Benarroch Georges – ‘SC 13D’ on 11/2/04 re: Gilla Inc.

On:  Tuesday, 11/2/04, at 2:12pm ET   ·   Accession #:  909567-4-1521   ·   File #:  5-61495

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              4     15K 

Document Table of Contents

SC 13D
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Potential persons who are to respond to the collection of information contained 
in this form are not required to respond unless the form displays a valid OMB   
control number.                                                                 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Act of 1934
 (Amendment No. *)

 OSPREY GOLD CORP.
(Name of Issuer)

 COMMON STOCK $.0002 PAR VALUE
(Title of Class of Securities)

 688400100
(CUSIP Number)

GORDON LELIEVER, OSPREY GOLD CORP.
 210 BROADWAY AVE. SUITE 208
 ORANGEVILLE, ON L9W 5G4
(519-940-8117)
 (Name, Address and Telephone Number of Person Authorized to
Receive Notices & Communications) 

SEPTEMBER 28, 2004
 (Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this schedule 13D, and is filing this   
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].      

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See 240.13d-7 for other parties 
to whom copies are to be sent.                                                  

 (Page 1 of 4 Pages)

SC 13D
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CUSIP No. 688400100                                                  Page 2 of 4

    1)   Names of Reporting Persons S.S. or I.R.S. Identification No. of Above
Persons                                                     
                                   GEORGES BENARROCH S.S./IRS NO. NOT APPLICABLE

  2)   Check the Appropriate Box if a Member of a Group (See Instructions)

A)                                                          

B)                                                          

3)   SEC Use Only                                                     

4)   Source of Funds                                                  

     OO (SEE ITEM 3)

     5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(c)                                                

6)   Citizenship or Place of Organization                             

CANADIAN  

         Number of       (7)  Sole Voting Power                          100,000
Shares Bene-                                                  
ficially        (8)  Shared Voting Power                      
Owned by                                                      
         Each Report-    (9)  Sole Dispositive Power                     100,000
ing Person                                                    
With            (10) Shared Dispositive Power                 

    11)  Aggregate Amount Beneficially Owned by Each Reporting Person    100,000

    12)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)                                               

13)   Percent of Class Represented by Amount in Row (11)                
                                                                          0.056%

14)   Type of Reporting Person (See Instruction)                        
                                                                              IN

SC 13D
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CUSIP No. 688400100                                                  Page 3 of 4

ITEM 1.  SECURITY AND BACKGROUND                                                

Common Stock, $.0002 par value per share                                        

Osprey Gold Corp.                                                               
210 Broadway St. Suite 208                                                      
Orangeville ON L9W 5G4                                                          

ITEM 2.  IDENTITY AND BACKGROUND                                                

This statement is a single filing of Georges Benarroch, a Canadian citizen,     
68 Rue Spontini, Paris, France 75016. Mr. Benarroch is a Director of Osprey Gold
Corp. During the last five years, Mr. Benarroch has not been convicted in a     
criminal proceeding, nor has he been a party to a civil proceeding as a result  
of which he was subject to a judgment, decree or final order enjoining future   
violations of, or prohibiting or mandating activities subject to, federal or    
state securities laws or finding any violation with respect to such laws.       

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

The shares of Common Stock beneficially owned by Georges Benarroch were granted 
by the Issuer to the reporting person as director's fees.                       

ITEM 4.  PURPOSE OF THE TRANSACTION                                             

The reporting person filing this statement does not have any present plans or   
proposals which relate to or would result in:                                   

a)   The acquisition by any person of additional securities of the issuer, or   
the disposition of such securities;                                   

b)   An extraordinary corporation transaction, such as a merger, reorganization 
or liquidation involving the issuer or any of its subsidiaries;       

c)   A sale or transfer of a material amount of the assets of the issuer or any 
of its subsidiaries;                                                  

d)   Any change in the board of directors or management of the issuer, including
     any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board;                                  

e)   Any material change in the present capitalization or dividend policy of the
issuer;                                                               

f)   Any other material change in the issuer's business or corporate structure; 

g)   Changes in the issuer's charter, bylaws or instruments corresponding       
  thereto, or other actions which may impede the acquisition of control of
the issuer by any person;                                             

SC 13D
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CUSIP No. 688400100                                                  Page 4 of 4

h)   Causing a class of securities of the issuer to be delisted from a national 
securities exchange or to cease to be authorized to be quoted in an   
inter-dealer quotation system of a registered national securities     
association;                                                          

i)   A class of equity securities of the issuer becoming eligible for           
    termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or                                              

j)   Any action similar to any of those enumerated above.                       

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

Mr. Benarroch, by virtue of his position and security holding, is the beneficial
owner of 100,000 shares of Common Stock, or 0.056%.                             

No transactions in shares of Common Stock of the issuer were effected by the    
reporting person during the last 60 days.                                       

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH          
RESPECT TO SECURITIES OF THE ISSUER                           

There are no contracts, arrangements, understandings or relationships (legal or 
otherwise) between the person named in Item 2 and any person with respect to any
securities of the issuer.                                                       

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

Dated: October 1, 2004                                /s/ Georges Benarroch     
                                                ----------------------------
                                                 GEORGES BENARROCH

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		12/31/05		1					10KSB
Filed on:		11/2/04							3,  SC 13D
		10/1/04		4
		9/28/04		1					3,  3/A
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