---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended AUGUST 31, 2008

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

For the transition period from _______ to _______

Commission file number: 333-148625

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

|Wyoming                                          | 26-0665571                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|Unit D, 15th Floor, 8 Hart Avenue                |                                     
|Tsim Sha Tsui, Kowloon, Hong Kong                |                                     
|(Address of principal executive offices)         | (Zip Code)                          

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

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

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

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

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

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

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


State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 7,200,000
shares of Common Stock as of October 10, 2008.

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, 2008









|BALANCE SHEETS AS OF AUGUST 31,
      2008 (UNAUDITED) AND MAY 31, 2008                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                  
|                                                                                                                                                                                                                  
|STATEMENTS OF OPERATIONS FOR THE
      THREE MONTHS ENDED AUGUST 31, 2008 (UNAUDITED) AND AUGUST 31, 2007
        (UNAUDITED), AND THE PERIOD FROM MAY 17, 2006 (INCEPTION) TO AUGUST 31,
        2008 (UNAUDITED)
|                                                                                                                                                                                                                  
|                                                                                                                                                                                                                  
|STATEMENT OF STOCKHOLDERS
      EQUITY (DEFICIT) FOR THE PERIOD FROM MAY 17, 2006 (INCEPTION) TO AUGUST
        31, 2008 (UNAUDITED)                                                                             
|                                                                                                                                                                                                                  
|                                                                                                                                                                                                                  
|STATEMENTS OF CASH FLOWS FOR THE
      THREE MONTHS ENDED AUGUST 31, 2008 (UNAUDITED) AND AUGUST 31, 2007
        (UNAUDITED)                                                                                     
|                                                                                                                                                                                                                  
|                                                                                                                                                                                                                  
|NOTES TO THE FINANCIAL STATEMENTS
      (UNAUDITED)                                                                                                                                                               

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)

BALANCE SHEETSAS OF AUGUST 31, 2008 AND MAY 31,
    2008

|                                                           |   | August 31, 2008 |   |   | May 31, 2008 |  
|---------------------------------------------------------- | - | --------------- | - | - | ------------ | -
|                                                           |   | (Unaudited)     |   |   |              |  
|                                                           |   |                 |   |   |              |  
|ASSETS                                                     |   |                 |   |   |              |  
|                                                           |   |                 |   |   |              |  
|CURRENT ASSETS                                             |   |                 |   |   |              |  
|Cash                                                       | $ | 4,828           |   | $ | 11,609       |  
|TOTAL ASSETS                                               | $ | 4,828           |   | $ | 11,609       |  
|                                                           |   |                 |   |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)       |   |                 |   |   |              |  
|                                                           |   |                 |   |   |              |  
|CURRENT LIABILITIES                                        |   |                 |   |   |              |  
|Due to a related party
      (Note 3)                      | $ | 5,000           |   | $ | 5,000        |  
|Accounts payable and accrued
      liabilities             |   | 11,326          |   |   | 13,772       |  
|                                                           |   |                 |   |   |              |  
|TOTAL LIABILITIES                                          |   | 16,326          |   |   | 18,772       |  
|                                                           |   |                 |   |   |              |  
|                                                           |   |                 |   |   |              |  
|STOCKHOLDERS EQUITY (DEFICIT)                             |   |                 |   |   |              |  
|Capital stock (Note 5)                                     |   |                 |   |   |              |  
|Authorized                                                 |   |                 |   |   |              |  
|200,000,000 shares of common stock, $0.001 par value,      |   |                 |   |   |              |  
|Issued and outstanding                                     |   |                 |   |   |              |  
|7,200,000 shares of common stock                           |   | 7,200           |   |   | 7,200        |  
|Additional paid-in capital                                 |   | 20,100          |   |   | 20,100       |  
|Deficit accumulated during the
      exploration stage     |   | (38,798         | ) |   | (34,463      | )
|Total stockholders deficit                                |   | (11,498         | ) |   | (7,163       | )
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT) | $ | 4,828           |   | $ | 11,609       |  

Going Concern (Note 2)

Commitments (Note 4)

The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)STATEMENTS OF OPERATIONSFOR THE THREE MONTHS ENDED AUGUST
    31, 2008 AND AUGUST 31, 2007 
    AND THE PERIOD FROM INCEPTION TO AUGUST 31,
    2008 
    (Unaudited)

|                                            |   | Three Months    |   |   | Three Months    |   |   | May 17, 2006    |  
|------------------------------------------- | - | --------------- | - | - | --------------- | - | - | --------------- | -
|                                            |   | Ended           |   |   | Ended           |   |   | (inception) to  |  
|                                            |   | August 31, 2008 |   |   | August 31, 2007 |   |   | August 31, 2008 |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|REVENUE                                     | $ | -               |   | $ | -               |   | $ | -               |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|Total revenue                               |   | -               |   |   | -               |   |   | -               |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|EXPENSES                                    |   |                 |   |   |                 |   |   |                 |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|Bank charges                                |   | 41              |   |   | 41              |   |   | 461             |  
|Loss on currency exchange                   |   | 1,534           |   |   | 67              |   |   | 1,888           |  
|Interest expense on promissory note         |   | 63              |   |   | -               |   |   | 109             |  
|Contributed administrative support (note 3) |   | -               |   |   | 100             |   |   | 300             |  
|Office                                      |   | -               |   |   | -               |   |   | 3,794           |  
|Organizational costs                        |   | -               |   |   | -               |   |   | 300             |  
|Professional fees                           |   | 1,300           |   |   | -               |   |   | 24,013          |  
|Corporate services                          |   | -               |   |   | 5,000           |   |   | 5,000           |  
|Public relations                            |   | -               |   |   | -               |   |   | 790             |  
|Registration and filing fees                |   | 1,397           |   |   | -               |   |   | 1,397           |  
|Travel and meals                            |   | -               |   |   | -               |   |   | 746             |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|Total expenses                              |   | 4,335           |   |   | 5,208           |   |   | 38,798          |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|NET
      LOSS FOR THE PERIOD               |   |                 |   |   |                 |   |   |                 |  
|                                            | $ | (4,335          | ) | $ | (5,208          | ) | $ | (38,798         | )
|                                            |   |                 |   |   |                 |   |   |                 |  
|BASIC AND DILUTED LOSS PER                  |   |                 |   |   |                 |   |   |                 |  
|COMMON SHARE                                | $ | (0.001          | ) | $ | (0.001          | ) |   |                 |  
|                                            |   |                 |   |   |                 |   |   |                 |  
|WEIGHTED AVERAGE NUMBER OF                  |   |                 |   |   |                 |   |   |                 |  
|BASIC
      AND DILUTED COMMON              |   |                 |   |   |                 |   |   |                 |  
|SHARES OUTSTANDING                          |   | 7,200,000       |   |   | 7,200,000       |   |   |                 |  

The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)FOR THE PERIOD
    FROM MAY 17, 2006 (INCEPTION) TO AUGUST 31, 2008 
    (UNAUDITED)

|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   | Deficit     |   |   |         |  
|------------------------------------------------------ |  | ------------------ |  | - | ------- |  | - | ------------ |  | - | ----------- | - | - | ----------- | - | - | ------- | -
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   | Accumulated |   |   |         |  
|                                                       |  |                    |  |   |         |  |   | Additional   |  |   | Share       |   |   | During the  |   |   |         |  
|                                                       |  | (Note 6)           |  |   | Paid-in |  |   | Subscription |  |   | Exploration |   |   |             |  
|                                                       |  | Common
      Stock |  |   | Capital |  |   | Receivable   |  |   | Stage       |   |   | Total       |  
|                                                       |  | Number of          |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|                                                       |  | shares             |  |   | Amount  |  |   |              |  |   |             |   |   |             |   |   |         |  
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Common stock issued for cash at $0.001 per
      share |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|- May 31, 2006 (note 3)                                |  | 5,000,000          |  | $ | 5,000   |  | $ | -            |  | $ | -           |   | $ | -           |   | $ | -       |  
|- Share Subscription receivable                        |  | -                  |  |   | -       |  |   | -            |  |   | (5,000      | ) |   | -           |   |   | -       |  
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the period ended                          |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|May 31, 2006                                           |  | -                  |  |   | -       |  |   | -            |  |   | -           |   |   | (300        | ) |   | (300    | )
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance, May 31,
      2006                            |  | 5,000,000          |  |   | 5,000   |  |   | -            |  |   | (5,000      | ) |   | (300        | ) |   | (300    | )
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Share Subscription Received                            |  | -                  |  |   | -       |  |   | -            |  |   | 5,000       |   |   | -           |   |   | 5,000   |  
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|March 23, 2007 common stock sold in                    |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|private placement offering ($0.01/ share)              |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|(note 6)                                               |  | 2,200,000          |  |   | 2,200   |  |   | 19,800       |  |   | -           |   |   | -           |   |   | 22,000  |  
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended                            |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|May 31, 2007                                           |  | -                  |  |   | -       |  |   | 200          |  |   | -           |   |   | (12,102     | ) |   | (11,902 | )
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance May 31,
      2007                             |  | 7,200,000          |  |   | 7,200   |  |   | 20,000       |  |   | -           |   |   | (12,402     | ) |   | 14,798  |  
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Contributed administrative support                     |  | -                  |  |   | -       |  |   | 100          |  |   | -           |   |   | -           |   |   | 100     |  
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the year ended                            |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|May 31, 2008                                           |  | -                  |  |   | -       |  |   | -            |  |   | -           |   |   | (22,061     | ) |   | (22,061 | )
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Balance May 31, 2008                                   |  | 7,200,000          |  |   | 7,200   |  |   | 20,100       |  |   | -           |   |   | (34,463     | ) |   | (7,163  | )
|                                                       |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|Net loss for the period ended                          |  |                    |  |   |         |  |   |              |  |   |             |   |   |             |   |   |         |  
|August 31, 2008 (unaudited)                            |  | -                  |  |   | -       |  |   | -            |  |   | -           |   |   | (4,335      | ) |   | (4,335  | )
|                                                       |  | 7,200,000          |  | $ | 7,200   |  | $ | 20,100       |  | $ | -           |   | $ | (38,798     | ) | $ | (11,498 | )

The accompanying notes are an integral part of these financial
  statements

---

OSPREY VENTURES, INC. 
  (An Exploration Stage Company)STATEMENTS OF CASH FLOWSFOR THE QUARTERS ENDED AUGUST 31,
    2008 AND AUGUST 31, 2007 
    AND FOR THE PERIOD FROM INCEPTION TO AUGUST 31,
    2008 
    (Unaudited)

|                                                            |   |                 |   |   |                 |   |   | Cumulative results |  
|----------------------------------------------------------- | - | --------------- | - | - | --------------- | - | - | ------------------ | -
|                                                            |   |                 |   |   |                 |   |   | of operations from |  
|                                                            |   | Three Months    |   |   | Three Months    |   |   | May 17, 2006       |  
|                                                            |   | Ended           |   |   | Ended           |   |   | (inception) to     |  
|                                                            |   | August 31, 2008 |   |   | August 31, 2007 |   |   | August 31, 2008    |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |   |                 |   |   |                 |   |   |                    |  
|Net loss for the period                                     | $ | (4,335          | ) | $ | (5,208          | ) | $ | (38,798            | )
|Adjustments to reconcile net
      loss to net cash used in |   |                 |   |   |                 |   |   |                    |  
|operating
      activities                                  |   |                 |   |   |                 |   |   |                    |  
|-
      contributed administrative expense                  |   | -               |   |   | 100             |   |   | 300                |  
|Changes in:                                                 |   |                 |   |   |                 |   |   |                    |  
|- accounts payable and accrued
      liabilities            |   | (2,446          | ) |   | -               |   |   | 11,326             |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|NET CASH USED IN OPERATING                                  |   |                 |   |   |                 |   |   |                    |  
|ACTIVITIES                                                  |   | (6,781          | ) |   | (5,108          | ) |   | (27,172            | )
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH FLOWS FROM FINANCING ACTIVITIES                        |   |                 |   |   |                 |   |   |                    |  
|Proceeds from issuance of
      common stock                |   | -               |   |   | -               |   |   | 27,000             |  
|Proceeds from issuance of notes payable                     |   | -               |   |   |                 |   |   | 5,000              |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|NET CASH PROVIDED BY FINANCING                              |   |                 |   |   |                 |   |   |                    |  
|ACTIVITIES                                                  |   | -               |   |   | -               |   |   | 32,000             |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|NET INCREASE (DECREASE) IN CASH                             |   | (6,781          | ) |   | (5,108          | ) |   | 4,828              |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH, BEGINNING OF PERIOD                                   |   | 11,609          |   |   | 23,198          |   |   | -                  |  
|                                                            |   |                 |   |   |                 |   |   |                    |  
|CASH, END OF PERIOD                                         | $ | 4,828           |   | $ | 18,090          |   | $ | 4,828              |  

The accompanying notes are an integral part of these financial
  statements

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

**Notes to the Interim Financial Statements 
  August 31, 2008**

NOTE 1: BASIS OF PRESENTATION

The condensed financial statements
  presented herein have been prepared by the Company in accordance with the
  accounting policies in its audited financial statements for the period ended May
  31, 2008 as filed in its Form S-1 and should be read in conjunction with the
  notes thereto. The Company is in the exploration stage. In April, 2007 the
  Company entered into an Option to Purchase and Royalty Agreement to acquire a
  25% interest in a mining property with no known reserves, in Jiangxi Province,
  China. (see Note 4).

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

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

NOTE 2  GOING CONCERN

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

The Companys significant operating
  losses raise substantial doubt about 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 $38,798 for the
  period from May 17, 2006 (inception) to August 31, 2008, and has no revenue. The
  Companys future success is primarily dependent upon the existence of gold or
  other precious minerals on properties for which the Company owns a working
  interest or an option to acquire an interest. No minerals have yet been
  discovered on the properties. The Companys success will also be dependent upon
  its ability to raise sufficient capital to fund its exploration programs and, if
  gold is discovered, to exploit the discovery on a timely and cost-effective
  basis.

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

**Notes to the Interim Financial Statements 
  August 31, 2008**

NOTE 3  RELATED PARTY TRANSACTIONS

Officers contributed administrative
  services to the Company for all periods to August 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.

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

On March 25, 2008, the Companys
  secretary loaned the Company $5,000 in exchange for a promissory note. The note
  carries a five percent (5%) interest rate and matures on June 01, 2009. Accrued
  interest payable on the note was $109 at August 31, 2008.

NOTE 4  OPTION ON MINERAL PROPERTY  UNPROVEN MINERAL
  INTERESTS

In April, 2007 the Company entered
  into an Option to Purchase and Royalty Agreement, as amended May 15, 2008, to
  acquire a 25% interest in a mining property with no known reserves, in Jiangxi
  Province, China.

As at August 31, 2008 the Company had
  not incurred any costs in regards to the option or the property.

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

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

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


| | B. | Make annual payments of $25,000, commencing May 31, 2011,
      as long as the Company holds any interest in the claim as prepayment of
      the net smelter royalty.                                                                 
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                        
| | C. | Issue 1,000,000 shares of Osprey Ventures, Inc. upon
      completion of a phase I exploration program as recommended by a
      geologist.                                                                                            
| |    |                                                                                                                                                                                                                                        
| | D. | Osprey may acquire an additional 26% of the right, title
      and interest, by the payment of US $25,000 and by incurring an additional
      US $100,000 in exploration expenditures on the Property on or before May
      31, 2011.

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

**Notes to the Interim Financial Statements 
  August 31, 2008**

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

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

NOTE 5  INCOME TAXES

The Company has adopted FASB No. 109
  and FIN No. 48 for reporting purposes. As of May 31, 2008 the Company had net
  operating loss carry forwards of approximately $34,463 that may be available to
  reduce future years taxable income and will expire beginning in 2027.
  Availability of loss usage is subject to change of ownership limitations under
  Internal Revenue Code 382. Future tax benefits which may arise as a result of
  these losses have not been recognized in these financial statements, as their
  realization is determined not likely to occur and accordingly, the Company has
  recorded a valuation allowance for the future tax loss carry-forwards.

NOTE 6  CAPITAL STOCK

| | a) | Common Stock                                                                                                                                                                                                                                                                                                        
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                     
| |    | In 2006 the Company issued 5,000,000 of its common stock
      at a price of $0.001 per share for proceeds of $5,000. The offering was
      made pursuant to section 4(2) of the United States Securities Act of 1933,
      as amended.                                                                           
| |    |                                                                                                                                                                                                                                                                                                                     
| |    | In 2007, the Company offered for sale 3,000,000 shares of
      its common stock at a price of $0.01 per share. The Company sold 2,200,000
      shares for net proceeds of $22,000. The offering was made pursuant to Rule
      903 of Regulation S of the United States Securities Act of 1933, as
      amended.
| |    |                                                                                                                                                                                                                                                                                                                     
| | b) | Stock Options                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                     
| |    | The Company does not have a stock option plan and no
      options or rights to acquire options have been
      granted.                                                                                                                                                                                            

NOTE 7  REGISTRATION STATEMENT  PROSPECTUS OFFERING

On September 05, 2008 the Company
  filed a Form S-1 registration statement with the Securities and Exchange
  Commission whereby the Company is offering a minimum of 1,000,000 and a maximum
  of 2,000,000 common shares on a best efforts basis at a price of $0.05 per
  share. In addition, the registration statement is qualifying the resale of up to
  2,200,000 previously issued shares whereby certain selling shareholders are
  offering 2,200,000 shares on a best efforts basis at a price of $0.05 per share.
  The registration statement became effective on September 19, 2008.

---

**OSPREY VENTURES, INC. 
  (An Exploration Stage Company)**

**Notes to the Interim Financial Statements 
  August 31, 2008**

NOTE 8  SUBSEQUENT EVENTS

On September 13, 2008, Bruce D.
  Jackson and Stephen B. Jackson resigned as officers and directors of Osprey. On
  the same date, James Yiu Yeung Lung was appointed as a director and as
  President, Secretary and Treasurer as well as Chief Executive Officer and Chief
  Financial Officer. Jack Ma Cheng Ji was appointed a director on the same date.
  Reference to the Companys 8-K filing of September 22, 2008 should be made for
  greater detail and further information.

On September 24, 2008, Mackay, LLP,
  Chartered Accountants (Mackay) resigned as the principal independent
  accountants for Osprey Ventures, Inc. (Osprey). The Company subsequently
  engaged McElravy, Kinchen & Associates P.C. of Houston, Texas (MKA) to
  assume the role of its new principal independent accountants. The decision to
  engage MKA was approved by the audit committee of the Board of Directors on
  September 19, 2008. Reference to the Companys 8-K/A filing of September 26,
  2008 should be made for greater detail and further information.

---

2

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

Cautionary Statement Regarding Forward-Looking
Statements

This quarterly report contains forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance.
Some discussions in this report may contain forward-looking statements that
involve risk and uncertainty.

A number of important factors could cause our actual results to
differ materially from those expressed in any forward-looking statements made by
us in this report. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and
similar expressions or words which, by their nature, refer to future events.

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

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

General Information

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

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

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

Glossary of Exploration Terms

The following terms, when used in this report, have the
respective meanings specified below:

|Development   | Preparation of a mineral deposit for commercial
      production, including installation of plant and machinery and the
      construction of all related facilities. The development of a mineral
      deposit can onlybe made after a commercially viable mineral
      deposit, a reserve, has been appropriately evaluated as economically and
      legally feasible.
|------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                                                                                                                                            
|Diamond drill | A type of rotary drill in which the cutting is done by
      abrasion rather than percussion. The cutting bit is set with diamonds and
      is attached to the end of long hollow rods through which water is pumped
      to the cutting face. The drill cuts a core of rock, which is recovered in
      long cylindrical sections an inch or more in diameter.         
|              |                                                                                                                                                                                                                                                                                                                                                                            
|Exploration   | Prospecting, trenching, mapping, sampling, geochemistry,
      geophysics, diamond drilling and other work involved in searching for
      mineral bodies.                                                                                                                                                                                                                 

---

3

|Geochemistry    | Broadly defined as all parts of geology that involve
      chemical changes or narrowly defined as the distribution of the elements
      in the earths crust; the distribution and migration of the individual
      elements in the various parts of the earth.                                                                 
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                    
|Geology         | The science that deals with the history of the earth and
      its life especially as recorded in the rocks; a chronological account of
      the events in the earths history.                                                                                                                                                   
|                |                                                                                                                                                                                                                                                                                                                                    
|Geophysics      | The science of the earth with respect to its structure,
      components and development.                                                                                                                                                                                                                                          
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineral         | A naturally occurring inorganic element or compound
      having an orderly internal structure and characteristic chemical
      composition, crystal form and physical properties.                                                                                                                                                
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineral Reserve | A mineral reserve is that part of a mineral deposit which
      could be economically and legally extracted or produced at the time of the
      reserve determination.                                                                                                                                                            
|                |                                                                                                                                                                                                                                                                                                                                    
|Mineralization  | Rock containing an undetermined amount of minerals or
      metals.                                                                                                                                                                                                                                                                
|                |                                                                                                                                                                                                                                                                                                                                    
|Oxide           | Mineralized rock in which some of the original minerals,
      usually sulphide, have been oxidized. Oxidation tends to make the mineral
      more porous and permits a more complete permeation of cyanide solutions so
      that minute particles of gold in the interior of the minerals will be more
      readily dissolved.

Foreign Currency and Exchange Rates

Dollar costs of Ospreys property acquisition and planned
exploration costs are in Chinese (Yuan) Renminbi (RMB). For purposes of
consistency and to express United States Dollars throughout this report, Chinese
currency has been converted into United States currency at the rate of US $1.00
being approximately equal to RMB 7.50 or RMB 1.00 being approximately equal to
US $0.133 which is the approximate average exchange rate during recent months
and which is consistent with the incorporated financial statements.

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION OF THE CORPORATION FOR THE PERIOD ENDING AUGUST 31, 2008
SHOULD BE READ IN CONJUNCTION WITH THE CORPORATIONS CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO CONTAINED ELSEWHERE IN THIS FORM 10-Q
AND IN OUR ANNUAL REPORT ON FORM S-1.

Overview

We were incorporated in the State of Wyoming on May 17, 2006 as
Osprey Ventures, Inc. and established a fiscal year end of May 31. Our statutory
registered agent's office is located at 1620 Central Avenue, Suite 202,
Cheyenne, Wyoming 82001 and our business office is located at Unit D, 15th
Floor, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number in
North America is (888) 755-9766. There have been no material reclassifications,
mergers, consolidations or purchases or sales of any significant amount of
assets not in the ordinary course of business since the date of incorporation.
We are a start-up, exploration stage company engaged in the search for gold and
related minerals. There is no assurance that a commercially viable mineral
deposit, a reserve, exists in our claim or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of
such work concludes economic and legal feasibility.

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

---

4

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

| | (a) | Osprey, or its permitted assigns, contributing
      exploration expenditures on the property of a minimum of US $20,000 on or
      before May 31, 2009;                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Osprey, or its permitted assigns, contributing
      exploration expenditures on the property of a further US $40,000 for
      aggregate minimum contributed exploration expenses of US $60,000 on or
      before May 31, 2010;                                         
| | (c) | Osprey shall allot and issue 1,000,000 shares in the
      capital of Osprey to Jiujiang upon completion of a phase I exploration
      program as recommended by a competent geologist;                                                                                  
| | (d) | Osprey will pay to Jiujiang an annual royalty of three
      percent of Net Smelter Returns;                                                                                                                                                                              
| | (e) | Upon exercise of the option, Osprey will pay to Jiujiang
      US $25,000 per annum commencing on May 31, 2011 as prepayment of the NSR;
      and                                                                                                                        
| | (f) | Osprey has the right to acquire an additional 26% of the
      right, title and interest in and to the Property by the payment of US
      $25,000 and by incurring an additional US $100,000 in exploration
      expenditures on the Property on or before May 31,
2011.

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

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

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

In December, 2006, Jiujiang renewed its exploration rights to
3.252 square kilometers covering the Gao Feng property, which will expire in
December 2008, subject to renewal upon expiry. Although Jiujiang believes that
it will be able to renew licenses as it has done in the past, there can be no
assurance that it will be able to exploit the entire mineral resources of the
property during its license period. If Jiujiang fails to renew its exploration
rights upon expiry or if it cannot effectively utilize the resources within a
license period, the operation and performance of Jiujiang and the Gao Feng
property may be adversely affected.

Jiujiang's exploration rights entitle it to undertake mining
activities, infrastructure and ancillary work, in compliance with applicable
laws and regulations, within the specific area covered by the license during the
license period. Jiujiang is required to submit mining proposals and feasibility
studies to the relevant authority. They are also obligated to pay a natural
resources fee to the State in an amount equal to 2% of annual sales, if any.

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

---

5

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

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

A mining enterprise may transfer its exploration or exploration
rights to others subject to the approval of MOLAR (the State Ministry of Land
and Resources ) or its authorized departments at provincial or local level as
the case may be. An Exploration Permit may only be transferred if the transferor
has:

| | (i)   | held the Exploration Permit for two years as of the issue
      date, or discovered minerals in the exploration block, which are able to
      be explored or mined further;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | a valid and subsisting Exploration Permit;                                                                                                                                  
| | (iii) | completed the stipulated minimum exploration
      expenditure;                                                                                                             
| | (iv)  | paid the user fees and the price for prospect rights
      pursuant to the relevant regulations; and                                                                        
| | (v)   | obtained necessary approvals from the authorized
      department in charge of the minerals.                                                                                

Exploration rights may only be transferred if the transferor
needs to change the ownership of such exploration rights because it is:

| | (i)   | engaging in a merger or split;                                                                                       
| | ----- | ---------------------------------------------------------------------------------------------------------------------
| | (ii)  | entering into equity or cooperative joint ventures with
      others;                                                
| | (iii) | selling its enterprise assets; or                                                                                    
| | (iv)  | engaging in a similar transaction that will lead to the
      alteration of the property ownership of the
enterprise.

Regional Geology

The mining area is located at the southeast edge of the Yangtze
and Jiangnan platforms in the north-eastern slopes of the deep fracture belts in
the northeast of Jiangxi Province. The exposure of the stratums in this area is
mainly in the form of metamorphic rocks which were laid down in the times of
Proterozoic or Later Proterozoic Eras of the Shuangqiao Mountain Group and the
Climbing Mountain Group. The geological structure is well developed and magmatic
actives are frequent which has provided good formative conditions for gold ore
depositions. These are all indicators of the possible presence of gold in the
area of the property. Three sites of potential interest have been located on the
property and received minor exploration work consisting of pitting, geology,
sampling and a magnetic survey. These sites will become the focus of exploration
during phase I.

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

History

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

Our Proposed Exploration Program  Plan of Operation

---

6

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

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

We anticipate that our portion of phase I of the recommended
geological exploration program will cost $30,000 of a total $120,000 planned
expenditure with the balance being funded by Jiujiang based on the Report which
is a reflection of local costs for the specified type of operation. We had
$4,828 in cash reserves as of August 31, 2008. Accordingly, we will not be able
to proceed with the exploration program without additional financing.

It is our intention to retain the services of the Jiujiang
Geological Engineering Group Company and Mr. Gao prior to commencement of work
on the property to complete the first phase of the work program in late 2008,
predicated on completion of the offering described in this document. We will
assess the results of this program upon receipt of the report. The cost
estimates for this and other phases of the work program are based on the
Reports recommendations and reflect local costs.

Phase I Exploration Program

We must conduct exploration to determine if gold exists on the
property and if any which is found can be economically extracted and profitably
processed. Initially, we will run a grid over the entire property and review
maps of the results of any past reported geological and geochemical programs
correlating all past information to our grid; then we will complete a geological
survey to evaluate certain specific targets previously identified.

The laying out of a grid and line cutting involves the physical
cutting of any underbrush and overlay to establish an actual grid on the ground
whereby items can be related one to another more easily and with greater
accuracy. When we map, we essentially generate a drawing of the physical
features of the land we are interested in as well as a depiction of what may
have been found in relation to the boundaries of the property. So we will
actually draw a scale map of the area and make notes on it as to the location
where anything was found that was of interest or not.

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

Previously run magnetometer and VLF-EM (very low frequency
electromagnetic surveys), if any will be used as an aid to mapping and
structural interpretation and may assist in locating gold and serve to assist in
the delineation of the various physical properties of the rock which can be used
as pointers towards whether gold may be present or not. Anomalies will be
evaluated closely to help in determining their economic potential.

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

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

Prior to the commencement of phase I of
the work program, Osprey will maintain its business and remain compliant with
regulatory requirements but will not advance its business plan until the sale of
shares under our S-1 registration statement is completed. At that time we and
Jiujiang will engage our consulting geoscientist in preparation for the
commencement of phase I.

---

7

Commencing no later than December 31,
2008, phase I of the work program will establish a grid, complete general
prospecting and geological mapping of the property, complete 2,200 cubic meters
of trenching, diamond drill 1,000 meters as well as provide a report on the work
accomplished with specific recommendations for the future at a total cost to
Osprey of $30,000 (25% of the projected $120,000 expenditure). Specifically:

Five Days  establishment of a grid
across the property with crosslines being set up every 50 metres; intersecting
crosslines marked at each 25 meter point will be laid out over half a square
kilometre. A 1/2000 geological survey will then be completed over one square
kilometre. The cost of establishing the grid and supplies and carrying out the
surveys will be approximately $2,100 to Osprey (total project cost $8,400).

Ten Days  trenching will be run across
the property and a total of 2,200 cubic meters of soil and rock will be
excavated from which representative samples will be taken; each of the samples
will be analyzed for specific metals; each samples geological characteristics
identified and recorded. The cost of the trenching to Osprey will be
approximately $2,600 of the total planned expenditure of $10,400.

Five Days  the entire property will
also be searched for outcroppings, trenches or areas that may indicate further
exploration is warranted in a later phase.

Fifteen Days  a diamond drilling
program will drill and sample 1,000 meters of rock drilled to various depths at
an approximate cost to Osprey of $11,000 (25% of the budgeted $44,000
expenditure).

The cost to Osprey of the general
prospecting efforts as well as the mapping and sample collections, assaying of
the samples and transportation will be approximately $10,500 which represents
25% of the project cost of these elements of $42,000.

Weeks 8 through 16  the various
samples will be sent to a lab for analysis of their chemical makeup which will
cost Osprey approximately $3,200 (included in the above estimates) from an
overall expenditure for this work of $9,600.

Weeks 17 through 20  once all the
sample information is available, a professional geoscientist will require at
least one month to correlate the information and write a report either
recommending that further work is warranted on the property or that the property
cannot have any further value added by doing additional exploration in which
case he would recommend abandonment of the property. The cost of the report and
his supervision during the physical work on the property will be approximately
$7,600 of which $1,900 (25%) will be paid by Osprey.

We have also included a contingency fee
of $3,800 in our cost estimates (of a total contingency of $15,200). Ospreys
portion of the total funds required to complete the first phase will be $30,000
of the planned $120,000 expenditure for phase I and will come from the IPO.

March 01 to May 31, 2009  we expect to
have the report on phase I of the exploration program in hand by late March,
2009 and will then be in a position to determine what the next step will be in
the development of our business plan. If the report is favourable and advises
that we proceed to phase II of the exploration program, we will then have to
determine how we can raise the funds required for the second phase which are
currently estimated at $50,000 ($200,000 being the totally budgeted and
currently planned cost of phase II to the partnership). If the report advises
abandoning the property as having little or no value, we will terminate the
option and cease functioning. Various options will be reviewed as to funding 
public financing, private funding, loans or possible joint venture
opportunities. Each of these will have to be evaluated for merit, cost and the
most favourable basis for Osprey and its shareholders. This process will require
from four to eight weeks to complete. It is our intention to retain a North
American educated

---

8

geoscientist to evaluate and conform to
American standards the phase I work program on the property and to make his own
recommendations independent of the Jiujiang report.

In summary, phase 1 will begin by establishing a base line grid
with 25-meter stations and cross lines run every 50 meters for 100 meters each
side of the baseline. We will then relate previous ground and airborne
electromagnetic surveys over the grid. Samples taken from various locations will
be tested for traces of gold, silver, lead, copper, zinc, iron and other metals.
We will then compare relative concentrations of gold, silver, lead and other
indicator metals in samples so the results from different samples can be
compared in a more precise manner and plotted on a map to evaluate their
significance.

Phase II will not be carried out until 2009 and will be
contingent upon favourable results from phase I and any specific recommendations
of the report. Specifics of the work to be carried out have not yet been
determined and will be delineated as recommendations in the reporting of the
results of phase I. The second phase may require up to six weeks work and may
cost up to $200,000 in total (Ospreys portion being $50,000) comprised of
wages, fees, camp, equipment rental, trenching, diamond drilling, assays and
related. Four months may be required for analysis and the preparation of a
report and evaluation on the work accomplished.

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

Employees

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

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

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

Offices

Our offices are located at Unit D, 15th Floor, 8 Hart Avenue,
Tsim Sha Tsui, Kowloon, Hong Kong. Currently, these facilities are provided to
us by James Yiu Yeung Lung, a director and our President, without charge, but
such arrangement may be cancelled at anytime without notice. As our business
activities continue, we anticipate that we will be required to pay a pro rata
share of the rent incurred for the facilities that we occupy. Specific direct
expenses incurred such as telephone and secretarial services are charged back to
Osprey at cost on a quarterly basis.

---

9

Risks

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

Following the completion of our S-1 registration statement
offering, we will have sufficient financial resources to complete the first
phase of our proposed exploration plan. However, in order to complete future
phases of our proposed exploration program we will need to raise additional
funding. Even if the first phase of our exploration program is deemed to be
successful there is no guarantee that we will be able to raise any additional
capital in order to finance future. Should we be unable to raise additional
funding to complete future phases of our exploration plan, we would have to
cease operations.

Finally, even if our exploration program is successful we may
not be able to obtain commercial production. If our exploration is successful
and commercial quantities of ore are discovered we will require a significant
amount of additional funds to place the claim into commercial production. Should
we be unable to raise the additional funds required, we would be unable to see
the claim evolve into an operating mine and would have to cease operations.

Results of Operations

Osprey was incorporated on May 17, 2006; comparative periods
for the three months ended August 31, 2008 and August 31, 2007 and May 17, 2006
(inception) through August 31, 2008 are presented in the following discussion.

Since inception, we have used our common stock and an advance
from a related party to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities (less offering
costs) from inception on May 17, 2006 to August 31, 2008 was $32,000 as a result
of proceeds received from sales of our common stock ($27,000) and an advance
from a former director ($5,000).

The Corporation did not generate any revenues from operations
for the quarter ended August 31, 2008. To date, we have not generated any
revenues from our mineral exploration business.

REVENUES

REVENUE  Gross revenue for the quarters ended August 31, 2008
and August 31, 2007 was $0.

COMMON STOCK Net cash provided by financing activities during
the quarter ended August 31, 2008 and 2007 was $0 and for the period from
inception on May 17, 2006 through to and including August 31, 2008 the amount
was $32,000. No options or warrants were issued to issue shares at a later date
in the most recent quarter.

EXPENSES

Expense Item
    For the Quarter ended August 31, 2008
    For the Quarter ended August 31, 2007
    Feb. 11, 2005 (Inception) thru August
      31, 2008Bank
      charges
    $ 41
    $ 41
    $ 461Loss
      on currency exchange
    1,534
    67
    1,888Interest on promissory note
    63
    
    109Contributed administrative support
    
    100
    300Office
    
    
    3,794Organizational costs
    
    
    300


---

10

Professional fees
    1,300
    
    24,013Corporate services
    
    5,000
    5,000Public relations
    
    
    790Registration and filing fees
    1,397
    
    1,397Travel and meals
    
    
    746TOTAL EXPENSES
    $ 4,335
    $5,208
    $38,798


SUMMARY  Total expenses were $4,335 in the quarter ended
August 31, 2006 and $5,208 for the similar period in 2007. A total of $38,798 in
expenses has been incurred since inception on May 17, 2006 through August 31,
2008. These costs have and will vary from quarter to quarter based on the level
of general corporate activity, exploration operations and capital raising. The
costs can be subdivided into:

BANK CHARGES: Osprey incurred $41 in bank and related fees for
the quarter ended on August 31, 2008 and $41 for the similar period in 2007.
From inception to May 17, 2006, we have incurred a total of $461 in bank
charges. This cost category should generally have little variance between
quarters.

LOSS ON CURRENCY EXCHANGE: Osprey incurred $1,534 in losses on
currency exchange in the most recent quarter ended on August 31, 2008 and $67
for the quarter ended August 31, 2007. From inception to May 17, 2006, we have
incurred a total of $1,888 in losses on currency exchange. In the future, this
cost category will vary depending on our exploration activities.

INTEREST EXPENSE ON PROMISSORY NOTE: On March 25, 2008 a
related party advanced $5,000 to Osprey in the form of a promissory note which
bears interest at the rate of 5%. During this last quarter we incurred $63 for
the interest due on that note. During the similar period in 2007 there were no
such charges or accruals. From inception to May 17, 2006, we have incurred a
total of $109 in interest payable on the promissory note. In the future this
cost category will change based on whether there are advances or loans from
related parties. The note is due and payable on June 01, 2009.

CONTRIBUTED ADMINISTRATIVE SUPPORT: $0 in contributed expenses
(for contributed administrative costs) were incurred for the quarter ended
August 31, 2008 while $100 was incurred in the three months ended on August 31,
2008. A total of $300 has been incurred in the period from inception on May 17,
2006 to August 31, 2008. All contributed expenses are reported as contributed
costs with a corresponding credit to additional paid-in capital.

OFFICE EXPENSES: $0 in office costs were incurred in the most
recent quarter which ended on August 31, 2008 or for the similar period in 2007.
For the period May 17, 2006 (inception) through August 31, 2008 a total of
$3,794 has been spent on office related expenses. Cost items included here
encompass telephone, facsimile, courier, photocopying, postage and general
office expenses and services.

ORGANIZATIONAL EXPENSES: No charges for organizational expenses
were incurred for the quarter ended on August 31, 2008 or for the similar period
in 2007. From inception to May 17, 2006, we have incurred a total of $300 in
organizational expenses. We expect only infrequent charges to this category.

PROFESSIONAL FEES: Osprey incurred $1,300 in professional fees
for the quarter ended on August 31, 2008 and $0 for the 2007 period. From
inception to May 17, 2006, we have incurred a total of $24,013 in professional
fees mainly spent on legal and accounting matters. This cost category will have
frequent swings in spending depending on the legal and accounting activities of
the Corporation.

COMPENSATION: No compensation costs were incurred for the
quarter ended August 31, 2008 or 2007 and no direct compensation costs have been
incurred since inception.

PUBLIC RELATIONS: Osprey incurred $0 in professional fees for
the quarters ended on August 31, 2008 and 2007. From inception to May 17, 2006,
we have incurred a total of $790 in public relations fees.

REGISTRATION AND FILING FEES: Osprey incurred $1,397 in
registration and filing fees for the quarter ended on August 31, 2008 and nil
for the similar period in 2007. From inception to May 17, 2006,

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11

we have incurred a total of $1,397 in registration and filing
fees. This cost category will vary depending on the capital raising activities
of the Corporation.

TRAVEL AND MEAL EXPENSES: Nil was spent in travel and meal
costs in the quarters which ended on August 31, 2008 and 2007. For the period
May 17, 2006 (inception) through August 31, 2008 a total of $746 has been spent
on travel and meal expenses.

NET CASH USED IN OPERATING ACTIVITIES: For the three month
period ended on August 31, 2008, $6,781 in net cash was used while $5,108 was
used for the similar quarter in 2007. A total of $27,172 in net cash has been
used for the period from Inception on May 17, 2006 to August 31, 2008.

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

During the current quarter under review, Osprey did not sell
any shares of its common stock. As of the date of this report Osprey has
7,200,000 common shares issued and outstanding.

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

Plan of Operation

Osprey believes we can satisfy our cash requirements for the
current fiscal year end of May 31, 2009 with available cash on hand and the
proceeds of our S-1 offering which is expected to raise between $50,000 and
$100,000. As of August 31, 2008, we had negative $11,498 in unallocated working
capital.

For the balance of the current fiscal year to May 31, 2009 we
will concentrate our efforts on completing the IPO and commencing phase I work
on our optioned mineral property. Following industry trends and demands, we are
also considering the acquisition of other properties and projects of merit. In
either situation, a new public offering would be needed and completed during a
subsequent period.

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

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

Presently, our revenues are not sufficient to meet operating
and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2008  2009. Management projects that
we may require up to $160,000 to fund ongoing operating expenses and working
capital requirements for the next twelve months, broken down as follows:

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


As at August 31, 2008, we had a working capital deficit of
$11,498. We do not anticipate that we will be able to satisfy any of these
funding requirements internally until we significantly increase our revenues.

---

12

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2008, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

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

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

Liquidity and Capital Resources

As of end of the last quarter on August 31, 2008, we have yet
to generate any revenues from operations.

Since inception, we have used our common stock and advances
from related parties to raise money for our optioned acquisition and for
corporate expenses. Net cash provided by financing activities from inception on
May 17, 2006 to August 31, 2008 was $32,000 as a result of gross proceeds
received from sales of our common stock (less offering costs) ($27,000) and an
advance in the form of a promissory note from a related party ($5,000). We
issued 5,000,000 shares of common stock through a Section 4(2) offering in May,
2006 for cash consideration of $5,000. We issued 2,200,000 shares of common
stock through a Rule 903 Regulation S offering in April, 2007 for cash
consideration of $27,000 to a total of 8 placees.

As of August 31, 2008, our total assets which consist entirely
of cash and prepaid expenses amounted to $4,828 and our total liabilities were
$16,326. Working capital stood at negative $11,498.

For the quarter ended August 31, 2008, the net loss was $4,335
($0.0006 per share). The loss per share was based on a weighted average of
7,200,000 common shares outstanding. The net loss from Inception to August 31,
2008 is $38,798.

Inflation / Currency Fluctuations

Inflation has not been a factor during the recent quarter ended
August 31, 2008. Inflation is moderately higher than it was during 2007 but the
actual rate of inflation is not material and is not considered a factor in our
contemplated capital expenditure program.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk

None.

Item 4. Controls and Procedures

|(a) | Evaluation of Disclosure Controls and
  Procedures.                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | We carried out an evaluation, under the supervision and
      with the participation of our management, including our principal
      executive officer and principal financial officer, of the effectiveness of
      our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) of the Exchange Act (defined below)). Based upon that
      evaluation, our principal executive officer
and

---

13

|    | principal financial officer concluded that, as of the end
      of the period covered in this report, our disclosure controls and
      procedures were effective to ensure that information required to be
      disclosed in reports filed under the Securities Exchange Act of 1934, as
      amended (the "Exchange Act") is recorded, processed, summarized and
      reported within the required time periods and is accumulated and
      communicated to our management, including our principal executive officer
      and principal financial officer, as appropriate to allow timely decisions
      regarding required disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Our management, including our principal executive officer
      and principal financial officer, does not expect that our disclosure
      controls and procedures or our internal controls will prevent all error or
      fraud. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of
      the control system are met. Further, the design of a control system must
      reflect the fact that there are resource constraints and the benefits of
      controls must be considered relative to their costs. Due to the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      have been detected. Accordingly, management believes that the financial
      statements included in this report fairly present in all material respects
      our financial condition, results of operations and cash flows for the
      periods presented.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Changes in Internal Controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | During the quarter ended August 31, 2008, there were no
      changes in the Company's internal control over financial reporting that
      have materially affected, or are reasonably likely to materially affect,
      its internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

Osprey had 7,200,000 shares of common stock issued and
outstanding as of October 10, 2008. Of these shares, approximately 5,000,000
shares are held by an affiliate of the Corporation; some of those shares can be
resold in compliance with the limitations of Rule 144 as adopted by the
Securities Act of 1933, as amended (the Securities Act).

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 Rule 903S or Section 4(2) of the Securities Act, as provided.
All purchasers of our securities acquired the shares for investment purposes
only and all stock certificates reflect the appropriate legends as appropriate.
No underwriters were involved in connection with the sale of securities referred
to in this report.

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

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

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14

Item 4. Other Information

Use of Proceeds

Net cash provided by financing activities from inception on May
17, 2006 to August 31, 2008 was $32,000 as a result of proceeds received from
sales of our common stock and an advance from a related party. During that same
period, the following table indicates how the proceeds have been spent to date:

Bank Charges
    461Loss on currency
      exchange
    1,888Interest on
      promissory note
    109Contributed
      administrative support
    300Office
    3,794Organizational
      costs
    300Professional fees
    24,013Corporate services
    5,000Public relations
    790Registration and
      filing fees
    1,397Travel and meals
    746Total Use of Proceeds to August 31, 2006
    $38,498


Common Stock

During the three month period ended August 31, 2008, no shares
of common stock were issued. As of August 31, and October 10, 2008 there were
7,200,000 shares issued and outstanding.

Options

No options were granted during the three-month period ending
August 31, 2008.

Code of Ethics

The Board of Directors on April 22, 2007 adopted a formal
written Code of Business Conduct and Ethics and Compliance Program for all
officers, directors and senior employees. A copy of the Code of Business Conduct
and Ethics is available upon written request by any person without charge. To
obtain a copy, an interested party should contact our offices by telephone at
(888) 755-9766 or write to Unit D, 15th Floor, 8 Hart Avenue, Tsim Sha Tsui,
Kowloon, Hong Kong.

Web Site

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

Subsequent Events

On September 13, 2008 Bruce D. Jackson and Stephen B. Jackson
resigned as officers and directors of Osprey. On the same date, James Yiu Yeung
Lung was appointed as a director and as President, Secretary and Treasurer as
well as Chief Executive Officer and Chief Financial Officer. Jack Ma Cheng Ji
was appointed a director on the same date. You are further referred to our 8-K
filing of September 22, 2008 for greater detail and further information.

On September 24, 2008, Mackay, LLP, Chartered Accountants
(Mackay) resigned as the principal independent accountants for Osprey
Ventures, Inc. (Osprey). The Company subsequently engaged McElravy, Kinchen
& Associates P.C. of Houston, Texas (MKA) to assume the role of its new
principal independent accountants. The decision to engage MKA was approved by
the audit committee of the Board

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15

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

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K filed during the quarter ended August 31,
2008: NONE

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.
|     |                                                                                                                                                                   

---

16

SIGNATURES

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

Osprey Ventures, Inc. (Registrant)

Date: October 14, 2008

BY:       /s/ James Yiu Yeung
Lung

James Yiu Yeung Lung, President, Chief
Executive Officer, Principal Executive Officer, Secretary, Treasurer, Chief
Financial Officer, Principal Financial Officer and a Member of the Board of
Directors

BY:     
 /s/ Jack Ma Cheng Ji

Jack Ma Cheng Ji, Member of the Board
of Directors

---