurred no costs or gains in
currency exchange in the quarters ended on August 31, 2010, and 2009. From
inception on May 17, 2006, to August 31, 2010, we have incurred a total of $777
in losses on currency exchange.

INTEREST EXPENSE ON PROMISSORY NOTE AND LINES OF CREDIT: On
April 16, 2010, a director, through a wholly owned corporation loaned $20,000 to
Osprey in the form of a promissory note which bears interest at the rate of 5%
and is due and payable on April 30, 2011. During the quarter we incurred $252
for the interest due on the advance. During the similar period in 2009 there
were $363 in such charges or accruals. From inception on May 17, 2006, we have
incurred a total of $1,896 in interest payable on advances. In the future this
cost category will change based on whether there are advances or loans from
related parties.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarters ended
August 31, 2010, and 2009. A total of $300 has been incurred in the period from
inception on May 17, 2006, to August 31, 2010. All contributed expenses are
reported as contributed costs with a corresponding credit to additional paid-in
capital.

CONSULTING FEES: We did not incur any consulting fees for the
quarters ended August 31, 2010 or 2009. For the period May 17, 2006 (inception),
through May 31, 2009, $15,000 was recorded for such costs. This category will
vary from year to year dependent on corporate capital raising and potential
acquisition activities.

OFFICE EXPENSES: No office costs were incurred in the quarters
ended August 31, 2010, or 2009. For the period May 17, 2006 (inception), through
August 31, 2010, a total of $12,247 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 quarters ended on August 31, 2010, and 2009. From inception to
May 17, 2006, we have incurred a total of $300 in organizational expenses. We
expect infrequent charges.

PROFESSIONAL FEES: Osprey incurred $1,866 in professional fees
for the quarter ended on August 31, 2010, and $4,630 for the 2009 period. From
inception on May 17, 2006, we have incurred a total of $51,136 in professional
fees mainly spent on legal and accounting matters. This cost category will vary
in spending depending on legal, accounting and new business activities.



---

13

CORPORATE SERVICES: Osprey incurred $0 in corporate service
  fees for the quarters ended on August 31, 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 ended on August 31, 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 $1,044 in
registration and filing fee expenses for the quarter ended on August 31, 2010,
and $120 for the similar period in 2009. From inception on May 17, 2006, we have
incurred a total of $7,967 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, quarterly reports and
general meeting information on EDGAR.

MANAGEMENT FEES AND COMPENSATION: On January 1, 2009, we
entered into a management services agreement with James Yiu, our former senior
officer and director to manage the affairs of Osprey through the payment of HK
$5,000 per month (approximately US $645). No management fee costs were incurred
in the current quarter while $1,935 was incurred for the quarter ended August
31, 2009. For the period May 17, 2006 (inception), through May 31, 2010, Osprey
has incurred $7,977 on such expenses. On December 31, 2009, Mr. Yiu elected not
to renew the agreement as the result of our inability to generate the cash flow
required to sustain such an expense.

TRANSFER AGENT FEES: $500 was spent on transfer agent costs and
attendant expenses in the quarter ended August 31, 2010, while $0 (nil) was
spent in the similar period of 2009. For the period May 17, 2006 (inception),
through May 31, 2010, a total of $6,475 has been spent on transfer agent
expenses.

RESOURCE PROPERTY EXPLORATION EXPENSES: $2,359 was paid to
Minquest in the current period as part of the exploration and filing expenses of
the Belleville acquisition in Nevada in the current quarter. No such costs ($0)
were incurred in the quarter ended August 31, 2009. For the period May 17, 2006
(inception) through May 31, 2010, Osprey has incurred $22,359 in total on
expenses in the exploration and holding of our optioned mineral properties. This
category of costs will vary based on overall exploration activity.

GOLDFIELD OPTION ACQUISITION EXPENSES: We agreed to pay TAC
Gold $300,000 for the Goldfields West option interest. $200,000 was paid on
September 14, 2010 and the balance of $100,000 is due and payable on November
21, 2010. The total amount is considered as being incurred in the quarter under
review. For the period May 17, 2006 (inception) through May 31, 2010, Osprey has
incurred or will incur $300,000 in total on expenses in the acquisition of the
option on the Goldfields West property.

TRAVEL AND MEAL EXPENSES: Nothing ($0) was spent in travel and
meal costs in the quarters ended on August 31, 2010, or 2009. For the period May
17, 2006 (inception), through August 31, 2010, a total of $5,687 has been spent
on travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended August 31, 2010, $8,269 in net cash was used while $5,599 was used
for the similar period in 2009. A total of $138,343 in net cash has been used
for the period from inception on May 17, 2006, to August 31, 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.

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, 2011, with the proceeds of advances made by
our officers and directors and the planned convertible debenture. As of August
31, 2010, we had a negative working capital in the amount of $319,521.

---



14

For the balance of the current fiscal year to May 31, 2011, we
will concentrate our efforts on a review of the phase I work on the Gao Feng
property and the exploration of the Belleville and Goldfield West properties. Following industry trends and demands we are also
considering the acquisition of other properties and projects of merit. A 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 exploration programs, 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 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 2010  2011. Management projects that
we may require up to $600,000 to fund ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

|Operating expenses              | $ | 50,000  | 
|------------------------------- | - | ------- | 
|Phase II exploration  Gao Feng |   | 50,000  | 
|TAC Joint Venture payments      |   | 200,000 | 
|Belleville exploration          |   | 100,000 | 
|Goldfields West costs           |   | 100,000 | 
|Iowa Canyon costs               |   | 50,000  | 
|Working Capital                 |   | 50,000  | 
|Total                           | $ | 600,000 | 

As at August 31, 2010, we had a working capital deficit of
$319,521. 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, 2010, 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 ended August 31, 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 acquisitions
and for corporate expenses. Net cash provided by financing activities from
inception on May 17, 2006, to August 31, 2010, was $139,000 as a result of gross
proceeds received from sales of our common stock (less offering costs)
($119,000) and an advance in the form of a promissory note from a related party
($20,000).

---

15

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 did not issue any shares of common stock.

As of August 31, 2010, our total assets consisted entirely of
cash in the amount of $657 and $1,100 in prepaid expenses while our total
liabilities were $321,278. Working capital stood at negative $319,521.

For the quarter ended August 31, 2010, the net loss was
$306,021 ($0.00 per share) while for August 31, 2009, the net loss was $7,146
($0.00 per share). The loss per share was based on a weighted average of
90,400,000 common shares outstanding for the current quarter and 72,000,000 for
the quarter ended August 31, 2009. The net loss from May 17, 2006 (inception),
to August 31, 2010, is $438,821.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
August 31, 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 August 31, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

16

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 90,400,000 shares of common stock issued and
outstanding as of the date of this report. Of these shares, approximately
50,000,000 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 quarter under discussion.

Item 4. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006, to August 31, 2010, was $139,000 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                        | $ | 910     | 
|----------------------------------- | - | ------- | 
|Loss on currency exchange           |   | 777     | 
|Interest expense on promissory note |   | 1,896   | 
|Consulting                          |   | 15,000  | 
|Office                              |   | 12,247  | 
|Organizational costs                |   | 300     | 
|Professional fees                   |   | 51,136  | 
|Corporate services                  |   | 5,000   | 
|Public relations                    |   | 790     | 
|Registration and filing fees        |   | 7,967   | 
|Management fees                     |   | 7,977   | 
|Transfer agent fees                 |   | 6,475   | 
|Exploration of resource property    |   | 22,359  | 
|Travel and meals                    |   | 5,687   | 
|                                    |   |         | 
|Total expenses                      | $ | 138,521 | 

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17

Common Stock

During the three-month period ended August 31, 2010, no shares
of common stock were issued. As of August 31, 2010, and the date of this report,
there were 90,400,000 shares issued and outstanding.

Options

No options were granted during the three month period ending
August 31, 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 4839 North College Avenue, Indianapolis, Indiana 46205.

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 August 31,
2010:

- July 23, 2010 - Item 5.02. Departure of Directors or Principal Officers;
  Election of Directors; Appointment of Principal Officers - On July 22, 2010,
  the Board of Directors, upon the recommendation of the Nominating and
  Corporate Governance Committee approved the resignation of Yiu Yeung Lung
  James as director and officer of the Corporation. Mr. Yiu is involved in other
  business ventures which do not allow adequate time to devote to the affairs of
  the Corporations business plan which precipitated his resignation for Osprey.
  On July 22, 2010, the Board of Directors upon the recommendation of the
  Nominating and Corporate Governance Committee approved the appointment of Ma
  Cheng Ji as President, Chief Executive Officer, Secretary, Treasurer and Chief
  Financial Officer.

Subsequent Events

Name Change, Forward Stock Split and Authorized Stock
Increase

On September 8, 2010 the Corporation filed a Form 14C PRE
giving notice that our Board of Directors, after careful consideration, has
approved, subject to certain conditions, the following actions:

| |  | to amend our Articles of Incorporation to change the name of Osprey
  Ventures Inc. to All American Gold Corp. We refer to this action as the
  name change;                                                                 
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                  
|
| |  | to amend our Articles of Incorporation to effect a 10-for-1 forward stock
  split of our issued and outstanding common stock. We refer to this action as
  the forward stock split; and                                        
| |  |                                                                                                                                                                                                                                  
| |  | to amend our Articles of Incorporation to increase our authorized number of
  shares of common stock from 200 million shares to 800 million shares of common
  stock. We refer to this action as the authorized stock increase.

The corporate actions were approved by our Board of Directors
as a result of the our change of direction with the recent acquisition of
certain mineral exploration properties in the State of Nevada.

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18

The Name ChangeThe Board of Directors believes that the name All American
Gold Corp. more accurately reflects the business we will conduct in as a result
of the companys recent acquisition of certain additional mineral exploration
properties in Nevada.

The Stock Split and Authorized Stock IncreaseAs a result of the forward stock split, holders of issued and
outstanding shares of Ospreys common stock will receive ten shares of common
stock for every one share of common stock held as of the close of business on
October 15, 2010, or such date thereafter as is practicable and which meets the
rules and regulations applicable to such actions. No fractional shares of common
stock will be issued in connection with the forward stock split. All fractional
share amounts resulting from the forward stock split will be rounded down to the
next whole new share.

The general purpose and effect of the amendment to our
corporation's Articles for the authorized stock increase is to enhance our
corporation's ability to finance our development and operations.

Our board of directors approved the amendment to our
corporation's Articles to increase our authorized share capital so that such
shares will be available for issuance for general corporate purposes, including
financing activities, without the requirement of further action by our
shareholders. Potential uses of the additional authorized shares may include
public or private offerings, conversions of convertible securities, issuance of
options pursuant to employee benefit plans, acquisition transactions and other
general corporate purposes. Increasing the authorized number of shares of our
common stock will give us greater flexibility and will allow us to issue such
shares in most cases without the expense of delay of seeking shareholder
approval. Our company is at all times investigating additional sources of
financing which our board of directors believes will be in our best interests
and in the best interests of our shareholders. We do not currently have any
agreements other than what we have filed and disclosed for any transaction that
would require the issuance of additional shares of common stock. Our common
shares carry no pre-emptive rights to purchase additional shares.

Effects of the Forward Stock Split and Authorized Stock
Increase, Number of Stockholders; Par Value and Authorized Shares. As of the
date of the Information Statement, there were 800,000,000  shares of common stock
authorized at a par value of $0.001 per share and there were 45 stockholders of
record. The forward stock split will not affect the number of stockholders of
record or the par value of our common stock as stated in our Articles of
Incorporation.

Voting Rights. Holders of common stock will continue to
have one vote for each share of common stock owned after the forward stock
split. Consequently, the proportional voting and other rights of the holders of
the common stock will not be affected by the forward stock split.

Issuance of Additional Shares. The number of authorized
but unissued shares of common stock will effectively be increased significantly
by the forward stock split because the 9,040,000 shares outstanding prior to the
forward stock split, which represent approximately 4.5% of the 200,000,000
authorized shares of common stock, will be increased to approximately 90,400,000
shares.

The amendment to our corporation's Articles to increase our
authorized share capital will not have any immediate effect on the rights of
existing shareholders. However, our board of directors will have the authority
to issue authorized common stock without requiring future shareholders approval
of such issuances, except as may be required by applicable law or exchange
regulations. To the extent that additional authorized common shares are issued
in the future, they will decrease the existing shareholders' percentage equity
ownership and, depending upon the price at which they are issued, could be
dilutive to the existing shareholders.

The increase in the authorized number of shares of our common
stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of our company without further action
by the shareholders. Shares of authorized and unissued common stock could be
issued (within limits imposed by applicable law) in one or more transactions.
Any such issuance of additional stock could have the effect of diluting the
earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be
used to dilute the stock ownership or voting rights of a person seeking to
obtain control of our company.

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19

We do not have any provisions in our Articles, by laws, or
employment or credit agreements to which we are party that have anti-takeover
consequences. We do not currently have any plans to adopt anti-takeover
provisions or enter into any arrangements or understandings that would have
anti-takeover consequences. In certain circumstances, our management may issue
additional shares to resist a third party takeover transaction, even if done at
an above market premium and favoured by a majority of independent shareholders.

Stockholders should note that the effect of the forward stock
split upon the market price for Ospreys common stock cannot be reliably
predicted. We cannot assure you that the market price for shares of our common
stock will be proportionately greater after the forward stock split than
immediately prior to the forward stock split, or that the market price will
increase, or that any increase will be maintained for any period of time after
the forward stock split. We also cannot assure you that the forward stock split
will not adversely impact the market price of our common stock.

Certain U.S. Federal Income Tax Considerations.The
following description of the material U.S. federal income tax consequences of
the forward stock split to our stockholders is based on the Internal Revenue
Code of 1986, as amended, which we refer to as the Code, applicable Treasury
Regulations promulgated thereunder, judicial authority, and current
administrative rulings and interpretations as in effect on the date of the
Information Statement. These authorities are subject to change, including
possibly with retroactive effect, which could alter the U.S. federal tax
consequences described below. We have not sought and will not seek an opinion of
counsel or a ruling from the Internal Revenue Service regarding the U.S. federal
income tax consequences of the forward stock split.

This discussion is intended to provide only a general summary
to stockholders who hold their common shares as capital assets and does not
discuss the tax consequences of any other transaction that may occur before,
after, or at the same time as the forward stock split. This discussion does not
address every aspect of U.S. federal income taxation that may be relevant to
stockholders in light of their particular circumstances or to persons who are
otherwise subject to special tax treatment, including, without limitation: (i) a
partnership, subchapter S corporation, trust or other pass-through entity; (ii)
dealers in securities; (iii) banks or other financial institutions; (iv)
insurance companies; (v) mutual funds; (vi) tax exempt organizations or pension
funds; (vii) a foreign person, foreign entity or U.S. expatriate; (viii) persons
who may be subject to the alternative minimum tax provisions of the Code; (ix) a
stockholder whose functional currency is not the U.S. dollar; (x) persons who
acquired their common stock in connection with stock option or stock purchase
plans or in other compensatory transactions; (xi) holders of options, warrants,
convertible debt or similar rights to acquire our common stock; or (xii) persons
who hold their common stock as part of a hedging, straddle, conversion or other
risk reduction transaction.

In general, because the stockholders are receiving only common
stock in the forward stock split and there is no plan to periodically increase a
stockholders proportionate interest in our assets or earnings and profits
(other than through the effect of a distribution of property that is treated as
an isolated redemption of stock within the meaning of the Treasury Regulations
under Section 305 of the Code), the stockholders should not recognize any gain
or loss in the forward stock split for U.S. federal income tax purposes. The
aggregate adjusted tax basis of the common shares received by a stockholder in
the forward stock split, including any shares issued pursuant to the rounding up
of fractional shares to the next whole new share, will equal the aggregate
adjusted tax basis of the common shares surrendered by such stockholder in the
forward stock split. The holding period of the shares of common stock received
by a stockholder in the forward stock split will include the period during which
such stockholder held the common shares surrendered therefor.

The state and local tax consequences of the forward stock split
may vary significantly as to each stockholder depending upon the jurisdiction in
which such stockholder resides. Stockholders are urged to consult their own tax advisors regarding the specific tax
consequences to them of the forward stock split, including the applicable
federal, state, local and foreign tax consequences, if any.

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20

Pursuant to a written consents dated September 2, 2010, Ma
Cheng Ji and Yiu Yeung Lung James, holders of a majority of Ospreys issued and
outstanding common stock, consented to the amendment of the Articles of
Incorporation effecting the name change and the forward stock split. A copy of
the proposed Certificate of Amendment to Ospreys Articles of Incorporation was
annexed to the Information Statement.

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

|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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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)

| | By:                     | /s/	“Brent Welke”                                                                                                                                                        
| | ----------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                        
| |                         | Brent Welke, President, Secretary, Treasurer and Director (Principal Executive Officer, Chief Executive Officer, Principal Financial Officer and Chief Financial Officer)
| |                        
| | Date: January 20, 2011.
| |                         |                                                                                                                                                                          
| | BY:                     | /s/ Ma Cheng Ji                                                                                                                                                        
| |                         |                                                                                                                                                                          
| |                         | MA CHENG JI,  Member of the Board of
Directors                                                                                                                           

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