U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year Ended July 31, 2007

                        Commission File Number 333-139915


                              Madrona Ventures Inc.
                 (Name of Small Business Issuer in Its Charter)

<TABLE>
<CAPTION>
<S>                                               <C>                               <C>
           NEVADA                                 1000                                N/A
(State or Other Jurisdiction of        (Primary Standard Industrial             (I.R.S. Employer
Incorporation or Organization)          Classification Code Number)            Identification No.)
</TABLE>

          102-5212 48th Street
   Red Deer, Alberta, Canada T4N 7C3                         (403) 770-8095
(Address of principal Executive Offices)                (Telephone & Fax Number)

        Empire Stock Transfer
   2470 St. Rose Parkway, Suite 304
       Henderson, NV  89074                    (702) 818-5898     (702) 974-1444
(Name and Address of Agent for Service)      (Telephone Number)     (Fax Number)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).[X]

As of July 31, 2007, 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 July 31, 2007.
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                                TABLE OF CONTENTS

PART I
Item 1.  Description of Business                                              3
Item 2.  Description of Property                                             13
Item 3.  Legal Proceedings                                                   13
Item 4.  Submission of Matters to a Vote of Securities Holders               13

PART II
Item 5.  Market for Common Equity, Related Stockholder Matters and
          Small Business Issuer Purchases of Equity Securities               13
Item 6.  Management's Discussion of Analysis or Plan of Operation            14
Item 7.  Financial Statements                                                18
Item 8.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                                27
Item 8A. Controls and Procedures                                             27

PART III
Item 9.  Directors, Executive Officers, Promoters and Control Persons        27
Item 10. Executive Compensation                                              28
Item 11. Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters                         29
Item 12. Certain Relationships and Related Transactions                      30
Item 13. Exhibits                                                            30
Item 14. Principal Accountant Fees and Services                              30

Signatures                                                                   31

                                       2
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                                     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. The source of information contained in this discussion is our geology
report that has been included as Exhibit 99.1 to this prospectus.

There is the likelihood of our mineral claim containing little or no economic
mineralization. The Telluric Gold Property, consisting of 2 Mineral Title
Submissions containing 40 cells totaling 1,099 acres, is the only property
currently in the company's portfolio. If our claim does not contain any reserves
all funds that we spend on exploration will be lost. Even if we complete our
current exploration program and are successful in identifying a mineral deposit
we will be required to expend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable mineral
deposit or reserve.

                                    GLOSSARY

Andesitic to basaltic composition -    a range of rock descriptions using the
                                       chemical make-up or mineral norms of the
                                       same.

Formation -                            the fundamental unit of similar rock
                                       assemblages used in stratigraphy.

Intermontane belt -                    between mountains (ranges), a usually
                                       longer than wide depression occurring
                                       between enclosing mountain ranges that
                                       supply erosional material to infill the
                                       basin.

Mineral tenure of British Columbia -   the rights, privileges and obligations
                                       specified, by the acquisition of mineral
                                       tenure, in the Mineral Tenure Act of the
                                       Province. Specifics of what a mineral
                                       tenure holder can, cannot and must do to
                                       hold mineral title in British Columbia,
                                       Canada. Since B.C. is a Provincial
                                       jurisdiction mineral tenure lies with the
                                       province unless federal jurisdiction is
                                       encroached, i.e. fisheries or if the
                                       mineral activity takes place in a federal
                                       territory, i.e. Nunavit. Also a federally
                                       chartered company may have to use
                                       Canadian (federal) rules and regulations.

Upper Triassic age Nicola Group -      upper Triassic refers to rock units of
                                       similar age within the range of 213 -248
                                       million year, before the present. Age
                                       descriptions often use the adjectives,
                                       lower-middle-upper to further define the
                                       position of age. To constitute a group it
                                       must be composed of at least two
                                       formations.

                                       3
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GENERAL INFORMATION

The one property in our portfolio is the Telluric Gold Property, consisting of
1,099 acres, included within 40 cells. The claims were staked using the British
Columbia Mineral Titles Online computer Internet system and assigned Tenure No.
518818 and 518828 and are good to August 8, 2008.

The mineral claim property is located in South Central British Columbia, Canada,
60 km north-northwest of the City of Kamloops on NTS Sheet 92P (Latitude: 51(0)
39' 12"N and Longitude: 122(0) 33' 10" W). The property can be reached by road
from Kamloops by following paved Highway 1 west to 8 km west of the Community of
Savona and then north for 48 km along the Deadman River road to the Vidette Lake
Resort. One km past the Vidette Lake Resort, a ranch road branching north, gives
access to the B.C. Forest Service 3300 logging road. The property itself is
along the 3800 road, a southerly branch of the 3300 road. Total driving distance
from the Vidette Lake resort is 17.5 km. The nearest community with some basic
services is Savona, a town situated along the Trans-Canada Highway. The city of
Kamloops offers much of the necessary infrastructure required to base and
carry-out an exploration program (accommodations, communications, equipment and
supplies). Kamloops, B.C. is highway accessible from Vancouver, B.C. in a few
hours by traveling over the Coquihalla Highway. The property is situated on the
Fraser plateau, an area with gentle relief, but incised by the Deadman River.
Elevations on the property vary from 1180 to 1380 m above sea level. Vegetation
consists mainly of lodge pole pine and douglas fir. The climate is characterised
by hot and dry summers and cold but wetter winters. Most precipitation falls in
the form of snow during the wintertime. Snow cover prevails from mid November
until mid April.

We carried out phase one of the exploration work on the claim during the current
fiscal year. The future cost of exploration work on the property is disclosed in
detail in the Plan of Operation section of this prospectus.

There is not a plant or any equipment currently located on the property.

It is expected that the initial exploration phase will be supported by
generators. Water required for exploration and development of the claim is
available from several creeks and fresh water lakes located in the area.

It is concluded by our geologist that the claims are prospective for gold in
quartz veins. It is proposed to explore the area with geochemical methods. It is
recommended to do detailed and systematic bark sampling in the area.
Biogeochemical sampling has some potential to negate the effects of the glacial
cover especially if the cover does not exceed more than a few meters.
Specifically it is recommended to:

     1.   Establish a grid over a 1000 by 500 m area and centred on the Telluric
          Shaft. Lines should be oriented N25E across the strike of the known
          Telluric vein, extend 250m to the NE and 250m to the southwest. Trees
          are to be sampled at 25 m intervals west of the shaft, where
          overburden prevails and at 50 m intervals east of the shaft where the
          shear zone/vein is intermittently exposed over 150 m of strike.
     2.   Establish a grid over a 500 by 500m area around the Moon showing.
          Lines to be oriented north-south and spaced 100 meters apart. Trees to
          be sampled at 50 m intervals along lines.
     3.   If positive results are found from the bark sampling, a program of
          trenching with a backhoe of all areas with high gold in bark is
          recommended

                                       4
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The cost of phase the one exploration work, conducted during the current fiscal,
year was $7,568. The cost of the proposed 2nd phase of exploration work is
$6,297 and $19,756 for the 3rd phase. We plan to commence Phase 2 of the
exploration program in the spring of 2008.

The discussions contained herein are management's estimates based on information
provided by the professional geologist who prepared the geology report for the
project. Because we have not commenced our exploration program we cannot provide
a more detailed discussion of our plans if we find a viable store of minerals on
our property, as there is no guarantee that exploitable mineralization will be
found, the quantity or type of minerals if they are found and the extraction
process that will be required.

ACQUISITION OF THE MINERAL CLAIM

The Telluric Gold Property is assigned Tenure Numbers 518818 and 518828 and is
recorded in the name Andre Pauwels, the professional geologist. The claim was
staked by Mr. Pauwels on behalf of J. Lunshof on September 6, 2005. On March 15,
2006 Andre Pauwels, through a bill of sale, transferred his 100 % interest in
the claims to J. Lunshof. On May 1, 2006, J. Lunshof in turn sold a 100%
interest in the mineral claim to MADRONA VENTURES INC. All of the area of the
mineral claims is unencumbered Crown Land. The claim is in good standing to
August 8, 2008.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

Title to the property has already been granted to the company. The claim was
staked using the British Columbia Mineral Titles Online computer Internet
system. All claims staked in British Columbia require $0.40 per hectare worth of
assessment work to be undertaken in year 1 through 3, followed by $0.80 per
hectare per year thereafter. In order to retain title to the property
exploration work costs must be recorded and filed with the British Columbia
Department of Energy Mines and Petroleum Resources ("BCDM"). The BCDM charges a
filing fee, equal to 10% of the value of the work recorded, to record the work.

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The property is situated in South Central British Columbia; 60 km
north-northwest of the City of Williams Lake. The property can be reached by
road from Kamloops by following paved Highway 1 west to 8 km west of the
Community of Savona and then north for 48 km along the Deadman River road to the
Vidette Lake Resort. One km past the Vidette Lake Resort, a ranch road branching
north, gives access to the B.C. Forest Service 3300 logging road. The property
itself is along the 3800 road, a southerly branch of the 3300 road. Total
driving distance from the Vidette Lake resort is 17.5 km.

The nearest community with some basic services is Savona, a town situated along
the Trans-Canada Highway. The City of Kamloops is a regional population centre
with many services and amenities for industrial, educational and leisure
activities.

                                       5
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                    [MAP SHOWING THE TELLURIC GOLD LOCATION]




The property is situated on the Fraser plateau, an area with gentle relief, but
incised by the Deadman River. Elevations on the property vary from 1180 to 1380
m above sea level. Vegetation consists mainly of lodge pole pine and Douglas
fir. The climate is characterised by hot and dry summers and cold but wetter
winters. Most precipitation falls in the form of snow during the wintertime.
Snow cover prevails from mid November until mid April.

                                       6
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HISTORY

The general area, as most of British Columbia, is covered by regional stream
sediment surveys, systematic wide spaced aeromagnetic coverage and regional
geological mapping. These data were generated by the Geological Survey of Canada
and/or the BC Geological survey. From Historic records two gold showings are
known on the property: Telluric and Moon. The Telluric gold showing was
discovered in the early thirties and was described in some detail by a B.C.
government agent in 1936. Work at that time, consisting of a 15 m deep shaft and
some drifting along a shearrzone with goldbearing quartz veins, was done by the
same company that was mining at the Vidette Lake gold mine located 15 km to the
west of Telluric. Production at Telluric, if any, can only have been very small
considering the small volume of waste piles. Work on the property apparently
ceased when the Vidette Gold mine closed in 1930's

In 1987-89 the Telluric property was owned by M. Dickens and exploration work
consisted of prospecting and a small VLF-EM and ground magnetic survey.
Prospecting indicated that the area to the east of the shaft has some outcrop of
mafic volcanic with indications of the vein/shear zone in old trenches. However
no outcrop was found along the possible western extension of the vein/shearzone.
The VLF/magnetic survey was centered on the shaft but no conductivity or
magnetic signature was found to be associated with the shear zone.

Very little documentation is available on the Moon gold showing, located 2km
south of the Telluric showing. The only report is a mention in 1936 of a small
sample of quartz from a blast pit that assayed 0.02 oz/t of gold.

GEOLOGICAL SETTING

Regional and Local Geology

The main geological information for the area is mapping on a 1/250,000 scale by
the Geological Survey of Canada. These geological data are reproduced, in
slightly modified form, on the BC Geological survey's website:
(http://www.em.gov.bc.ca/Mining/Geolsurv/MapPlace/).

The property is situated in the intermontane morpho-geological belt of South
Central British Columbia. In general this belt, that runs parallel to the
general north-westerly trend of the Cordillera through the whole length of
British Columbia, is composed of volcanic and sedimentary rock ranging in age
from Devonian to Recent and has early Mesozoic to early Tertiary granitic
intrusions. Locally the oldest rocks are basaltic and andesitic rocks of the
Upper Triassic Nicola Group intruded by granodiorites of Triassic or Jurassic
age and belonging to the Thuya Batholith. These Mesozoic rocks occur as
erosional windows in a regionally persistent cover of Miocene to Pliocene
continental Basalt flows and coarse continental sediments of the Chilcotin
Group. The area has been subject to glaciation and glacial till mantles most of
the older rock formations.

No detailed geological work has been done in the area apart from some
prospecting in the immediate vicinity of the Telluric gold showing (Dickens
1987) and the description, dating from 1936, of a short drift and some test pits
on the Telluric showing. At Telluric gold is found in a narrow quartz veins that
occur within a 1 m wide shear zone in mafic volcanic rock that are attributed to
the Upper Triassic Nicola Group. The workings consist of a 15 m deep shaft that
gives access to a 7 m crosscut and a 40.2 meter long drift developed along the
shear zone and vein. The shear zone and vein are reported to strike 65 to 70

                                       7
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degrees northeast and dip steeply to the northeast. The best value reported
underground in 1936 in quartz was 0.3 oz/t Au over 8 inches. Surface pits
indicate that the shear zone appears to be continuous over 150 m to the
east-southeast of the Telluric shaft. Assays reported in 1936 from surface pits
were 0.2 oz/t over 18 inches and 0.1 oz/t Au over 18 inches. Small amounts of
sphalerite, chalcopyrite and tretrahedrite were also reported.

The area of the Moon showing also appears to be underlain by basic volcanic
rocks and is generally lacking in outcrop.

PROPERTY MINERALIZATION

The area of the claims is prospective for gold in quartz veins. Results to date
indicate a 150 m long rather narrow shear zone with gold bearing quartz at the
Telluric showing and a single indication of gold in quartz at the Moon showing,
which is located 2 km south southwest of the Telluric showing. The shear and
vein occur in metamorphic basic volcanic rocks. Past prospecting indicated that
most of the area is covered by glacial drift. It was then noted that the area to
the west of the Telluric showing was entirely drift covered. Limited VLF-EM and
magnetic surveys were not found to be useful in tracing the shear zone with gold
bearing quartz. No follow-up work has been reported on the Moon gold showing and
no geochemical sampling has been reported on either showing. It is concluded
that the claims are prospective for gold in quartz veins.

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in Canada and around the world for
the sale of minerals. Therefore, we will likely be able to sell any minerals
that we are able to recover.

We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. If we are unsuccessful in securing the products, equipment
and services we need we may have to suspend our exploration plans until we are
able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

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.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.

                                       8
<PAGE>
The initial steps of exploration can be carried out without permitting or
notification to any government body as it is deemed "low-disturbance/low-impact"
by the British Columbia Department of Energy Mines and Petroleum Resources
(BCDM).

With respect to the mechanized trenching or diamond drilling a plan of operation
will need to be filed with the BCDM. This plan will detail the extent, location
and amount of surface disturbance for the trenching and/or drilling. As the
amount of trenching and drilling (initially) will be limited, the permit should
be issued within 30 days. We will be required to obtain a refundable bond in the
amount of $2,000 - $3,000 (depending on the anticipated amount of disturbance).
The bond is to ensure that we reclaim or repair the disturbance caused by the
trenching and drilling. Usually this reclaiming work entails filling in and
smoothing the surface at trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the site of any disturbance.

In the event that trees larger than 6 inches in diameter need to be cut down, a
permit will need to be obtained from the BC Ministry of Forests. This usually
takes less than 30 days to obtain. We will try to adjust the areas we work at
and trench around larger trees to avoid any disturbance to larger trees. If the
disturbance to larger trees is unavoidable then a permit to cut will be
obtained.

There are nominal costs involved in obtaining the BCDM or Forestry permits (less
than $100.00). The bond required by the BCDM is returned (with interest) upon
proper clean up of the site. There will be costs for the crew and equipment
required to fill in the trenches etc., but as heavy equipment is available
locally, and the amount of disturbance is expected to be minimal, the costs will
be most likely be less than $2,500.

All claims staked in British Columbia require $0.40 per hectare worth of
assessment work to be undertaken in year 1 through 3, followed by $0.80 per
hectare per year thereafter. In order to retain title to the property
exploration work costs must be recorded and filed with the British Columbia
Department of Energy Mines and Petroleum Resources ("BCDM"). The BCDM charges a
filing fee, equal to 10% of the value of the work recorded, to record the work.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

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.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

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

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

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

                                       9
<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-B for a small business issuer under the Securities Exchange Act
of 1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10K-SB annually
and Form 10Q-SB 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.

RISK FACTORS

WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE ONLY RECENTLY COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.

     We have only recently commenced exploration on the Telluric Gold Property.
     Accordingly, we have no way to evaluate the likelihood that our business
     will be successful. We were incorporated on June 21, 2005 and to date have
     been involved primarily in organizational activities and the acquisition of
     the mineral claim. 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 the 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.

                                       10
<PAGE>
     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.

     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.

THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.

     There is the likelihood of our mineral claim containing little or no
     economic mineralization or reserves of minerals. We have a geological
     report and the claim has been staked per British Columbia regulations.
     However; there is the possibility that our claim does not contain any
     reserves, resulting in any funds spent on exploration being lost.

BECAUSE WE HAVE NOT SURVEYED THE CLAIM, WE MAY DISCOVER MINERALIZATION ON THE
CLAIM THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.

     While we have conducted a mineral claim title search, this should not be
     construed as a guarantee of claim boundaries. Until the claim is surveyed,
     the precise location of the boundaries of the claim may be in doubt. If we
     discover mineralization that is close to the claim boundaries, it is
     possible that some or all of the mineralization may occur outside the
     boundaries. In such a case we would not have the right to extract those
     minerals.

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

     If our exploration program is successful in establishing ore of commercial
     tonnage and grade, we will require additional funds in order to advance the
     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.

IF ACCESS TO OUR MINERAL CLAIM IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.

                                       11
<PAGE>
     It is possible that snow or rain could cause the mining roads providing
     access to our claim to become impassable. The area where the claim is
     located experiences significant precipitation, most of it snow in the
     wintertime. Winters generally last from November through mid-March. If the
     roads are impassable we would be delayed in our exploration timetable.

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 Canadian mining law, 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 our initial exploration
     phase, if we identify exploitable minerals and proceed to excavation
     operations on the 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
     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.

                                       12
<PAGE>
     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 102-5212 48th Street, Red Deer, Alberta 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, 2007.

                                     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 one year 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.

                                       13
<PAGE>
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, 2007, 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.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

We have generated no revenue since inception and have incurred $65,730 in
expenses through July 31, 2007.

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

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

                    Cash                          $    270
                    Total assets                  $    270
                    Total liabilities             $ 10,500
                    Shareholders' equity          $(10,230)

There was no cash provided by financing activities for the year ended July 31,
2007.

                                       14
<PAGE>
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.

PLAN OF OPERATION

Our plan of operation for the next twelve months is to complete phases 2 and 3
of the exploration program on our claim consisting of detailed prospecting,
mineralization mapping, Magnetometer, grid controlled surveys over the areas of
interest, induced polarization survey over grid controlled anomalous areas of
interest, hoe or bulldozer trenching, mapping and sampling of bedrock anomalies.
In addition to the costs we anticipate for Phases 2 and 3 of the exploration
program as outlined below, we anticipate spending an additional $5,000 on
professional fees, including fees payable in connection complying with reporting
obligations, and general administrative costs. 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 plan to commence Phase 2 of the exploration program on the claim in the
spring of 2008. We expect this phase to take 10 days to complete and an
additional one to two months for the geologist to receive the results from the
assay lab and prepare his report.

We completed phase 1 of the exploration program during the current year. The
results of phase 1 indicated that further exploration work on the claims is
warranted. We anticipate commencing the second phase of our exploration program
in the spring of 2008. Subject to financing and the results of phase 2 we
anticipate commencing with phase 3 in fall 2008. We have a verbal agreement with
Andre Pauwels, the professional geologist who prepared the geology report on the
Telluric Gold Property, to retain his services for our planned exploration
program. We will require additional funding to proceed with any subsequent work
on the claim; we have no current plans on how to raise the additional funding.
We cannot provide any assurance that we will be able to raise sufficient funds
to proceed with any work after the first three phases of the exploration
program.

The following three phase exploration proposal and cost estimate is offered with
the understanding that consecutive phases are contingent upon positive
(encouraging) results being obtained from each preceding phase:

     1.   Establish a grid over a 1000 by 500 m area and centred on the Telluric
          Shaft. Lines should be oriented N25E across the strike of the known
          Telluric vein, extend 250m to the NE and 250m to the southwest. Trees
          are to be sampled at 25 m intervals west of the shaft, where
          overburden prevails and at 50 m intervals east of the shaft where the
          shear zone/vein is intermittently exposed over 150 m of strike.
     2.   Establish a grid over a 500 by 500m area around the Moon showing.
          Lines to be oriented north-south and spaced 100 meters apart. Trees to
          be sampled at 50 m intervals along lines.
     3.   If positive results are found from the bark sampling, a program of
          trenching with a backhoe of all areas with high gold in bark is
          recommended

                                       15
<PAGE>
                                     BUDGETS
1  SAMPLING TELLURIC                                           $CDN        US $
Travel                    2 man days                            600
Bark sampling             Technician 3 days                     600
Establishing Grid         Geologist 1 day/technician 1 day      600
Analysis                  150 samples @ $25 each               3750
Sample transport                                                100
Food Lodging              5 man-days $75 per day                375
Truck rental/gas                                                400
Report/drafting                                                1500
                                                       TOTAL   7925        8081
                                                               ----        ----
2 SAMPLING MOON
Travel                    2 man days                            600
Bark sampling             Technician 1 days                     200
Establishing Grid         Geologist 1 day/technician 1 day      600
Analysis                  60samples @ $25 each                 3750
Sample transport                                                 50
Food Lodging              3 man-days $75/day                    225
Truck rental/gas                                                250
Report/drafting                                                 500
                                                       TOTAL   6175        6297
                                                               ----        ----
3  TRENCHING
Backhoe rental            5 days @ 600/day                     3000
Permitting                                                     4000
Mobe /Demobe                                                   3000
Supervision sampling      Geologist  5 days                    2500
Travel                    Geologist  2 days                    1000
Food and Lodging          5 days @ $75/day                      375
Truck rental /gas         7 days                                500
Report and drafting                                            1500
Analysis                                                       1500
Contingency                                                    2000
                                                       TOTAL  19375       19756
                                                              -----       -----
                                                                          34134

We currently do not have enough funds on hand to conduct further exploration on
our claims. We had budgeted $8,081 for the first phase of the exploration
program, the actual costs were $7,568. To complete phases two and three will
require additional funding. 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

                                       16
<PAGE>
funding from the sale of our common stock to fund the third phase of the
exploration program. We do not have any arrangements in place for any future
equity financing. Our management is prepared to provide us with short-term
loans, although no such arrangement has been made.

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 the Green
Energy Claims. 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. We may also pursue acquiring interests in alternate mineral properties in
the future.

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-KSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-KSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.

All written forward-looking statements made in connection with this Form 10-KSB
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

                                       17
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS

                              MADRONA VENTURES INC.
                         (An Exploration Stage Company)
                              FINANCIAL STATEMENTS
                                  JULY 31, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               19

BALANCE SHEETS                                                        20

STATEMENTS OF OPERATIONS                                              21

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)                           22

STATEMENTS OF CASH FLOWS                                              23

NOTES TO THE FINANCIAL STATEMENTS                                     24


                                       18
<PAGE>
   [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS]



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the balance  sheets of Madrona  Ventures  Inc.  (an  exploration
stage  company) as at July 31, 2007 and 2006 and the  statements of  operations,
stockholders'  equity  (deficit) and cash flows for the years then ended and the
period  from  June 21,  2005  (Inception)  to July  31,  2007.  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 the Company as at July 31, 2007 and 2006 and
the  results  of its  operations  and its cash  flows for the years then and the
period  from June 21,  2005  (Inception)  to July 31,  2007 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,  to date the Company  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 finance 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/ DALE MATHESON CARR-HILTON LABONTE LLP
                                                           CHARTERED ACCOUNTANTS

Vancouver, Canada
September 25, 2007

                                       19
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                July 31,         July 31,
                                                                 2007              2006
                                                                 - $ -             - $ -
                                                                -------           -------
<S>                                                                 <C>            <C>
ASSETS

Current assets
  Cash                                                              270            30,822
                                                                =======           =======
LIABILITIES

Current liabilities
  Accounts payable and accrued liabilities                        7,500             7,447
  Due to a related party (Note 4)                                 3,000                --
                                                                -------           -------
                                                                 10,500             7,447
                                                                -------           -------
STOCKHOLDERS' EQUITY
  Common stock (Note 5)
   Authorized:
   75,000,000 common shares with a par value of $0.001
   Issued and outstanding:
   6,525,000 common shares (2006 - 6,525,000)                     6,525             6,525
  Additional paid in capital                                     48,975            48,975
  Deficit accumulated during the exploration stage              (65,730)          (32,125)
                                                                -------           -------
                                                                (10,230)           23,375
                                                                -------           -------

                                                                    270            30,822
                                                                =======           =======
</TABLE>

                           - See Accompanying Notes -

                                       20
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Period from
                                                                     June 21, 2005       Cumulative from
                                                                    (Inception) to        June 21, 2005
                                                  Year ended          Year ended         (Inception) to
                                                   July 31,            July 31,              July 31,
                                                    2007                 2006                 2007
                                                    - $ -                - $ -                - $ -
                                                  ----------           ----------           ----------
<S>                                              <C>                   <C>                <C>
EXPENSES
  General and administrative                          26,037                  678               26,715
  Mineral Interests (Note 3)                           7,568               31,447               39,015
                                                  ----------           ----------           ----------

NET LOSS                                              33,605               32,125               65,730
                                                  ==========           ==========           ==========

BASIC AND DILUTED NET LOSS PER SHARE                   (0.01)               (0.02)
                                                  ==========           ==========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING      6,525,000            2,003,219
                                                  ==========           ==========
</TABLE>


                           - See Accompanying Notes -

                                       21
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the period June 21, 2005 (Inception) to July 31, 2007
--------------------------------------------------------------------------------

<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 $0.001 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 $0.10 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)
                                           =========      =========      =========      =========       =========
</TABLE>


                           - See Accompanying Notes -

                                       22
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         Cumulative from
                                                                                          June 21, 2005
                                                  Year ended          Year ended         (Inception) to
                                                   July 31,            July 31,              July 31,
                                                    2007                 2006                 2007
                                                    - $ -                - $ -                - $ -
                                                  ----------           ----------           ----------
<S>                                              <C>                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                         (33,605)             (32,125)             (65,730)
  Changes in non cash working capital items:
    Accounts payable and accrued liabilities            53                7,447                7,500
                                                   -------              -------              -------

Net cash used in operations                        (33,552)             (24,678)             (58,230)
                                                   -------              -------              -------
CASH FLOWS FROM FINANCING ACTIVITIES
  Shares issued for cash                                --               55,500               55,500
  Due to a related party                             3,000                   --                3,000
                                                   -------              -------              -------

Net cash provided by financing activities            3,000               55,500               58,500
                                                   -------              -------              -------

CHANGE IN CASH                                     (30,552)              30,822                  270

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

CASH, ENDING                                           270               30,822                  270
                                                   =======              =======              =======

SUPPLEMENTAL CASH FLOW INFORMATION:

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

                           - See Accompanying Notes -

                                       23
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2007
--------------------------------------------------------------------------------

1. NATURE OF OPERATIONS

   The Company was  incorporated  in the State of Nevada on June 21, 2005 and is
   in  the  exploration   stage.  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 $65,730 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 when management has determined that
   probable future benefits consisting of a contribution to future cash inflows,
   have been  identified and adequate  financial  resources are available or are
   expected  to  be  available  as  required  to  meet  the  terms  of  property
   acquisition and budgeted  exploration and development  expenditures.  Mineral
   property  acquisition  costs are  expensed as incurred  if the  criteria  for
   capitalization is not met. 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.  As of
   the date of  these  financial  statements,  the  Company  has  incurred  only
   acquisition  and  exploration  costs  which have been  expensed.  To date the
   Company has not  established  any proven or probable  reserves on its mineral
   properties.

   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.

                                       24
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2007
--------------------------------------------------------------------------------

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 accrued  liabilities,  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.

   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 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 February  2007,  the FASB issued SFAS No. 159,  "The Fair Value Option for
   Financial Assets and Financial Liabilities".  This Statement permits entities
   to choose to measure many financial assets and financial  liabilities at fair
   value.  Unrealized  gains and losses on items for which the fair value option
   has been  elected are reported in  earnings.  SFAS No. 159 is  effective  for
   fiscal years  beginning  after  November  15, 2007.  The Company is currently
   assessing the impact of SFAS No. 159 on its financial position and results of
   operations.

                                       25
<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2007
--------------------------------------------------------------------------------

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 2006-$31,447) were charged to operations.

4. RELATED PARTY TRANSACTION

   At July 31,  2007,  $3,000  (2006 - nil) is due to a director of the Company.
   This  amount is  non-interest  bearing,  unsecured,  with no stated  terms of
   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.

   During the year ended July 31, 2006, the Company issued  6,525,000  shares of
   common stock for total cash proceeds of $55,500.

   At July 31, 2007, there were no outstanding stock options or warrants.

6. INCOME TAXES

   As of July 31, 2007,  the Company had net  operating  loss carry  forwards of
   approximately  $66,000 that may be available to reduce future years'  taxable
   income through 2026. 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.

                                       26
<PAGE>
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

ITEM 8A - 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 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, including any
consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The officers and directors of Madrona Ventures Inc., whose one year terms will
expire on 07/01/08, 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            28      President,        6/21/05            7/01/08
102-5212 48th Street             Secretary,
Red Deer, Alberta                Treasurer,
Canada T4N 7C3                   CFO, CEO &
                                 Director

Dave Shaw                60      Director          6/21/05            7/01/08
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.

                                       27
<PAGE>
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 a offshore drilling rig company.

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

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 10 - EXECUTIVE COMPENSATION

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

                                       28
<PAGE>
                           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        2007       -0-         -0-        -0-           -0-           -0-        -0-         -0-
President        2006       -0-         -0-        -0-           -0-           -0-        -0-         -0-
                 2005       -0-         -0-        -0-           -0-           -0-        -0-         -0-

D Shaw           2007       -0-         -0-        -0-           -0-           -0-        -0-         -0-
Director         2006       -0-         -0-        -0-           -0-           -0-        -0-         -0-
                 2005       -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.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

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 annual 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.

                                       29
<PAGE>
ITEM 12 - 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 13 - 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
        32.1          Sec. 906 Certification of CEO
        32.2          Sec. 906 Certification of CFO

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

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The total fees charged to the company for audit services were $5,000 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.

For the year ended July 31, 2006, the total fees charged to the company for
audit services were $5,000, for audit-related services were $1,750, for tax
services were $1,200 and for other services were $Nil.

                                       30
<PAGE>
                                   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                                               November 6, 2007
-------------------------------------                           ----------------
Reese Baglole, President & Director                                  Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)


/s/ Dave Shaw                                                   November 6, 2007
-------------------------------------                           ----------------
Dave Shaw, Director                                                  Date


                                       31