UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2008

                        Commission file number 333-139915

                              Madrona Ventures Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                                   N/A
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                       245 King George Highway, Suite 501
                          Brantford, ON, Canada N3R 7N7
               (Address of Principal Executive Offices & Zip Code)

                                  (403)770-8095
                               (Telephone Number)

                              102-5212 48th Street
                        Red Deer, Alberta, Canada T4N 7C3
       (Former Name or Address of Principal Executive Offices & Zip Code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

As of July 31, 2008, the registrant had 6,525,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of October 8, 2008.
<PAGE>
                              MADRONA VENTURES INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Description of Business                                             3
Item 1A. Risk Factors                                                        4
Item 2.  Description of Property                                             6
Item 3.  Legal Proceedings                                                   6
Item 4.  Submission of Matters to a Vote of Securities Holders               6

                               Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity Securities                   7
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                               8
Item 8.  Financial Statements                                               10
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                               20
Item 9A. Controls and Procedures                                            20

                              Part III

Item 10. Directors and Executive Officers                                   22
Item 11. Executive Compensation                                             23
Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                    24
Item 13. Certain Relationships and Related Transactions                     24
Item 14. Principal Accounting Fees and Services                             24

                               Part IV

Item 15. Exhibits                                                           25

Signatures                                                                  25

                                       2
<PAGE>
                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

GENERAL INFORMATION

We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.

During the year ended July 31, 2008 we carried out exploration on our mineral
claim, known as the Telluric Gold Property, consisting of 2 Mineral Title
Submissions containing 40 cells totaling 1,099 acres. The results of exploration
were not positive and we abandoned the property and allowed the claim to lapse
as of August 15, 2008. Because the claim did not contain any reserves all funds
that we spent on exploration were lost. The cost of the phase one exploration
work was $7,568.

Our plan of operation for the next twelve months is to identify and acquire an
interest in alternate mineral properties on which we will carry out exploration
activities. We are currently researching multiple properties.

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock or loans from our directors.
However, we may not be able to raise sufficient funding from the sale of our
common stock to fund any future exploration programs. We do not have any
arrangements in place for any future equity financing.

If we do not secure additional funding for our exploration expenditures, we may
consider seeking an arrangement with a joint venture partner that would provide
the required funding in exchange for receiving a part interest in a property we
identify for exploration. We have not undertaken any efforts to locate a joint
venture partner. There is no guarantee that we will be able to locate a joint
venture partner who will assist us in funding exploration expenditures upon
acceptable terms.

There has been no bankruptcy, receivership or similar proceeding.

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

We are required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in any jurisdiction in which we operate.

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any of these applications on an ongoing basis.

We are not required to apply for or have any government approval for our
products or services.

We have not expended funds for research and development costs since inception.

                                       3
<PAGE>
EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employees are our officers, Reese Baglole and Dave Shaw who currently
devote as much time as the board of directors determines is necessary to manage
the affairs of the company. There are no formal employment agreements between
the company and our current employees.

REPORTS TO SECURITIES HOLDERS

We will provide an annual report that includes audited financial information to
our shareholders. We will make our financial information equally available to
any interested parties or investors through compliance with the disclosure rules
of Regulation S-K for a small business issuer under the Securities Exchange Act
of 1934, including filing Form 10K annually and Form 10Q quarterly. In addition,
we will file Form 8K and other proxy and information statements from time to
time as required. We do not intend to voluntarily file the above reports in the
event that our obligation to file such reports is suspended under the Exchange
Act. The public may read and copy any materials that we file with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F
Street NE, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.

ITEM 1A.  RISK FACTORS

WE ARE AN EXPLORATION STAGE COMPANY AND EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.

     We were incorporated on June 21, 2005 and to date have been involved
     primarily in organizational activities, the acquisition of a mineral claim
     which we carried out exploration on and have since abandoned. We are
     currently researching other available properties on which we will carry out
     exploration. We have not earned any revenues as of the date of this report.
     The likelihood of success must be considered in light of the problems,
     expenses, difficulties, complications and delays encountered in connection
     with the exploration of the mineral properties that we plan to undertake.
     These potential problems include, but are not limited to, unanticipated
     problems relating to exploration, and additional costs and expenses that
     may exceed current estimates. Prior to completion of our exploration stage,
     we anticipate that we will incur increased operating expenses without
     realizing any revenues. We expect to incur significant losses into the
     foreseeable future. We recognize that if we are unable to generate
     significant revenues from development and production of minerals from a
     claim, we will not be able to earn profits or continue operations. There is
     no history upon which to base any assumption as to the likelihood that we
     will prove successful, and it is doubtful that we will generate any
     operating revenues or ever achieve profitable operations. If we are
     unsuccessful in addressing these risks, our business will most likely fail.

OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR MADRONA VENTURES INC.
WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL
STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.

     As described in Note 1 of our accompanying financial statements, our lack
     of operations and any guaranteed sources of future capital create
     substantial doubt as to our ability to continue as a going concern. If our
     business plan does not work, we could remain as a start-up company with
     limited operations and revenues.

BECAUSE MANAGEMENT HAS NO EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A
HIGHER RISK OF FAILURE.

                                       4
<PAGE>
     Our management has no professional training or technical credentials in the
     field of geology. As a result, they may not be able to recognize and take
     advantage of potential acquisition and exploration opportunities in the
     sector without the aid of qualified geological consultants. Their decisions
     and choices may not take into account standard engineering or managerial
     approaches mineral exploration companies commonly use. Consequently our
     operations, earnings and ultimate financial success may suffer irreparable
     harm as a result.

IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON A MINERAL PROPERTY, WE
CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.

     If an exploration program is successful in establishing ore of commercial
     tonnage and grade, we will require additional funds in order to advance a
     claim into commercial production. Obtaining additional financing would be
     subject to a number of factors, including the market price for the
     minerals, investor acceptance of our claims and general market conditions.
     These factors may make the timing, amount, terms or conditions of
     additional financing unavailable to us. The most likely source of future
     funds is through the sale of equity capital. Any sale of share capital will
     result in dilution to existing shareholders. We may be unable to obtain any
     such funds, or to obtain such funds on terms that we consider economically
     feasible and you may lose any investment you make in this offering.

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.

     There are several governmental regulations that materially restrict mineral
     claim exploration and development. Under mining law in most jurisdictions,
     engaging in certain types of exploration requires work permits, the posting
     of bonds, and the performance of remediation work for any physical
     disturbance to the land. While these current laws will not affect any
     initial exploration phase, if we identify exploitable minerals and proceed
     to excavation operations on a claim, we will incur regulatory compliance
     costs based upon the size and scope of our operations. In addition, new
     regulations could increase our costs of doing business and prevent us from
     exploring for and the exploitation of ore deposits. In addition to new laws
     and regulations being adopted, existing laws may be applied to mining that
     have not as yet been applied. These new laws may increase our cost of doing
     business with the result that our financial condition and operating results
     may be harmed.

BECAUSE OUR CURRENT OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

     Mssrs. Baglole and Shaw, our officers and directors, currently devote
     approximately 5-7 hours per week providing management services to us. While
     they presently possess adequate time to attend to our interests, it is
     possible that the demands on them from their other obligations could
     increase, with the result that they would no longer be able to devote
     sufficient time to the management of our business. This could negatively
     impact our business development.

THE TRADING IN OUR SHARES IS REGULATED BY SECURITIES AND EXCHANGE COMMISSION
RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

     Our shares are defined as a penny stock under the Securities and Exchange
     Act of 1934, and rules of the Commission. The Exchange Act and such penny
     stock rules generally impose additional sales practice and disclosure
     requirements on broker-dealers who sell our securities to persons other

                                       5
<PAGE>
     than certain accredited investors who are, generally, institutions with
     assets in excess of $5,000,000 or individuals with net worth in excess of
     $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with
     spouse), or in transactions not recommended by the broker-dealer. For
     transactions covered by the penny stock rules, a broker-dealer must make a
     suitability determination for each purchaser and receive the purchaser's
     written agreement prior to the sale. In addition, the broker-dealer must
     make certain mandated disclosures in penny stock transactions, including
     the actual sale or purchase price and actual bid and offer quotations, the
     compensation to be received by the broker-dealer and certain associated
     persons, and deliver certain disclosures required by the Commission.
     Consequently, the penny stock rules may make it difficult for our
     shareholders to resell any shares, if at all.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

     Our shares are quoted on the OTC Electronic Bulletin Board under the symbol
     "MDRW". To be eligible for quotation, issuers must remain current in their
     filings with the SEC. In order for us to remain in compliance we will
     require cash to cover the cost of these filings, which could comprise a
     substantial portion of our available cash resources. If we are unable to
     remain in compliance it may be difficult for our shareholders to resell any
     shares, if at all.

ITEM 2 - DESCRIPTION OF PROPERTY

We do not currently own any property. We are currently utilizing space at the
residence of our president at 245 King George Highway, Suite 501, Brantford, ON,
Canada. We believe the current premises are sufficient for our needs at this
time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3 - LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the year ended
July 31, 2008.

                                       6
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since April, 2007 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol MDRW. There has been no active
trading market and thus no high and low sales prices to report.

SHARES AVAILABLE UNDER RULE 144

A total of 5,000,000 shares of our common stock are available for resale to the
public after February, 2007, in accordance with the volume and trading
limitations of Rule 144 of the Act. In general, under Rule 144 as currently in
effect, a person who has beneficially owned shares of a company's common stock
for at least six months is entitled to sell within any three month period a
number of shares that does not exceed the greater of:

     1.   1% of the number of shares of the company's common stock then
          outstanding; or

     2.   The average weekly trading volume of the company's common stock during
          the four calendar weeks preceding the filing of a notice on Form 144
          with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

As of the date of this report, persons who are our affiliates hold all of the
5,000,000 shares that may be sold pursuant to Rule 144.

HOLDERS

As of July 31, 2008, we have 6,525,000 Shares of $0.001 par value common stock
issued and outstanding held by 70 shareholders of record.

DIVIDENDS

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

     1.   we would not be able to pay our debts as they become due in the usual
          course of business; or

     2.   our total assets would be less than the sum of our total liabilities
          plus the amount that would be needed to satisfy the rights of
          shareholders who have preferential rights superior to those receiving
          the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

                                       7
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

We have generated no revenue since inception and have incurred $83,654 in
expenses through July 31, 2008.

The following table provides selected financial data about our company for the
years ended July 31, 2008 and 2007.

           Balance Sheet Data:            7/31/08            7/31/07
           -------------------            -------            -------

           Cash                          $    206           $    270
           Total assets                  $    206           $    270
           Total liabilities             $ 28,360           $ 10,500
           Shareholders' equity          $(28,154)          $(10,230)

There was no cash provided by financing activities for the year ended July 31,
2008.

GOING CONCERN

Madrona Ventures Inc. is an exploration stage company and currently has no
operations. Our independent auditor has issued an audit opinion for Madrona
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at July 31, 2008 was $206 and liabilities being $28,360. If we
experience a shortage of funds prior to generating revenues from operations we
may utilize funds from our director, who has informally agreed to advance funds
to allow us to pay for operating costs, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to us. Management
believes our current cash balance will be sufficient to fund our operations for
the next twelve months.

PLAN OF OPERATION

Our plan of operation for the next twelve months is to identify and acquire an
interest in alternate mineral properties on which we will carry out exploration
activities. We are currently researching multiple properties. We anticipate
spending approximately $5,000 on professional fees, including fees payable in
connection complying with reporting obligations, and general administrative
costs during the next twelve months. If we experience a shortage of funds we may
utilize funds from our directors, however they have no formal commitment,
arrangement or legal obligation to advance or loan funds to the company.

We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock or loans from our directors.
However, we may not be able to raise sufficient funding from the sale of our
common stock to fund any future exploration programs. We do not have any
arrangements in place for any future equity financing.

If we do not secure additional funding for our exploration expenditures, we may
consider seeking an arrangement with a joint venture partner that would provide
the required funding in exchange for receiving a part interest in a property we

                                       8
<PAGE>
identify for exploration. We have not undertaken any efforts to locate a joint
venture partner. There is no guarantee that we will be able to locate a joint
venture partner who will assist us in funding exploration expenditures upon
acceptable terms.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

                                       9
<PAGE>
ITEM 8. FINANCIAL STATEMENTS


             [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP]


To the Stockholders and Board of Directors of Madrona Ventures, Inc.

We have audited the accompanying  balance sheets of Madrona  Ventures,  Inc. (an
exploration  stage  company)  as of July  31,  2008  and  2007  and the  related
statements of  operations,  cash flows and  stockholders'  deficit for the years
then ended and the period from June 21, 2005 (Inception) to July 31, 2008. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of Madrona Ventures,  Inc. as of July 31, 2008
and 2007 and the results of its operations and its cash flows for the years then
ended  and the  period  from  June 21,  2005  (Inception)  to July  31,  2008 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company is in the development stage, has not generated
revenues since  inception,  has incurred losses in developing its business,  and
further losses are anticipated.  The Company  requires  additional funds to meet
its obligations and the costs of its operations. These factors raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in this regard are  described in Note 1. The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                           /s/ "DMCL"

                                           Dale Matheson Carr-Hilton Labonte LLP
                                                           CHARTERED ACCOUNTANTS

Vancouver, Canada
September 5, 2008

                                       10
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                July 31,          July 31,
                                                                 2008              2007
                                                                 - $ -             - $ -
                                                                -------           -------
<S>                                                            <C>               <C>
ASSETS

Current assets
  Cash                                                              206               270
                                                                =======           =======
LIABILITIES

Current liabilities
  Accounts payable and accrued liabilities                       13,645             7,500
  Due to related party (Note 4)                                  14,715             3,000
                                                                -------           -------
                                                                 28,360            10,500
                                                                -------           -------
STOCKHOLDERS' DEFICIT

Common stock (Note 5)
  Authorized:
   75,000,000 common shares with a par value of $0.001
  Issued and outstanding:
   6,525,000 (2007 - 6,525,000) common shares                     6,525             6,525
  Additional paid in capital                                     48,975            48,975
  Deficit accumulated during the exploration stage              (83,654)          (65,730)
                                                                -------           -------

                                                                (28,154)          (10,230)
                                                                -------           -------

                                                                    206               270
                                                                =======           =======
</TABLE>

Contingency (Note 1)
Subsequent Event (Note 3)

             - See Accompanying Notes to the Financial Statements -

                                       11
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                Cumulative from
                                                                                                 June 21, 2005
                                                        Year ended           Year ended         (Inception) to
                                                         July 31,             July 31,             July 31,
                                                           2008                 2007                 2008
                                                           - $ -                - $ -                - $ -
                                                        ----------           ----------           ----------
<S>                                                   <C>                  <C>                  <C>
EXPENSES
  General and administrative                                17,924               26,037               44,639
  Mineral interests (Note 3)                                    --                7,568               39,015
                                                        ----------           ----------           ----------

NET LOSS                                                    17,924               33,605               83,654
                                                        ==========           ==========           ==========

BASIC AND DILUTED NET LOSS PER SHARE                         (0.00)               (0.00)
                                                        ==========           ==========

WEIGHTED AVEAGE NUMBER OF SHARES OUTSTANDING -
BASIC AND DILUTED                                        6,525,000            6,525,000
                                                        ==========           ==========
</TABLE>


             - See Accompanying Notes to the Financial Statements -

                                       12
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOW
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      Cumulative from
                                                                                       June 21, 2005
                                                    Year ended        Year ended      (Inception) to
                                                     July 31,          July 31,          July 31,
                                                       2008              2007              2008
                                                       - $ -             - $ -             - $ -
                                                      -------           -------           -------
<S>                                                   <C>             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                            (17,924)          (33,605)          (83,654)
  Changes in non-cash working capital items:
  Accounts payable and accrued liabilities              6,145                53            13,645
  Due to related party                                 11,715             3,000            14,715
                                                      -------           -------           -------

Net cash used in operations                               (64)          (30,552)          (55,294)
                                                      -------           -------           -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Shares issued for cash                                   --                --            55,500
                                                      -------           -------           -------

Net cash provided by financing activities                  --                --            55,500
                                                      -------           -------           -------

NET CHANGE IN CASH                                        (64)          (30,552)              206

CASH, BEGINNING                                           270            30,822                --
                                                      -------           -------           -------

CASH, ENDING                                              206               270               206
                                                      =======           =======           =======

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for:
  - Interest                                               --                --                --
                                                      =======           =======           =======
  - Income taxes                                           --                --                --
                                                      =======           =======           =======
</TABLE>

             - See Accompanying Notes to the Financial Statements -

                                       13
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIT
Cumulative from June 21, 2005 (Inception) to July 31, 2008
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         Deficit
                                                                                       Accumulated
                                                                         Additional     During the
                                                Common Shares             Paid-in      Exploration
                                            Number        Par Value       Capital         Stage           Total
                                           ---------      ---------      ---------      ---------       ---------
<S>                                       <C>           <C>              <C>           <C>              <C>
Balance June 21, 2005                             --      $      --      $      --      $      --       $      --
                                           ---------      ---------      ---------      ---------       ---------

Balance July 31, 2005                             --             --             --             --              --
                                           ---------      ---------      ---------      ---------       ---------
Common shares issued for cash:
  - March 2006 at $0.01 per share          5,000,000          5,000             --             --           5,000
  - March 2006 at $0.01 per share          1,300,000          1,300         11,700             --          13,000
  - April 2006 at &0.01 per share             75,000             75          7,425             --           7,500
  - May 2006 at $ 0.20 per share             150,000            150         29,850             --          30,000

Net Loss                                          --             --             --        (32,125)        (32,125)
                                           ---------      ---------      ---------      ---------       ---------

Balance, July 31, 2006                     6,525,000          6,525         48,975        (32,125)         23,375
                                           ---------      ---------      ---------      ---------       ---------
Net Loss                                          --             --             --        (33,605)        (33,605)
                                           ---------      ---------      ---------      ---------       ---------

Balance, July 31, 2007                     6,525,000          6,525         48,975        (65,730)        (10,230)
                                           ---------      ---------      ---------      ---------       ---------
Net Loss                                          --             --             --        (17,924)        (17,924)
                                           ---------      ---------      ---------      ---------       ---------

Balance, July 31, 2008                     6,525,000      $   6,525      $  48,975      $ (83,654)      $ (28,154)
                                           =========      =========      =========      =========       =========
</TABLE>

             - See Accompanying Notes to the Financial Statements -

                                       14
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
--------------------------------------------------------------------------------

1. NATURE OF OPERATIONS

   The Company was  incorporated  in the State of Nevada on June 21, 2005 and is
   in the  exploration  stage.  The  Company is in the  business  of  acquiring,
   exploring and developing  mineral  properties.  The  recoverability  of costs
   incurred for  acquisition  and  exploration of the property will be dependent
   upon the discovery of economically recoverable reserves,  confirmation of the
   Company's interest in the underlying property,  the ability of the Company to
   obtain  necessary  financing to explore its mineral  property and to complete
   the  development  of the property and upon future  profitable  production  or
   proceeds from the sale thereof.

   These financial  statements have been prepared on a going concern basis which
   assumes the  Company  will be able to realize  its assets and  discharge  its
   liabilities in the normal course of business for the foreseeable  future. The
   Company has incurred losses of $83,654 since inception and further losses are
   anticipated  in the  development  of its  business  raising  doubt  about the
   Company's ability to continue as a going concern.  The ability to continue as
   a  going  concern  is  dependent  upon  the  Company  generating   profitable
   operations in the future and/or obtaining the necessary financing to meet its
   obligations and repay its liabilities arising from normal business operations
   when they come due.  Management  intends to finance  operating costs over the
   next twelve months with existing cash on hand and loans from directors and or
   private placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   BASIS OF PRESENTATION

   The financial statements of the Company have been prepared in accordance with
   generally accepted accounting  principles in the United States of America and
   are presented in US dollars.

   EXPLORATION STAGE COMPANY

   The Company  complies with Financial  Accounting  Standards  Board  Statement
   ("FASB") No. 7 "Accounting and Reporting by Development Stage Enterprises" in
   its characterization of the Company as an exploration stage enterprise.

   MINERAL INTERESTS

   The  Company  is  primarily  engaged  in  the  acquisition,  exploration  and
   development of mineral  properties.  Mineral property  acquisition  costs are
   capitalized in accordance with EITF 04-2. Mineral property  exploration costs
   are expensed as incurred. When it has been determined that a mineral property
   can be economically developed as a result of establishing proven and probable
   reserves, the costs incurred to develop such property are capitalized.

   USE OF ESTIMATES AND ASSUMPTIONS

   The preparation of financial statements in conformity with generally accepted
   accounting  principles  requires management to make estimates and assumptions
   that affect the reported  amounts of assets and liabilities and disclosure of
   contingent assets and liabilities at the date of the financial statements and
   the  reported  amounts of revenues  and  expenses  during the period.  Actual
   results could differ from those estimates.

                                       15
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   FOREIGN CURRENCY TRANSLATION

   The  financial   statements  are  presented  in  United  States  dollars.  In
   accordance with No. 52, "Foreign Currency  Translation",  foreign denominated
   monetary  assets and  liabilities  are  translated  into their United  States
   dollar  equivalents  using  foreign  exchange  rates which  prevailed  at the
   balance sheet date. Non monetary  assets are translated at the exchange rates
   prevailing at the  transaction  date.  Revenue and expenses are translated at
   average rates of exchange  during the year.  Gains or losses  resulting  from
   foreign currency transactions are included in results of operations.

   FAIR VALUE OF FINANCIAL INSTRUMENTS

   The  carrying  value of cash,  accounts  payable and amounts due to a related
   party  approximates  its fair value  because of the short  maturity  of these
   instruments.  Unless otherwise noted, it is management's  opinion the Company
   is not exposed to significant interest, currency or credit risks arising from
   these financial instruments.

   ENVIRONMENTAL COSTS

   Environmental  expenditures that relate to current operations are expensed or
   capitalized as appropriate. Expenditures that relate to an existing condition
   caused by past  operations,  and which do not contribute to current or future
   revenue generation, are expensed. Liabilities are recorded when environmental
   assessments  and/or  remedial  efforts  are  probable,  and the  cost  can be
   reasonably estimated.  Generally, the timing of these accruals coincides with
   the earlier of completion of a feasibility study or the Company's commitments
   to plan of action based on the then known facts.

   INCOME TAXES

   The Company  follows the  liability  method of  accounting  for income taxes.
   Under this method,  deferred income tax assets and liabilities are recognized
   for the estimated tax  consequences  attributable to differences  between the
   financial  statement  carrying values and their  respective  income tax basis
   (temporary  differences).  The  effect on  deferred  income  tax  assets  and
   liabilities  of a change in tax rates is  recognized  in income in the period
   that includes the enactment date.  Potential  benefit of net operating losses
   have not been  recognized in these financial  statements  because the Company
   cannot be assured it is more  likely  than not that it will  utilize  the net
   operating  losses carried forward in future years.  Valuation  allowances are
   established when necessary to reduce deferred income tax assets to the amount
   expected to be realized.

   In June 2006,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
   Interpretation  No. 48,  "Accounting  for  Uncertainty  in Income  Taxes,  an
   interpretation  of FASB  Statement No. 109" ("FIN 48").  FIN 48 clarifies the
   accounting for  uncertainty in income taxes by prescribing a two-step  method
   of first  evaluating  whether a tax  position  has met a more likely than not
   recognition  threshold and, second,  measuring that tax position to determine
   the amount of benefit to be recognized in the  financial  statements.  FIN 48
   provides  guidance on the  presentation of such positions within a classified
   balance  sheet  as  well  as  on  de-recognition,   interest  and  penalties,
   accounting in interim periods,  disclosure and transition. FIN 48 was adopted
   by the Company on August 1, 2007.

                                       16
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   BASIC AND DILUTED LOSS PER SHARE

   The  Company  computes  loss  per  share in  accordance  with  SFAS No.  128,
   "Earnings per Share" which  requires  presentation  of both basic and diluted
   earnings per share on the face of the statement of operations. Basic loss per
   share is computed by dividing net loss  available to common  shareholders  by
   the weighted  average number of outstanding  common shares during the period.
   Diluted loss per share gives effect to all dilutive  potential  common shares
   outstanding  during the period including stock options and warrants using the
   treasury stock method.  Dilutive loss per share excludes all potential common
   shares if their effect is anti-dilutive.

   STOCK-BASED COMPENSATION

   The Company has not adopted a stock option plan and has not granted any stock
   options. Accordingly no stock-based compensation has been recorded to date.

   RECENT ACCOUNTING PRONOUNCEMENTS

   In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
   Consolidated  Financial  Statements"  ("SFAS No. 160"). This Statement amends
   Accounting  Research  Bulletin  (ARB)  No.  51 to  establish  accounting  and
   reporting  standards  for  the  non-controlling   (minority)  interest  in  a
   subsidiary and for the  deconsolidation of a subsidiary.  It clarifies that a
   non-controlling  interest in a  subsidiary  is an  ownership  interest in the
   consolidated  entity that  should be  reported as equity in the  consolidated
   financial statements. SFAS No. 160 is effective for the Company's fiscal year
   beginning June 1, 2009.  Management has determined  that the adoption of this
   standard will not have an impact on the Company's financial statements.

   In March 2008,  the FASB issued SFAS No. 161,  Disclosures  about  Derivative
   Instruments and Hedging Activities. SFAS 161 is intended to improve financial
   reporting about  derivative  instruments and hedging  activities by requiring
   enhanced  disclosures to enable investors to better  understand their effects
   on an entity's financial  position,  financial  performance,  and cash flows.
   SFAS 161 achieves  these  improvements  by requiring  disclosure  of the fair
   values of  derivative  instruments  and their  gains and  losses in a tabular
   format.  It also provides  more  information  about an entity's  liquidity by
   requiring  disclosure  of derivative  features that are credit  risk-related.
   Finally, it requires  cross-referencing  within footnotes to enable financial
   statement users to locate important information about derivative instruments.
   SFAS 161 will be effective for financial  statements  issued for fiscal years
   and interim  periods  beginning on March 1, 2009,  and will be adopted by the
   Company  beginning  in the year ending July 31,  2010.  The Company  does not
   expect  there  to be any  significant  impact  of  adopting  SFAS  161 on the
   Company's financial statements.

   In May 2008,  the FASB issued  SFAS No.  162,  "The  Hierarchy  of  Generally
   Accepted  Accounting  Principles."  This Statement  identifies the sources of
   accounting  principles  and the framework for selecting the  principles to be
   used in the preparation of financial  statements of nongovernmental  entities
   that  are  presented  in  conformity  with  generally   accepted   accounting
   principles  (GAAP) in the United States (the GAAP hierarchy).  This Statement
   will not have an impact on the Company's financial statements.

                                       17
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   In May  2008,  the  FASB  issued  SFAS No.  163,  "Accounting  for  Financial
   Guarantee Insurance  Contracts,  an interpretation of FASB Statement No. 60."
   The scope of this Statement is limited to financial  guarantee insurance (and
   reinsurance) contracts, as described in this Statement, issued by enterprises
   included within the scope of Statement 60.  Accordingly,  this Statement does
   not apply to financial  guarantee  contracts  issued by enterprises  excluded
   from the  scope of  Statement  60 or to some  insurance  contracts  that seem
   similar  to  financial  guarantee  insurance  contracts  issued by  insurance
   enterprises (such as mortgage guaranty insurance or credit insurance on trade
   receivables).  This  Statement  also  does not apply to  financial  guarantee
   insurance contracts that are derivative instruments included within the scope
   of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
   Activities."  This  Statement  will  not  have  an  impact  on the  Company's
   financial statements.

3. MINERAL INTERESTS

   TELLURIC GOLD CLAIM, BRITISH COLUMBIA, CANADA

   By a Bill of Sale dated May 1, 2006,  the Company  acquired a 100%  undivided
   right,  title and interest in and to the Telluric  Gold Claim  located in the
   province of British Columbia,  Canada from an unrelated party.  Consideration
   for the acquisition was $20,000.  Cumulative  property costs of $39,015 (July
   31 2007 - $39,015) were charged to  operations.  Subsequent to July 31, 2008,
   the Company concluded that the Telluric Gold Claims exploration  results were
   not satisfactory and decided to abandon the claim.

4. RELATED PARTY TRANSACTIONS

   At July  31,  2008,  $14,715  (2007 -  $3,000)  is due to an  officer  of the
   Company. This amount is non-interest bearing, unsecured, with no stated terms
   or repayment. Related party transactions are measured at the exchange amount,
   which is the amount agreed to between the related parties.

5. CAPITAL STOCK

   The  total  number  of  common  shares  authorized  that may be issued by the
   Company  is  75,000,000  shares  with a par  value  of one  tenth of one cent
   ($0.001) per share and no other class of shares is authorized.

   At July 31, 2008, there were no outstanding stock options or warrants.

                                       18
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes to the Financial Statements
July 31, 2008
--------------------------------------------------------------------------------

6. INCOME TAXES

As of July 31,  2008,  the  Company  had net  operating  loss carry  forwards of
approximately  $84,000  (2007 - $66,000)  that may be available to reduce future
years'  taxable  income  through 2028.  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 deferred tax asset  relating
to these tax loss carry-forwards.

The provision  for income taxes  reported  differs from the amounts  computed by
applying  aggregate  income tax rates for the loss before tax  provision  are as
follows:

                                                    2008                2007
                                                  --------            --------

Loss before income taxes                          $(17,924)           $(33,605)
Statutory tax rate                                      35%                 35%
                                                  ========            ========
Expected recovery of income taxes computed
 at standard rates                                   6,723              11,762

Valuation Allowance                                 (6,723)            (11,762)
                                                  --------            --------
Income tax provision                              $     --            $     --
                                                  ========            ========

The approximate tax effect of each type of temporary  difference that gives rise
to the Company's deferred tax assets and liabilities are as follows:

                                                     2008                2007
                                                   --------            --------
Components of deferred tax assets
   Non capital loss carry forwards                 $ 29,400            $ 23,100

   Less: Valuation allowance                        (29,400)            (23,100)
                                                   --------            --------

Net deferred tax asset                             $     --            $     --
                                                   ========            ========

Inherent  uncertainties  arise over tax positions taken with respect to transfer
pricing, related party transactions, tax credits, tax based incentives and stock
based transactions. Management has considered the likelihood and significance of
possible penalties associated with its current and intended filing positions and
has determined,  based on their assessment,  that such penalties,  if any, would
not be expected to be material.

                                       19
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of the Evaluation Date.

                                       20
<PAGE>
Management assessed the effectiveness of the Company's internal control over
financial reporting as of Evaluation Date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting. We have an
inadequate number of personnel to properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee and we have no outside directors on
the Board of Directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our Chief Executive Officer and Chief Financial Officer,
has discussed the material weakness noted above with our independent registered
public accounting firm. Due to the nature of this material weakness, there is a
more than remote likelihood that misstatements which could be material to the
annual or interim financial statements could occur that would not be prevented
or detected.

This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date.

CEO AND CFO CERTIFICATIONS

Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.

                                       21
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The officers and directors of Madrona Ventures Inc., whose one year terms will
expire on 07/01/09, or at such a time as their successor(s) shall be elected and
qualified are as follows:

Name & Address           Age      Position    Date First Elected    Term Expires
--------------           ---      --------    ------------------    ------------
Reese Baglole            29      President,        6/21/05            7/01/09
245 King George Hwy              Secretary,
Brantford, ON                    Treasurer,
Canada N3R 7N7                   CFO, CEO &
                                 Director

Dave Shaw                61      Director          6/21/05            7/01/09
332-118 Wyse Road
Dartmouth, Nova Scotia
Canada B3A 1N7

The persons named above are promoters of Madrona Ventures Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. Directors are elected to serve until the next annual
meeting of stockholders and until their successors have been elected and
qualified. Officers are appointed to serve until the meeting of the board of
directors following the next annual meeting of stockholders and until their
successors have been elected and qualified.

Our directors currently devote as much time as the board of directors deems
necessary to manage the affairs of the company.

Neither of our officers and directors has been the subject of any order,
judgment, or decree of any court of competent jurisdiction, or any regulatory
agency permanently or temporarily enjoining, barring, suspending or otherwise
limiting them from acting as an investment advisor, underwriter, broker or
dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

Neither has been convicted in any criminal proceeding (excluding traffic
violations) and are not the subject of a criminal proceeding which is currently
pending.

RESUMES

REESE BAGLOLE has been President, CEO, Treasurer, CFO, Secretary and Director of
the Company since inception.

From 2001 to the present he has been employed by Esco, Ltd. as a welder. Esco,
Ltd. is an offshore drilling rig company.

1996 Graduate of Hugh Sutherland High School in Carstair, Alberta, Canada.

                                       22
<PAGE>
DAVE SHAW has been Director of the Company since inception.

From 2003 to the present he has been retired. The 10 years prior to retirement
Mr. Shaw was employed as a welder and pipe fitter for Petro Canada, a petroleum
supply company.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations, only one officer and two directors, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and employees.

ITEM 11.  EXECUTIVE COMPENSATION

Our current officers receive no compensation. The current Board of Directors is
comprised solely of Reese Baglole and Dave Shaw.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                 Other
Name &                                           Annual      Restricted                            All Other
Principal                                       Compen-        Stock         Options      LTIP      Compen-
Position         Year    Salary($)   Bonus($)   sation($)    Award(s)($)     SARs(#)   Payouts($)  sation($)
--------         ----    ---------   --------   ---------    -----------     -------   ----------  ---------
<S>             <C>     <C>         <C>        <C>          <C>             <C>        <C>        <C>
R Baglole        2008       -0-         -0-        -0-           -0-           -0-        -0-         -0-
President        2007       -0-         -0-        -0-           -0-           -0-        -0-         -0-
                 2006       -0-         -0-        -0-           -0-           -0-        -0-         -0-

D Shaw           2008       -0-         -0-        -0-           -0-           -0-        -0-         -0-
Director         2007       -0-         -0-        -0-           -0-           -0-        -0-         -0-
                 2006       -0-         -0-        -0-           -0-           -0-        -0-         -0-
</TABLE>

There are no current employment agreements between the company and its executive
officers.

In February 2006, a total of 5,000,000 shares of common stock were issued to
Reese Baglole and David Shaw in exchange for cash in the amount of $5,000 U.S.,
or $.001 per share.

The terms of these stock issuances were as fair to the company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.

Reese Baglole and Dave Shaw currently devote approximately 5-7 hours per week to
manage the affairs of the company. They have agreed to work with no remuneration
until such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

                                       23
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Madrona Ventures
Inc. voting securities by officers, directors and major shareholders as well as
those who own beneficially more than five percent of our common stock as of the
date of this report:

      Name of                         No. of            Percentage
Beneficial Owner(1)                   Shares           of Ownership:
-------------------                   ------           -------------

Reese Baglole                       2,500,000              25%

Dave Shaw                           2,500,000              25%

Officers and
 Directors as a Group               5,000,000              50%

----------
(1)  The persons named may be deemed to be a "parent" and "promoter" of the
     Company, within the meaning of such terms under the Securities Act of 1933,
     as amended.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February 2006, a total of 5,000,000 shares of Common Stock were issued to
Reese Baglole and Dave Shaw in exchange for $5,000 US, or $.001 per share. All
of such shares are "restricted" securities, as that term is defined by the
Securities Act of 1933, as amended, and are held by the officers and directors
of the Company. (See "Principal Stockholders".)

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $14,000, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended July 31, 2008.

The total fees charged to the company for audit services were $11,200 for
audit-related services were $4,000, for tax services were $1,200 and for other
services were $Nil during the year ended July 31, 2007.

                                       24
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

     Exhibit
     Number                         Description
     ------                         -----------

     * 3(i)                 Articles of Incorporation
     * 3(ii)                Bylaws
      31.1                  Sec. 302 Certification of CEO
      31.2                  Sec. 302 Certification of CFO
      32                    Sec. 906 Certification of CEO/CFO

----------
*    Incorporated by reference to our SB-2 Registration Statement filed on
     1/11/07

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


/s/ Reese Baglole                                             October 8, 2008
---------------------------------------                       ---------------
Reese Baglole, President & Director                                 Date
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting
Officer)


/s/ Dave Shaw                                                 October 8, 2008
---------------------------------------                       ---------------
Dave Shaw, Director                                                 Date

                                       25