UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549







FORM
10-K





þ ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year
ended October 31,
2008





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the transition
period from ___________ to ___________.





Commission file
number 000-52043









LABURNUM
VENTURES INC.


(Exact name of
registrant as specified in its charter)







Nevada
            98-0480810(State or
      Other Jurisdiction of Incorporation of Organization)
            (I.R.S.
      Employer Identification No.)







404
– 1155 Mainland Street


Vancouver,
BC, Canada, V6B 5P2


(Address
of principal executive offices) (ZIP Code)





(604)
731-7777


(Registrant’s
telephone number, including area code)





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





Securities
registered pursuant to Section 12(g) of the Exchange Act:Common
Stock, $0.001 par value





Indicate by check
mark whether the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes o Noþ





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 o Noþ





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 shorter period that the registrant as required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yesþ  No
o





Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§ 229.405 of this chapter) 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. Yes o Noþ




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





Large accelerated
filer o Accelerated filer  o  Non-accelerated
filer o  Smaller reporting companyþ





Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act) Yesþ





Aggregate market
value of the voting stock of the registrant held by non-affiliates of the
registrant at April 30, 2008 (computed by reference to the closing price of
$0.50 per share as of the last business day of the second fiscal quarter):$17,500,000





Number of common
shares outstanding at February
9, 2009: 60,000,000














TABLE
OF CONTENTS




PART IItem 1. Business
              3Item 1A. Risk Factors
              8Item 1B. Unresolved Staff Comments
              8Item 2. P roperties
              8Item 3. Legal Proceedings
              8Item 4. Submission of Matters to a Vote of Security
      Holders
              8PART IIItem 5. Market for Common Equity and Related Stockholder
      Matters
              9Item 6. Selected Financial Data
              10Item 7. Management's Discussion and Analysis of Financial
      Condition and Results of Operations
              10Item 7A. Quantitative and Qualitative Disclosures about
      Market Risk
              14Item 8. Financial Statements and Supplementary
      Data
              14Item 9. Changes In and Disagreements with Accountants on
      Accounting and Financial Disclosure
              15Item 9A(T). Controls and Procedures
              15Item 9B. Other Information
              16PART IIIItem 10. Directors, Executive Officers, Promoters and
      Control Persons; Compliance with Section 16(a) of the Exchange
      Act.
              17Item 11. Executive Compensation
              19Item 13. Certain Relationships, Related Transactions and
      Director Independence
              21PART IVItem 15. Exhibits and Financial Statement
      Schedules
              22





2




PARTI





Item
1.  Business





Forward-Looking
Statements





This annual report
contains forward-looking statements. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “could”, "may", "will",
"should", "expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.





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





As
used in this annual report, the terms "we", "us", "our", “the Company”, and
"Laburnum" mean Laburnum Ventures Inc. and all of our subsidiaries, unless
otherwise indicated.





All dollar amounts
in this annual report refer to US dollars unless otherwise
indicated.





Overview





We
were incorporated on March 11, 2004 under the laws of the State of Nevada. We
have been a pre-exploration stage company engaged in the acquisition and
exploration of mineral properties. We currently own a 100% undivided interest in
a mineral property located in the Province of British Columbia, Canada, that we
call the “Sum Mineral Claim”, but we do not intend to pursue this claim and we
are currently looking for other business opportunities.





We
completed Phase II of our exploration program, which included VLF (very low
frequency) and magnetometer surveys on certain areas of the Sum Mineral Claim.
In his report on the results of Phase II, our consulting geologist recommended
that we not proceed with any additional exploration on the Sum Mineral Claim as
the survey results did not indicate any anomalous mineral or structural trends.
Based on this recommendation, we have decided to abandon our exploration program
on the Sum Mineral Claim and are currently evaluating alternative business
opportunities.





3




On
March 17, 2008 we effected a 5 for 1 forward split of our issued and outstanding
common stock. Upon the surrender of their existing share certificates, all of
our shareholders will receive new share certificates representing five new
shares for each one existing share they owned on March 17, 2008. As a result of
the forward split, the number of shares of our issued and outstanding common
stock increased from 12,000,000 to 60,000,000. The number of shares that we are
authorized to issue did not change.





We
effected the forward split because our management believed that having a larger
number of outstanding shares would improve our financing and acquisition
opportunities. As a result of the forward split, we obtained a new CUSIP number
and received a new trading symbol. On March 17, 2008, our trading symbol on the
OTC Bulletin Board became “LBUV.OB”.





After deciding not
to pursue the Sum Mineral Claim our management decided to focus on acquiring one
or more operating businesses. Our efforts to identify a target business are not
limited to any particular industry. We do not currently have any specific
business combinations under consideration and have not identified a prospective
target business. Our business plan is therefore subject to the identification of
a potential target business and the negotiation of a definitive
agreement.





We
intend to initially focus our search on businesses in North America, but we will
also explore opportunities in international markets that are attractive to us.
We will focus our efforts on seeking a business combination with a privately
held business. We believe that owners of privately held small or middle-market
companies may seek to realize the value of their investments through a sale or
recapitalization or through a merger with a public company to access capital to
fund their growth.





There is no
assurance that we will successfully identify a potential target business, enter
into any definitive agreements with any target business, or finally consummate a
business combination with any potential target business. We have not engaged or
retained any agents or other representatives to identify or locate any potential
target businesses.





Acquisition
Strategy





We
have identified the following guidelines that we believe are important in
evaluating a prospective target business. We will use these guidelines in
evaluating business combination opportunities; however, we may decide to enter
into a business combination with a target business that does not meet all of
these guidelines. We may not be able to complete a business combination with any
target business that meets all or part of these guidelines due to our limited
human, capital and other resources. In the alternative, we may seek to
consummate a business combination with a company that may be financially
unstable or in its early stages of development or growth.





Established
company with positive cash flow.  We
intend to acquire an established company with a history of positive cash
earnings before interest, taxes, depreciation and amortization. We do not intend
to acquire a start-up company, a company with speculative business plans or a
company that we believe has significant risk attached to it.





Strong
competitive position in industry.  We
intend to analyze the strengths and weaknesses of a target business relative to
its competitors. The factors we will consider include product quality, customer
loyalty, cost impediments associated with customers switching to competitors,
patent protection, brand positioning and capitalization. We will seek to acquire
a business that has developed a strong position within its market, is well
positioned to capitalize on growth opportunities and operates in an industry
with significant barriers to entry. We will seek to acquire a business that
demonstrates advantages when compared to its competitors, which may help to
protect its market position and profitability.





Experienced
management team.  We will
seek to acquire a business that has an experienced management team with a proven
track record for delivering growth and profits. We believe that the operating
expertise of our management team will complement, not replace, the target
business’ management team.





Diversified
customer and supplier base.  We will
seek to acquire a business that has a diversified customer and supplier base. We
believe that a company with a diversified customer and supplier base is
generally better able to endure economic downturns, industry consolidation,
changing business preferences and other factors that may negatively impact its
customers, suppliers and competitors.





4




Competition





In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities with business objectives similar to
ours. There are many blank check companies seeking to carry out a business
plan similar to ours that have completed initial public offerings in the United
States. Furthermore, there are a number of additional blank check companies in
the registration process that have not yet completed initial public offerings,
and there are likely to be more blank check companies that have completed
initial public offerings before we are able to successfully consummate a
business combination.





We
may also be subject to competition from entities other than blank check
companies, which may be special acquisition companies or capital pool companies,
that have a business objective similar to ours, including venture capital firms,
leverage buyout firms and operating businesses looking to expand their
operations through the acquisition of a target business. Many of these entities
are well-established and have extensive experience identifying and effecting
business combinations either directly or through affiliates. Many of these
competitors possess greater technical, human and other resources than us and our
financial resources may be relatively limited in comparison to many of these
competitors.





While we believe
that numerous potential target businesses may be available for acquisition, our
ability to acquire a certain attractive target business will be limited by our
available financial resources. This inherent competitive limitation may give
others an advantage in pursuing the acquisition of a target business. The fact
that stockholder approval may delay the completion of a business combination is
an additional limitation that may be viewed unfavorably by certain target
businesses.





Any of these
factors may place us at a competitive disadvantage in successfully negotiating a
business combination. Our management believes, however, that our status as a
public entity and our access to the United States public equity markets may give
us a competitive advantage in acquiring a target business with significant
growth potential on favorable terms over privately-held entities with business
objectives similar to ours. Additionally, our management has significant
business experience and well developed contacts in various business industries
in Canada.





If
we succeed in effecting a business combination, there will likely be further
intense competition from competitors of the target business. We cannot assure
you that, subsequent to a business combination, we will have the resources or
ability to compete effectively.




Effecting a Business
Combination





General





We
are not presently engaged in, and we do not anticipate engaging in, any
commercial business activities for an indefinite period of time after filing
this annual report. We intend to use cash derived from private placements,
public offerings, loans, or a combination thereof, to effect a business
combination. Such a business combination may be with a company which does not
need substantial additional capital but which desires to establish a public
trading market for its stock. We may also seek to consummate a business
combination with a company that may be financially unstable or in its early
stages of development or growth. We may also face other risks including time
delays, significant expense, loss of voting control and failure to comply with
various federal and state securities laws. Our stockholders may not have an
opportunity to evaluate the specific merits or risks of any potential business
combination.




We Have Not Identified a
Target Business





To
date, we have not selected a specific target on which to concentrate our efforts
for a business combination. Our management has not had any preliminary contact
or discussions on our behalf with representatives of any prospective target
business regarding the possibility of a potential merger, capital stock
exchange, asset acquisition or other strategic transaction with us. In addition,
our management has not yet taken any measure, directly or indirectly, to locate
a target business. There has been no due diligence, investigation, discussions,
negotiations and/or other similar activities undertaken, directly or indirectly,
by us, our management or by any third party, with respect to an ongoing proposed
business combination.






5





Sources of Target
Businesses





We
anticipate target business candidates will be brought to our attention by
various unaffiliated sources, including executives, private equity funds,
venture capital funds, investment bankers, attorneys, accountants and other
members of the financial community, who may present solicited or unsolicited
proposals. We expect such sources to become aware that we are seeking a business
combination candidate by a variety of means, such as publicly available
information relating to this offering, public relations and marketing efforts,
articles that may be published in industry trade papers discussing our intention
to effect a business combination, or direct contact by management of potential
target businesses.





Our management, as
well as our existing stockholders and their affiliates, may also bring to our
attention target business candidates. While we do not anticipate engaging the
services of professional firms that specialize in business acquisitions on any
formal basis, we may engage these firms in the future, in which case we may be
required to pay a finder’s fee or other compensation. The terms of any such
arrangements will be negotiated with such persons on arm’s length basis and
disclosed to our stockholders in connection with any proposed business
combination. In no event, however, will we pay our existing management, our
existing stockholders, or any entity with which they are affiliated any finder’s
fee or other compensation for services rendered to us prior to or in connection
with the consummation of a business combination. In addition, neither our
existing management nor our existing stockholders will receive any finder’s fee,
consulting fees or any similar fees or other compensation from any other person
or entity, including any target company, in connection


with any business
combination other than any compensation or fees to be received for any services
provided following such a business combination.





Selection of a Target
Business and Structuring of a Business Combination





Our management will
have virtually unrestricted flexibility in identifying and selecting a
prospective target business. In evaluating a prospective target business, our
management will consider, among other factors, the following:





·
            growth
      potential;





·
            financial
      condition and results of
operations;





·
            capital
      requirements;





·
            the value and
      extent of intellectual property;





·
            competitive
      position;





·
            stage of
      development of products, processes or
services;





·
            degree of
      current or potential market acceptance of products, processes or
      services;





·
            proprietary
      features and degree of protection of products, processes or services;
      and





·
            costs
      associated with effecting the business
  combination.





We
intend to create a contact database describing the materials we receive from any
potential target candidates, when such materials were evaluated, the parties
primarily responsible for such evaluation and the reasons such candidates were
either rejected or the issues that, upon initial evaluation, require further
investigation. Any evaluation relating to the merits of a particular business
combination will be based on the above factors as well as other considerations
deemed relevant by our management in effecting a business combination consistent
with our business objectives. In evaluating a prospective target business, we
will conduct an extensive due diligence review which will encompass, among other
things, meeting with incumbent management, inspecting facilities, and reviewing
financial and other information that is made available to us.





We
will attempt to structure any business combination so as to achieve the most
favorable tax treatment for us, the target business and both companies’
stockholders. We cannot assure you, however, that the Internal Revenue Service
or appropriate state tax authorities will agree with our tax treatment of the
business combination.





The time and costs
required to select and evaluate a target business and to structure and complete
a business combination cannot presently be ascertained with any degree of
certainty. Any costs incurred with respect to the identification and evaluation
of a prospective target business with which a business combination is not
ultimately completed will result in a loss to us and reduce the amount of
capital available to otherwise complete a business combination.






6





Fair Market Value of Target
Business





The fair market
value of a target business will be determined by our Board of Directors based
upon standards generally accepted by the financial community, such as actual and
potential sales, earnings, cash flow, book value, and the price for which
comparable businesses have recently been sold. Other factors contributing to a
determination of the fair market value may include timing, the reputation of the
target business and the anticipated costs of completing the
transaction.





We
are not required to obtain an opinion from an unaffiliated third party regarding
the fair market value of a target business we select at the time of any
transaction. We are also not required to obtain an opinion from an unaffiliated
third party indicating that the price we plan to pay is fair to our stockholders
from a financial perspective unless the target is affiliated with our officers,
directors, special advisors, existing stockholders or their affiliates. However,
because Thomas Brown, our sole officer and director, has no experience in
evaluating business combinations for blank check companies like ours, his
judgment may not meet the criteria that independent investment banking firms or
other similar blank check companies usually use.





Probable Lack of Business
Diversification





It
is probable that we will have the ability to effect only a single business
combination, although this may entail the simultaneous acquisition of several
compatible operating businesses or assets. Unlike other entities which may have
the resources to complete several business combinations with entities operating
in multiple industries or multiple areas of a single industry, we will likely
not have sufficient resources to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses. By consummating a business
combination with a single entity or a limited number of entities, our lack of
diversification may leave us dependent upon the performance of a single business
or a limited number of businesses, and result in us being dependent upon the
development or market acceptance of a single or limited number of products or
services.





Limited Ability to Evaluate
the Management of a Target Business





Although we intend
to closely scrutinize the management of prospective target businesses when
evaluating the potential to effect a business combination, we cannot assure you
that our assessment will prove to be correct. In addition, we cannot assure you
that new members who join our management team following a business combination
will have the necessary skills, qualifications or abilities to manage a public
company. Furthermore, the future role of our sole officer and director, if any,
in a target business cannot presently be stated with any certainty. While it is
possible that our current officer and director will remain associated with us in
some capacity following a business combination, it is unlikely that he will
devote his full efforts to our affairs after the consummation of a business
combination. Moreover, we cannot assure you that our sole officer and director
will have substantial experience or knowledge concerning the operations of any
particular target business.





Opportunity for Stockholder
Approval of Business Combination





We
may not submit a business combination to our stockholders for approval if the
nature of the transaction would not ordinarily require stockholder approval
under applicable governing laws. If we are required to submit the transaction to
our stockholders for approval, we will furnish our stockholders with proxy
solicitation materials, which will include a description of the operations of
the target business and certain required financial information regarding the
business. Also, we will proceed with the business combination only if a majority
of the votes cast by the holders of our common stock at the meeting are in favor
of the business combination. To compensate for a potential shortfall in cash, we
may be required to structure the business combination, in whole or in part,
using the issuance of our common stock as consideration. Accordingly, any
increase in the number of shares of our issued and outstanding common stock
could hinder our ability to consummate a business combination in an efficient
manner or to optimize our capital structure.





When we seek
stockholder approval for a business combination, we will not offer each
stockholder a right to have their shares of common stock redeemed for cash if
the stockholder votes against the business combination and the business
combination is approved and completed.




7


Research and
Development





We
have not spent any amounts on research and development activities during the
year ended October 31, 2008. We anticipate that we will not incur any expenses
on research and development over the next 12 months. Our planned expenditures on
our operations or a business combination are summarized under the section of
this annual report entitled “Management’s Discussion and Analysis of Financial
Position and Results of Operations”.


Intellectual
Property





We
have not filed for any protection of our trademark. As of February 9, 2009 we
did not own any intellectual property.





Item
1A.  RiskFactors





Not
required.





Item
1B.  Unresolved Staff Comments





Not
applicable.





Item2.  Properties





We
rent office space from our sole officer and director, Thomas Brown, at Suite
404, 1155 Mainland Street, Vancouver, British Columbia, Canada V6B 4P2. This
office space consists of approximately 250 square feet, which we rent at a cost
of $250 per month. This rental is on a month-to-month basis without a formal
contract.





Item 3.  Legal Proceedings





We
know of no material, active or pending legal proceedings against us or our
property, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.





Item 4.  Submission of Matters to a Vote of Security
Holders





None.






8




PART II





Item 5.  Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities





Market
Information





There is a limited
public market for our common stock. Our common stock is quoted for trading on
the OTC Bulletin Board under the symbol “LBUV.OB”. The market for our stock is
highly volatile. We cannot assure you that there will be a market in the future
for our common stock.





OTC Bulletin Board
securities are not listed and traded on the floor of an organized national or
regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers in stocks.
OTC Bulletin Board issuers are traditionally smaller companies that do not meet
the financial and other listing requirements of a regional or national stock
exchange.





Our common stock
became eligible for quotation on the OTC Bulletin Board on April 16, 2007, but
there were no trades until April 29, 2008.





The following table
shows the high and low sale prices of our common stock on the OTC Bulletin
Board. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual
transactions:





Period
            
            High
            
            
            LowAugust 1,
      2008 – October 31, 2008
            
            $
            0.597
            
            
            $
            0.597May 1, 2008 –
      October 31, 2008
            
            $
            0.55
            
            
            $
            0.45February 1,
      2008 – April 30, 2008
            
            $
            0.50
            
            
            $
            0.40





During January
2009, the highest sale price for our common stock was $0.40 per share and the
lowest sale price of our common stock was $0.25 per share. The price for our
common stock on January 27, 2009, the last day that our common stock traded on
the OTC Bulletin Board before the filing of this annual report, was $0.41 per
share.





Holders





As
of February 9, 2009 there were 32 holders of record of our common
stock.




9




Dividends





Holders of our
common stock are entitled to dividends if declared by our Board of Directors out
of funds legally available therefore. As of February 9, 2009 we had not declared
or paid any dividends, and we do not intend to do so for the foreseeable future.
We intend to retain earnings, if any, to finance the development and expansion
of our business. Our future dividend policy will be subject to the discretion of
our Board and will be contingent upon future earnings, if any, our financial
condition, capital requirements, general business conditions and other
factors.





Equity Compensation
Plans





As
of February 9, 2009 we did not have any equity compensation plans.





Recent Sales of Unregistered
Securities





We
did not make any previously unreported sales from August 1, 2008 to October 31,
2008.





Recent Purchases of Equity
Securities by Us and our Affiliated Purchases





As
of February 9, 2009 we had not repurchased any of our common stock, and we have
not publicly announced any repurchase plans or programs.





Item 6.  Selected Financial Data.





Not
applicable.





Item 7.  Management's Discussion and Analysis or Plan of
Operation.





The following
discussion should be read in conjunction with our financial statements,
including the notes thereto, appearing elsewhere in this annual report. The
discussions of results, causes and trends should not be construed to imply any
conclusion that these results or trends will necessarily continue into the
future.





Forward-Looking
Statements





This report
contains forward-looking statements that involve risks and uncertainties. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology including,
"could", "may", "will", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.





While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this annual report.





10




Results of
Operations




Lack of
Revenues




We
have earned no revenues and have sustained operational losses since our
inception on March 11, 2004 to October 31, 2008. As of October 31, 2008, we had
an accumulated deficit of $203,005. We anticipate that we will not earn any
revenues during the current fiscal year or in the foreseeable future, as we do
not have any operations and are presently engaged in seeking a business
combination with a target business. We anticipate that our business will incur
substantial losses in the next two years. We believe that our success depends on
our ability to complete a business combination and our ability to develop a
target business.





At
this time, our ability to generate any revenues continues to be uncertain. The
auditor's report on our audited financial statements on October 31, 2008 and
2007 contains an additional explanatory paragraph which identifies issues that
raise substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.




Expenses




From March 11, 2004
(date of inception) to October 31, 2008, our total expenses were $203,005. The
major components of our total expenses since inception to October 31, 2008
consist of: $66,095 for accounting and audit fees, $67,409 for legal fees,
$27,000 for management fees, $16,898 for mineral property and exploration costs
on the Sum Mineral Claim which we have since abandoned and $25,603 on officer
and sundry expenses.
  Our total expenses
increased by $21,799 to $58,448 for the year ended October 31, 2008 from $36,649
for the year ended October 31, 2007. The increase in total expenses was mainly
due to increased accounting, audit and legal fees.
  Our accounting and
audit fees increased $8,311 to $21,255 for the year ended October 31, 2008 from
$12,944 for the year ended October 31, 2007.  Our legal fees increased
by $16,713 to $24,903 for the year ended October 31, 2008 from $8,190 for the
year ended October 31, 2007.


Net Loss




For the year ended
October 31, 2008 we incurred net loss of $58,448 compared to $36,649 for the
year ended October 31, 2007.  From March 11, 2004 (date of inception)
to October 31, 2008, we incurred an aggregate net loss of $203,005. The net loss
was primarily due to operating expenses related to accounting, audit, legal and
management fees as well as mineral property costs and office
expenses.  We incurred net loss of $0.00 per share for the year ended
October 31, 2008 and a net loss of $0.00 per share for the year ended October
31, 2007.


11




Liquidityand Capital
Resources




As of October 31,
2008, we had cash of $451 in our bank accounts and a working capital deficit of
$128743 compared to no cash and a working capital deficit of $70,295 as of
October 31, 2007. As of October 31, 2008, we had total assets of $451 and total
liabilities of $129,194.
  From March 11, 2004
(date of inception) to October 31, 2008, we raised net proceeds of $71,800 in
cash from the issuance of common stock, but have not been able to raise any more
money from the sale of common stock in the years ended October 31, 2007 and
October 31, 2008.  From March 11, 2004 (date of inception) to October
31, 2008 we raised $81,585 through shareholder loans.  Of which,
$52,494 was raised through shareholder loans during the year ended October 31,
2008 and $29,091 was raised during the year ended October 31,
2007.  Since March 11, 2004 (date of inception) to October 31, 2008,
we raised net proceeds of $147,825 in cash from financing
activities.
  We
used net cash of $50,651 in operating activities for the year ended October 31,
2008 compared to $41,136 for the year ended October 31, 2007.  The
increase is attributed mainly to an increase in accounting, audit and legal
costs.  We have used net cash of $155,396 in operating activities from
March 11, 2004 (date of inception) to October 31, 2008.
  If
we are successful in consummating a business combination, we will incur
additional costs for personnel and business expansion. In order for us to
attract and retain quality personnel, we anticipate that we will need to offer
competitive salaries, issue common stock to consultants and employees and grant
stock options to future employees. We estimate that our expenses over the next
12 months (beginning February 2009) will be approximately $493,000 as described
in the table below. These estimates may change significantly depending on the
nature of our future business activities, our ability to raise capital from
shareholders or other sources and whether we continue our
operations.





Description
            Target
      completion date or period
            Estimated
      expenses
              ($)Due diligence
      of the potential target business
            12
      months
            20,000Legal and
      accounting fees related to the acquisition of the potential target
      business
            12
      months
            50,000Acquisition
      and development costs of the potential target business
            12
      months
            200,000Investor
      relations costs
            12
      months
            30,000Raise
      additional private or public equity (legal, accounting and marketing
      fees)
            May
      2009
            100,000Legal and
      professional fees
            12
      months
            50,000Travel and
      promotional expenses
            12
      months
            25,000Other general
      and administrative expenses
            12
      months
            18,000Total
            
            493,000





We
anticipate that we will not generate any revenues in the near future and we do
not anticipate achieving sufficient positive operating cash flow until we are
able complete a business combination and thus generate substantial revenues. It
may take several years for us to fully realize our business plan. There is no
assurance we will achieve profitability after completing a business
combination.





As
of October 31, 2008 we had cash of $415 in our bank accounts.  We
intend to meet the balance of our cash requirements for the next 12 months
through a combination of debt financing and equity financing by way of private
placements. We currently do not have any arrangements in place for the
completion of any further private placement financings and there is no assurance
that we will be successful in completing any further private placement
financings. There is no assurance that any financing will be available or if
available, on terms that will be acceptable to us. We may not raise sufficient
funds to fully carry out any business plan.




12





Off-Balance
Sheet Arrangements





We
have no significant off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
our financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our
stockholders.





Inflation





The effect of
inflation on our revenues and operating results has not been
significant.





Known
Material Trends and Uncertainties





Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
from outside sources to sustain operations and meet our obligations on a timely
basis, and ultimately upon our ability to attain profitability. We have limited
capital with which to pursue our business plan. There can be no assurance that
we will have sufficient resources to complete any business combination or that
our future operations will be profitable after completing the business
combination.





These factors raise
substantial doubt about our ability to continue as a going concern. Our auditors
have issued a going concern opinion. This means that our auditors believe there
is substantial doubt that we can continue as an on-going business for the next
12 months. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our business.. The
threat that we will be unable to continue as a going concern will be eliminated
only when our revenues have reached a level that is able to sustain our business
operations.


We
plan to review and identify potential businesses for acquisitions or other
business combinations. Our management is unable to predict whether or when any
business combination will occur or the likelihood of any particular transaction
being completed on favorable terms and conditions. We may be unable to obtain
the necessary financing to complete any transactions and could financially
overextend ourselves. Acquisitions or other business combinations may present
financial, managerial and operational challenges, including difficulties in
integrating operations and personnel. Any failure to integrate new businesses or
manage any new transactions successfully could adversely affect our business and
future financial performance.





Critical
Accounting Policies





Our financial
statements are impacted by the accounting policies used and the estimates and
assumptions made by management during their preparation. A complete summary of
these policies is included in note 2 of the notes to our financial
statements. We have identified below the accounting policies that are of
particular importance in the presentation of our financial position, results of
operations and cash flows, and which require the application of significant
judgment by management.




Financial
Instruments
 
 The carrying value
of cash, bank indebtedness, accounts payable and accrued liabilities and loans
payable to related party approximates their fair value because of the short-term
maturity nature of these instruments. Unless otherwise noted, it is management’s
opinion that we are not exposed to significant interest, currency or credit
risks arising from these financial instruments.


13





Asset Retirement
Obligations




We account for
asset retirement obligations in accordance with the provisions of SFAS No. 143
"Accounting for Asset Retirement Obligations".  SFAS No. 143 requires
us to record the fair value of an asset retirement obligation as a liability in
the period in which we incur a legal obligation associated with the retirement
of tangible long-lived assets that result from the acquisition, construction,
development and/or normal use of the assets. At October 31, 2008, we
had abandoned our claims in the Similkameen Mining Division and had not incurred
significant reclamation obligations.  As such, no asset retirement
obligation accrual was made in the October 31, 2008 and 2007 financial
statements.


ForeignCurrencyTranslation





Our functional
currency is the Canadian dollar. We use the US dollar as our reporting currency
for consistency with the requirements of the United States Securities and
Exchange Commission (the “SEC”) and in accordance with SFAS No. 52.





Assets and
liabilities denominated in a foreign currency at period-end are translated at
the exchange rate in effect at the balance sheet date and capital accounts are
translated at historical rates. Income statement accounts are translated at the
average rates of exchange prevailing during the period. Any gains or losses
arising as a result of such translations are not included in operations, but are
reported as a separate component of equity as foreign currency translation
adjustments, if applicable.


Transactions
undertaken in currencies other than the functional currency are translated using
the exchange rate in effect on the transaction date. Any exchange gains or
losses are included in other income or expenses on the Statement of Operations,
if applicable.





Item 7A.  Quantitative and Qualitative Disclosures About
Market Risk





Not
applicable.





Item 8.  Financial Statements and Supplementary
Data




LABURNUM
VENTURES INC.
  (A Pre-exploration
Stage Company)
 FINANCIAL
STATEMENTS
 October 31, 2008
and 2007
 (Stated in US
Dollars)






14







REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








To
the Stockholders,
 Laburnum Ventures
Inc.
 (A
Pre-exploration Stage Company)
  We have audited the
accompanying balance sheets of Laburnum Ventures Inc. (the “Company”, a
Pre-exploration Stage Company), as of October 31, 2008 and 2007 and the related
statements of operations and comprehensive loss, cash flows and stockholders'
equity (capital deficit) for the years then ended and for the period from March
11, 2004 (Date of Inception) to October 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 did not audit the financial statements of the Company
for the period from March 11, 2004 (Date of Inception) through October 31,
2006.  Such statements are included in the cumulative from March 11,
2004 (Date of Inception) to October 31, 2008 totals of the statements of
operations and comprehensive loss, cash flows and stockholders' equity (capital
deficit) and reflect a net loss of 53% of the related cumulative
totals.  Those financial statements were audited by other auditors
whose report has been furnished to us and our opinion, insofar as it relates to
the amounts for the period from March 11, 2004 (Date of Inception) through
October 31, 2006 included in the cumulative totals, is based solely on the
report of the other auditors.
  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 the audits to obtain reasonable assurance about 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,
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,
based on our audits and the report from the other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of Laburnum Ventures Inc. (A Pre-exploration Stage Company)
as of October 31, 2008 and 2007 and the results of its operations and its cash
flows for the years then ended and for the period from March 11, 2004 (Date of
Inception) to October 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
 
 The accompanying
financial statements referred to above 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 pre-exploration stage, has no
established source of revenue and is dependent on its ability to raise capital
from shareholders or other sources to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  These factors, along with other matters as set forth in Note 1,
raise substantial doubt that the Company will be able to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
 
 
 
 /s/
BDO Dunwoody LLP
 Chartered
Accountants
 
 Vancouver,
      CanadaFebruary 12,
      2009








SEE ACCOMPANYING
NOTES
 F-1




LABURNUM
VENTURES INC.


(A Pre-exploration
Stage Company)


BALANCE
SHEETS


October 31, 2008,
and 2007


(Stated in US
Dollars)




2008
              
              
              2007ASSETSCurrentCash
              
              $
              451
              
              
              $
              -LIABILITIESCurrentBank
      indebtedness
              
              $
              -
              
              
              $
              1,392Accounts payable and accrued
      liabilities – Note 5
              
              
              47,609
              
              
              
              39,812Loan payable to related party
      – Note 4
              
              
              81,585
              
              
              
              29,091$
              129,194
              
              
              
              70,295STOCKHOLDERS’
      EQUITY (CAPITAL DEFICIT)Capital stock
      – Note 6Authorized:100,000,000
      preferred
      stock, par value $0.001, none issued100,000,000
      common
      shares, par value $0.001 per shareIssued
      and outstanding:60,000,000
      common
      shares (2007: 60,000,000)
              
              
              60,000
              
              
              
              60,000Additional
      paid-in capital
              
              
              15,000
              
              
              
              15,000Accumulated
      other comprehensive loss
              
              
              (738
              )
              
              
              (738
              )Deficit
      accumulated during the pre-exploration stage
              
              
              (203,005
              )
              
              
              (144,557
              )(128,743
              )
              
              
              (70,295
              )$
              451
              
              
              $
              -
  Nature and Ability
to Continue as a Going Concern – Note 1
 
 
 
 SEE ACCOMPANYING
NOTES
 F-2
  LABURNUM
VENTURES INC.


(A Pre-exploration
Stage Company)


STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS


for the years ended
October 31, 2008 and 2007 and


for the period
March 11, 2004 (Date of Inception) to October 31, 2008


(Stated in US
Dollars)








(Cumulative)March 11, 2004Years
      ended
            
            
            (Date
      of Inception)October
      31,
            
            
            toOctober 31,2008
            
            
            2007
            
            
            2008ExpensesAccounting and audit
      fees
            
            $
            21,255
            
            
            $
            12,944
            
            
            $
            66,095Legal
    fees
            
            
            24,903
            
            
            
            8,190
            
            
            
            67,409Management fees – Note
      5
            
            
            6,000
            
            
            
            6,000
            
            
            
            27,000Mineral property and
      exploration costs – Note 3
            
            
            -
            
            
            
            4,500
            
            
            
            16,898Office and sundry – Note
      5
            
            
            6,290
            
            
            
            5,015
            
            
            
            25,603Net loss for
      the period
            
            
            (58,448
            )
            
            
            (36,649
            )
            
            
            (203,005
            )Other
      comprehensive lossForeign currency translation
      adjustment
            
            
            -
            
            
            
            -
            
            
            
            (738
            )Comprehensive
      loss for the period
            
            $
            (58,448
            )
            
            $
            (36,649
            )
            
            $
            (203,743
            )Basic and
      diluted loss per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average number of shares outstanding
            
            
            60,000,000
            
            
            
            60,000,000








SEE ACCOMPANYING
NOTES
 F-3




LABURNUM
VENTURES INC.


(A Pre-exploration
Stage Company)


STATEMENTS OF CASH
FLOWS


for the years ended
October 31, 2008 and 2007 and


for the period
March 11, 2004 (Date of Inception) to October 31, 2008


(Stated in US
Dollars)








(Cumulative)
                March 11,
      2004Years
      ended
            
            
            (Date
      ofInception) toOctober
      31,
            
            
            October
      31,2008
            
            
            2007
            
            
            2008Cash Flows
      used in Operating ActivitiesNet loss for the
      period
            
            $
            (58,448
            )
            
            $
            (36,649
            )
            
            $
            (203,005
            )Change in non-cash working
      capital balancerelated to
      operationsAccounts payable and accrued
      liabilities
            
            
            7,797
            
            
            
            (4,487
            )
            
            
            47,609Net cash used
      in operating activities
            
            
            (50,651
            )
            
            
            (41,136
            )
            
            
            (155,396
            )Cash Flows
      provided by (used in) Financing ActivitiesIncrease (decrease) in bank
      indebtedness
            
            
            (1,392
            )
            
            
            1,392
            
            
            ­-Increase in loan
      payable
            
            
            52,494
            
            
            
            29,091
            
            
            
            81,585Proceeds on issuance of common
      stock
            
            
            -
            
            
            
            -
            
            
            
            3,200Share
      subscriptions
            
            
            -
            
            
            
            -
            
            
            
            71,800Net cash
      provided by financing activities
            
            
            51,102
            
            
            
            30,483
            
            
            
            147,825Effect of
      foreign currency translation
            
            
            -
            
            
            
            -
            
            
            
            (738
            )Increase
      (decrease) in cash during the period
            
            
            451
            
            
            
            (10,653
            )
            
            
            451Cash,
      beginning of the period
            
            
            -
            
            
            
            10,653
            
            
            
            -Cash, end of
      the period
            
            $
            451
            
            
            $
            -
            
            
            $
            451






Non-cash
Transaction – Note 9






SEE ACCOMPANYING
NOTES
 F-4





LABURNUM
VENTURES INC.


(A Pre-exploration
Stage Company)


STATEMENTS OF
STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)


for the period
March 11, 2004 (Date of Inception) to October 31, 2008


(Stated in US
Dollars)




DeficitAccumulatedAccumulatedOther
            
            
            During
      theCommon
      Shares
            
            
            AdditionalPaid-in
            
            
            Share
            
            
            Comprehensive
            
            
            Pre-ExplorationNumber
            
            
            Par
      Value
            
            
            Capital
            
            
            Subscriptions
            
            
            Loss
            
            
            Stage
            
            
            TotalCapital stock
      issued for cash– at $0.0002
            
            
            25,000,000
            
            
            $
            25,000
            
            
            $
            (20,000
            )
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            5,000Foreign
      currency translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (527
            )
            
            
            -
            
            
            
            (527
            )Net loss for
      the period
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (15,943
            )
            
            
            (15,943
            )Balance,
      October 31, 2004
            
            
            25,000,000
            
            
            
            25,000
            
            
            
            (20,000
            )
            
            
            -
            
            
            
            (527
            )
            
            
            (15,943
            )
            
            
            (11,470
            )Share
      subscriptions
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            66,800
            
            
            
            -
            
            
            
            -
            
            
            
            66,800Foreign
      currency translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (211
            )
            
            
            -
            
            
            
            (211
            )Net loss for
      the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (15,151
            )
            
            
            (15,151
            )Balance,
      October 31, 2005
            
            
            25,000,000
            
            
            
            25,000
            
            
            
            (20,000
            )
            
            
            66,800
            
            
            
            (738
            )
            
            
            (31,094
            )
            
            
            39,968Capital stock
      issued for cash– at $0.002
            
            
            35,000,000
            
            
            
            35,000
            
            
            
            35,000
            
            
            
            (66,800
            )
            
            
            -
            
            
            
            -
            
            
            
            3,200Net loss for
      the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (76,814
            )
            
            
            (76,814
            )Balance,
      October 31, 2006
            
            
            60,000,000
            
            
            
            60,000
            
            
            
            15,000
            
            
            
            -
            
            
            
            (738
            )
            
            
            (107,908
            )
            
            
            (33,646
            )Net loss for
      the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (36,649
            )
            
            
            (36,649
            )Balance,
      October 31, 2007
            
            
            60,000,000
            
            
            
            60,000
            
            
            
            15,000
            
            
            
            -
            
            
            
            (738
            )
            
            
            (144,557
            )
            
            
            (70,295
            )Net loss for
      the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (58,448
            )
            
            
            (58,448
            )Balance,
      October 31, 2008
            
            
            60,000,000
            
            
            $
            60,000
            
            
            $
            15,000
            
            
            $
            -
            
            
            $
            (738
            )
            
            $
            (203,005
            )
            
            $
            (128,743
            )








SEE ACCOMPANYING
NOTES
 F-5




LABURNUM
VENTURES INC.


(A Pre-exploration
Stage Company)


NOTES TO THE
FINANCIAL STATEMENTS


October 31, 2008
and 2007


(Stated in US
Dollars)








Note1
            Nature of Operations
      and Ability to Continue as a Going
  Concern




The Company
      was incorporated in the State of Nevada on March 11, 2004 and is currently
      seeking business opportunities.




These
      financial statements have been prepared in accordance with generally
      accepted accounting principles applicable to a going concern, which
      assumes that the Company will be able to meet its obligations and continue
      its operations for its next fiscal year.  Realization values may
      be substantially different from carrying values as shown and these
      financial statements do not give effect to adjustments that would be
      necessary to the carrying values and classification of assets and
      liabilities should the Company be unable to continue as a going
      concern.  At October 31, 2008, the Company is currently seeking
      business opportunities, has accumulated losses of $203,005 since its
      inception, has a working capital deficiency of $128,743 and expects to
      incur further losses all of which casts substantial doubt about the
      Company’s ability to continue as a going concern.  The Company’s
      ability to continue as a going concern is dependent upon its ability to
      generate future profitable operations and/or to obtain the necessary
      financing to meet its obligations and repay its liabilities arising from
      normal business operations when they come
due.




The Company
      plans to obtain additional financing by loans from its director and
      president, however, there is no guarantee that additional funds will be
      received.  The Company may also solicit loans from unrelated
      parties, however, there is no assurance that such loans can be negotiated
      or that such financing will be available on terms favorable to the
      Company.  The Company may also obtain additional financing by
      the sale of its common stock, however, there are no current plans for the
      sale of common stock.  There can be no assurance that such
      additional funding will be available on acceptable terms, if at
      all.






F-6
  Laburnum Ventures,
Inc.
 (A
Pre-exploration Stage Company)
 Notes to the
Financial Statements
 October 31, 2008
and 2007
 (Stated in US
Dollars)


Note
      2
            Summary of Significant
      Accounting Policies




The financial
statements of the Company have been prepared in accordance with accounting
principles generally accepted in the United States of
America.  Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates, which have
been made using careful judgment.  Actual results may vary from these
estimates.




The financial
statements have, in management’s opinion, been properly prepared within the
framework of the significant accounting policies summarized below:





PRE-EXPLORATION STAGE
COMPANY




The Company
complies with the Statement of Financial Accounting Standard (“SFAS”) No. 7
“Accounting and Reporting by Development Stage Enterprises” and The Securities
and Exchange Commission Exchange Act Guide 7 for its characterization of the
Company as pre-exploration stage.




Mineral
Property




Cost of lease,
acquisition, exploration, carrying and retaining unproven mineral lease
properties are expensed as incurred.





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 a
plan of action based on the then known facts.





Foreign Currency Translation
and Transaction




The Company’s
functional currency is the Canadian dollar.  The Company uses the
United States of America dollar as its reporting currency for consistency with
the registrants of the Securities and Exchange Commission (“SEC”) and in
accordance with SFAS No. 52.




Assets and
liabilities denominated in a foreign currency at period-end are translated at
the exchange rate in effect at the balance sheet date and capital accounts are
translated at historical rates.  Income statement accounts are
translated at the average rates of exchange prevailing during the
period.  Any gains or losses arising as a result of such translations
are not included in operations, but are reported as a separate component of
equity as foreign currency translation adjustments, if applicable.




Transactions
undertaken in currencies other than the functional currency are translated using
the exchange rate in effect on the transaction date.  Any exchange
gains or losses are included in other income or expenses on the Statement of
Operations, if applicable.




F-7


Laburnum Ventures,
Inc.


(A
Pre-exploration Stage Company)


Notes to the
Financial Statements


October 31, 2008
and 2007


(Stated in US
Dollars)




Note
      2
              Summary of Significant
      Accounting Policies –
(cont’d)


Financial
Instruments




The carrying value
of bank indebtedness, accounts payable and accrued liabilities, loan payable to
related party approximates their fair value because of the short-term maturity
nature of these instruments.  Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments.





Income
Taxes





The Company uses
the assets and liability method of accounting for income taxes pursuant to SFAS
No. 109, “Accounting for Income Taxes”.  Under the assets and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and their respective tax bases.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.





Basic and Diluted Loss Per
Share





The Company reports
basic loss per share in accordance with the FAS No. 128, “Earnings Per
Share”.  Basic loss per share is computed using the weighted average
number of shares outstanding during the period.  Diluted loss per
share has not been provided, as it would be anti-dilutive.





Asset Retirement
Obligations





The Company
accounts for asset retirement obligations in accordance with the provisions of
SFAS No. 143 "Accounting for Asset Retirement Obligations".  SFAS No.
143 requires the Company to record the fair value of an asset retirement
obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from
the acquisition, construction, development and/or normal use of the
assets.  At October 31, 2008, the Company had abandoned its claims in
the Similkameen Mining Division and had not incurred significant reclamation
obligations.  As such, no asset retirement obligation accrual was made
in the October 31, 2008 and 2007 financial statements.





Comprehensive
Income





Under SFAS 130,
Reporting Comprehensive Income, the Company is required to report comprehensive
income, which includes net loss as well as changes in equity from non-owner
sources.  The other changes in equity included in comprehensive income
for the periods presented comprise the foreign currency cumulative translation
adjustments as disclosed in the Statement of
Comprehensive Loss.






F-8


Laburnum Ventures,
Inc.
 (A
Pre-exploration Stage Company)
 Notes to the
Financial Statements
 October 31, 2008
and 2007
 (Stated in US
Dollars)


Note
      2
              Summary of Significant
      Accounting Policies –
(cont’d)


New Accounting
Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157, "Fair Value Measurements" ("SFAS 157”). SFAS 157 defines fair
value, establishes a framework for measuring fair value in accordance with
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 does not require any new fair value measurements;
rather, it applies under other accounting pronouncements that require or permit
fair value measurements. The provisions of SFAS 157 are to be applied
prospectively as of the beginning of the fiscal year in which it is initially
applied, with any transition adjustment recognized as a cumulative-effect
adjustment to the opening balance of retained earnings. The provisions of SFAS
157 are effective for fiscal years beginning after November 15, 2007;
therefore, the Company anticipates adopting SFAS 157 as of November 1,
2008. The Company expects that the adoption of SFAS 157 will have minimal, if
any, impact on its financial statements except for additional
disclosure.




In
February 2007, the FASB issued SFAS 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, Including an Amendment of FASB
Statement No. 115", which permits the measurement of many financial
instruments and certain other asset and liabilities at fair value on an
instrument-by-instrument basis (the fair value option). The guidance is
applicable for fiscal years beginning after November 15, 2007; therefore,
the Company anticipates adopting SFAS 159 as of November 1, 2008. The
Company expects that the adoption of SFAS 159 will have minimal, if any, impact
on its financial position and results of operations.




In December 2007,
the FASB issued SFAS No. 141, (revised 2007), "Business
Combinations".  SFAS 141(R) applies the acquisition method of
accounting for business combinations established in SFAS 141 to all acquisitions
where the acquirer gains a controlling interest, regardless of whether
consideration was exchanged.  Consistent with SFAS 141, SFAS 141(R)
requires the acquirer to fair value the assets and liabilities of the acquiree
and either record goodwill or gain on bargain purchases, with main difference
the application to all acquisitions where control is achieved.  SFAS
141(R) is effective for financial statements issued for fiscal years beginning
on or after December 15, 2008.  The adoption of this statement is not
expected to have a material effect on the Company's future financial position or
results of operations.




In December 2007,
the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated
Financial Statements – An amendment of ARB No. 51".  SFAS 160 requires
companies with noncontrolling interests to disclose such interests clearly as a
portion of equity but separate from the parent's equity.  The
noncontrolling interest's portion of net income must also be clearly presented
on the Income Statement.  SFAS 160 is effective for financial
statements issued for fiscal years beginning after on or after December 15,
2008.  The adoption of this statement is not expected to have a
material effect on the Company's future financial position or results of
operations.




F-9


Laburnum Ventures,
Inc.


(A
Pre-exploration Stage Company)


Notes to the
Financial Statements


October 31, 2008
and 2007


(Stated in US
Dollars)





Note
      2
              Summary of Significant
      Accounting Policies –
(cont’d)


New Accounting
Pronouncements – (cont’d)




In March 2008, the
FASB issued SFAS No. 161 ("SFAS 161"), "Disclosures about Derivative Instruments
and Hedging Activities".  SFAS 161 requires companies with derivative
instruments to disclose information that should enable
financial-statement users to understand how and why a company uses
derivative instruments, how derivative instruments and related hedged items are
accounted for under FASB Statement No. 133 "Accounting for Derivative
Instruments and Hedging Activities" and how derivative instruments and
related hedged items affect a company's financial position, financial
performance and cash flows.  SFAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008.  The adoption of this statement is not expected to have a
material effect on the Company's future financial position or results of
operations.




In May 2008, the
FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles".  SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the preparation of
financial statements of non-governmental entities that are presented in
conformity with generally accepted accounting principles in the United
States.  It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles".  The adoption of this statement is not expected to have a
material effect on the Company's financial statements.





In April 2008, the
FASB issued FSP No. 142-3, "Determination of the Useful Life of Intangible
Assets" ("FSP 142-3").  FSP 142-3 amends the factors an entity should
consider in developing renewal or extension assumptions used in determining the
useful life of recognized intangible assets under FASB Statement No. 142,
"Goodwill and Other Intangible Assets".  This new guidance applies
prospectively to intangible assets that are acquired individually or with a
group of other assets in business combinations and asset
acquisitions.  FSP 142-3 is effective for financial statements issued
for fiscal years and interim periods beginning after December 15,
2008.  Early adoption is prohibited.  The adoption of this
statement is not expected to have a material effect on the Company's financial
statements.





F-10


Laburnum Ventures,
Inc.
 (A
Pre-exploration Stage Company)
 Notes to the
Financial Statements
 October 31, 2008
and 2007
 (Stated in US
Dollars)






Note
      2
            Summary of Significant
      Accounting Policies –
(cont’d)





New Accounting
Pronouncements – (cont’d)




In May 2008, FASB
issued FASB Staff Position ("FSP") APB 14-1, "Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" ("FSP APB 14-1").  FSP APB 14-1 clarifies that
convertible debt instruments that may be settled in cash upon either mandatory
or optional conversion (including partial cash settlement) are not addressed by
paragraph 12 of APB Opinion No. 14, "Accounting for Convertible Debt and Debt
issued with Stock Purchase Warrants."  Additionally, FSP APB 14-1
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods.  FSP APB 14-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years.  We will adopt FSP APB 14-1
beginning in the first quarter of fiscal year 2010, and this standard must be
applied on a retrospective basis.  The adoption of this statement is
not expected to have a material effect on the Company's financial
statements.




FASB has issued
Statement of Financial Accounting Standards ("SFAS") No. 163, “Accounting for
Financial Guarantee Insurance Contracts”.  SFAS No. 163 clarifies how
SFAS No. 60, “Accounting and Reporting by Insurance Enterprises”, applies to
financial guarantee insurance contracts issued by insurance enterprises, and
addresses the recognition and measurement of premium revenue and claim
liabilities.  It requires expanded disclosures about contracts, and
recognition of claim liability prior to an event of default when there is
evidence that credit deterioration has occurred in an insured financial
obligation.  It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations, and (b) the insurance enterprise's
surveillance or watch list.  The adoption of this statement is not
expected to have a material effect on the Company's financial
statements.


Note
      3
            Mineral
      Property





By an agreement
dated June 22, 2004, the Company acquired a 100% interest in five mineral claims
located in the Similkameen Mining Division, British Columbia, Canada, for $3,298
(CAD$4,500).  During the year ended October 31, 2007, the Company
spent $4,500 in exploration costs with respect to the
property.  Subsequent to this exploration work, the Company abandoned
these claims in 2007.





Note
      4
            Loan Payable to
      Related Party





The loan is payable
to the President of the Company and is unsecured, non-interest bearing and has
no specific terms for repayment.






F-11


Laburnum Ventures,
Inc.


(A
Pre-exploration Stage Company)


Notes to the
Financial Statements


October 31, 2008
and 2007


(Stated in US
Dollars)







Note
      5
            Related Party
      Transactions – Notes 4 and 6




The President
provides management services and office premises to the Company at $500 per
month and $250 per month, respectively.  During the year ended October
31, 2008 management services of $6,000 (2007: $6,000) and office expense of
$3,000 (2007: $3,000) were charged to operations.




ncluded in accounts
payable and accrued liabilities is an amount of $24,719 (2007: $15,719) due to
the President of the Company for unpaid rent and management fees.  The
amount is unsecured, non-interest bearing and has no specific terms for
repayment.





Note
      6
              Capital
      Stock




In March 2004, the
Company issued 25,000,000 common shares at $0.0002 per share to a director of
the Company for total cash proceeds of $5,000.




On November 30,
2005, the Company issued 35,000,000 common shares at $0.002 per share pursuant
to a private placement offering for total proceeds of $70,000.




As of October 31,
2005, the Company had received subscriptions for the above-noted private
placement for a total of 34,800,000 common shares and had received subscription
funds totalling $66,800, with share subscriptions receivable of
$2,800.  The subscriptions receivable was paid during the year ended
October 31, 2006.




On March 17, 2008,
the Company effected a forward split of the Company’s common stock at a ratio of
five new shares for every one existing share of the issued and outstanding
common stock.  The authorized capital of the Company was increased
from 12,000,000 issued and outstanding common shares to 60,000,000 issued and
outstanding common shares.  No change was made to the number of shares
authorized to issue or the par value of the Company’s shares.  The
effect of the forward stock split has been applied on a retroactive basis to all
related disclosures and calculations in these financial statements.




At October 31, 2008
and October 31, 2007, there were no outstanding stock options or
warrants.





F-12


Laburnum Ventures,
Inc.


(A
Pre-exploration Stage Company)


Notes to the
Financial Statements


October 31, 2008
and 2007


(Stated in US
Dollars)







Note
      7
            Deferred Income
      Taxes





The Company's
income tax expense for the years ended October 31, 2008 and 2007 differed from
the United States statutory rates:





Years
      endedAugust
      31,2008
            
            
            2007Effective tax
      rate
            
            
            34
            %
            
            
            34
            %Income
      benefit at the statutory rate
            
            $
            (20,000
            )
            
            $
            (12,000
            )Increase in
      income taxes resulting from:Increase in valuation
      allowance
            
            
            20,000
            
            
            
            12,000Income tax
      expense
            
            $
            -
            
            
            $
            -





The significant
components of the Company’s deferred tax assets are as follows:





2008
            
            
            2007Deferred tax
      assetsNon-capital loss
      carryforwards
            
            $
            69,000
            
            
            $
            49,000Valuation allowance
            
            
            (69,000
            )
            
            
            (49,000
            )$
            -
            
            
            $
            -





The amount taken
into income as deferred tax assets must reflect that portion of the income tax
loss carryforwards which is more likely-than-not to be realized from future
operations.  The Company has provided an allowance of 100% against all
available income tax loss carryforwards, regardless of their time of
expiry.





F-13


Laburnum
Ventures, Inc.


(A
Pre-exploration Stage Company)
 Notes to the
Financial Statements
 October 31, 2008
and 2007
 (Stated in US
Dollars)




Note
      8
            Income
      Taxes




No provision for
income taxes has been provided in these financial statements due to the net
loss.  At October 31, 2008, the Company has net operating loss
carryforwards, which expire commencing in 2024 totalling approximately $203,000
(2007: $145,000), the benefit of which has not been recorded in the financial
statements since more likely-than-not the benefit will not be
realized.




The Company is in
arrears on filing its statutory income tax returns and it therefore has
estimated the expected amount of loss carryforwards available once the
outstanding returns are filed. The Company expects to have net operating loss
carryforwards for income tax purposes available to offset future taxable income.
In addition, the Company may be subject to penalties and interest for failure to
file these returns and related schedules.





Note
      9
            Non-cash
      Transaction





Investing and
financing activities that do not have a direct impact on current cash flows are
excluded from the statements of cash flows.  During the year ended
October 31, 2005, the Company executed share subscription agreements to issue
1,400,000 shares of common stock at $0.002 per share for share subscriptions
receivable of $2,800.  This transaction has been excluded from the
statements of cash flows.


Note10
            Comparative
      Figures




Certain of the
comparative figures have been reclassified to conform to current year’s
presentation.








F-14




Item 9.  Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure





There have been no
changes in or disagreements with our principal independent accountants. We had
engaged Amisano Hanson, Chartered Accountants, as our independent auditors since
November 15, 2005. In January 2008, Amisano Hanson entered into an agreement
with BDO Dunwoody LLP, pursuant to which Amisano Hanson merged its operations
into BDO Dunwoody LLP. As such, our principal independent accountants are now
BDO Dunwoody LLP.





Item
9A.  Controls and Procedures





Not
applicable.





Item
9A(T).  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”)) as ofOctober 31,
2008.  Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosures.




Based on that
evaluation, and the material weaknesses outlined in our Management Report on
Internal Control Over Financial Report, our management concluded, as of the end
of the period covered by this annual report, that our disclosure controls and
procedures werenoteffective in recording,
processing, summarizing and reporting information required to be disclosed,
within the time periods specified in the SEC’s rules and forms, andthatsuch information wasnotaccumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosures.






15





Management Report on
Internal Control Over Financial Reporting





Our management is
responsible for establishing and maintaining effective internal control over
financial reporting.  Under the supervision of our Chief Executive
Officer, the Company conducted an evaluation of the effectiveness of our
internal control over financial reporting as of October 31, 2008 using the
criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of October 31, 2008, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.




1.
            Certain
      entity level controls establishing a “tone at the top” were considered
      material weaknesses. The Company has no audit committee. There is no
      policy on fraud.  A whistleblower policy is not necessary given
      the small size of the organization.





2.
            Management
      override of existing controls is possible given the small size of the
      organization and lack of personnel.





3.
            There is no
      system in place to review and monitor internal control over financial
      reporting. The Company maintains an insufficient complement of personnel
      to carry out ongoing monitoring responsibilities and ensure effective
      internal control over financial
reporting.





Management is
currently evaluating remediation plans for the above control
deficiencies.





Accordingly, the
Company concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.





As
a result of the material weaknesses described above, management has concluded
that the Company did not maintain effective internal control over financial
reporting as of October 31, 2008 based on criteria established in Internal Control—Integrated
Frameworkissued by COSO.




This annual report
on Form 10-K does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Our management’s report was not subject to attestation by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permits us to provide only the
conclusions to our management’s report in this annual report on Form
10-K.




Changes in Internal
Controls





During the quarter
ended October 31, 2008 there were no changes in our internal control over
financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





Item 9B.  Other Information





None.




16




PART
III





Item 10.  Directors, Executive Officers and Corporate
Governance





The following table
sets forth the name, age and position of our sole executive officer and director
of as of February 9, 2009.





Name
            Age
            PositionThomas Brown
            46
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, Director





Our sole director
will serve as a director until our next annual shareholder meeting or until his
successor is elected who accepts the position. Officers hold their positions at
the will of our Board of Directors, absent any employment agreement. There are
no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of our
affairs.





Biography





Thomas
Brown, President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and Director since March 11, 2004
(inception)





Thomas Brown has
been our President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and Director since our inception on
March 11, 2004. Mr. Brown has been engaged in the construction industry since
1980 and is currently a builder and real estate developer concentrating on the
luxury home market.





Mr. Brown provides
his services on a part-time basis as required to carry out our business. He
presently commits approximately 15% of his time to providing management services
to us, for which we pay him a fee of $500 per month.





Mr. Brown plans to
look for potential partners for a merger or acquisition using his extensive
connections to high net worth individuals as a builder real estate developer,
and well as his many contacts in the public sector.  As of the filing
of this Annual Report, Mr. Brown did not serve as a director or officer of any
other public companies.





Board of Directors and
Director Nominees





Our sole officer
and director, Thomas Brown, is currently the only member of our Board of
Directors. We do not have a nominating committee of the Board, since the Board
as a whole selects individuals to stand for election as members. Since the Board
does not include a majority of independent directors, the decisions of the Board
regarding director nominees are made by persons who have an interest in the
outcome of the determination. The Board will consider candidates for directors
proposed by security holders, although no formal procedures for submitting
candidates have been adopted. Unless otherwise determined, at any time not less
than 90 days prior to the next annual Board meeting at which the slate of
director nominees is adopted, the Board will accept written submissions from
proposed nominees that include the name, address and telephone number of the
proposed nominee; a brief statement of the


nominee’s
qualifications to serve as a director; and a statement as to why the security
holder submitting the proposed nominee believes that the nomination would be in
the best interests of the security holders. If the proposed nominee is not the
same person as the security holder submitting the name of the nominee, a letter
from the nominee agreeing to the submission of his or her name for consideration
should be provided at the time of submission. The letter should be accompanied
by a résumé supporting the nominee's qualifications to serve on the Board, as
well as a list of references.







17




The Board
identifies director nominees through a combination of referrals from different
people, including management, existing Board members and security holders. Once
a candidate has been identified, the Board reviews the individual's experience
and background and may discuss the proposed nominee with the source of the
recommendation. If the Board believes it to be appropriate, Board members may
meet with the proposed nominee before making a final determination whether to
include the proposed nominee as a member of the slate of director nominees
submitted to security holders for election to the Board.





Among the factors
that the Board considers when evaluating proposed nominees are their knowledge
of and experience in business matters, finance, capital markets and mergers and
acquisitions. The Board may request additional information from each candidate
prior to reaching any determination. The Board is under no obligation to
formally respond to all recommendations, although as a matter of practice, it
will endeavor to do so.





Director
Independence





Our securities are
quoted on the OTC Bulletin Board which does not have any director independence
requirements. Once we engage further directors and officers, we plan to develop
a definition of independence and scrutinize our Board of Directors with regard
to this definition.





Audit
Committee





The functions of
the audit committee are currently carried out by our Board of Directors. Our
Board has determined that we do not have an audit committee financial expert on
our Board carrying out the duties of the audit committee. The Board has
determined that the cost of hiring a financial expert to act as a director and
to be a member of the audit committee or otherwise perform audit committee
functions outweighs the benefits of having a financial expert on the audit
committee.





Significant
Employees





Other than our sole
officer and director, we do not expect any other individuals to make a
significant contribution to our business.





Family
Relationships





There are no family
relationships among our officers or directors.





No Legal
Proceedings





None of our
directors, executive officers, promoters or control persons has been involved in
any of the following events during the past five years:





·
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;





·
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





·
            being subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





·
            being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      Commodity Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed,
      suspended, or vacated.





18




Section 16(a) Beneficial
Ownership Compliance Reporting





Section 16(a) of
the Exchange Act requires our executive officers and directors, and persons who
beneficially own more than 10% of our equity securities (collectively, the
“Reporting Persons”), to file reports of ownership and changes in ownership with
the SEC. Reporting Persons are required by SEC regulation to furnish us with
copies of all forms they file pursuant to Section 16(a). Based on our review of
the copies of such forms received by us, other than as described below, no other
reports were required for those persons. We believe that, during the year ended
October 31, 2008, all Reporting Persons complied with all Section 16(a) filing
requirements applicable to them.





Code of
Ethics





We
have not yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we have not yet
finalized the content of such a code.





Item 11.  Executive Compensation





The following table
sets forth, as of October 31, 2008, the compensation paid to our President and
Chief Executive Officer and our Chief Financial Officer during the last two
completed fiscal years. No other officers or directors received annual
compensation in excess of $100,000 during the last two completed fiscal
years.


Summary
      Compensation Table (1)Name
      and Principal Position
              Year
              Salary
      ($)
              Total
      ($)Thomas Brown
      (2)
              2008
              6,000
      (3)
              6,0002007
              6,000
      (3)
              6,000




(1)
            Pursuant to
      Item 402(a)(5) of Regulation S-K tables and columns have been omitted
      where no compensation has been
awarded.




(2)
            Thomas Brown
      has been our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and director since our
      inception on March 11, 2004.





(3)
            Consists of a
      monthly fee of $500 for management
services.





We
made no grants of stock options or stock appreciation rights from March 11, 2004
( inception) to October 31, 2008.


Pension, Retirement or
Similar Benefit Plans





There are no
arrangements or plans in which we provide pension, retirement or similar
benefits to our directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the Board of Directors or a committee
thereof.




19




Compensation
Committee





We
currently do not have a compensation committee of the Board of Directors. The
Board as a whole determines executive compensation.





Compensation of
Directors





We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended October 31, 2008.





We
have no standard arrangement pursuant to which our directors are compensated for
their services in their capacity as directors. The Board of Directors may award
special remuneration to any director undertaking any special services on behalf
of our company other than services ordinarily required of a director. No
director received and/or accrued any compensation for services as a director,
including committee participation and/or special assignments.





Change of
Control





As
of February 9, 2009 we had no pension plans or compensatory plans or other
arrangements which provide compensation in the event of a termination of
employment or a change in our control.





Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.





The following table
sets forth certain information concerning the number of shares of our common
stock owned beneficially as of February 9, 2009 by: (i) each of our directors,
(ii) each of our named executive officers, and (iii) owners of 5% or more of our
common stock. There was no other person or group known by us to beneficially own
more than 5% of the outstanding shares of our common stock. Unless otherwise
indicated, the persons listed below possess sole voting and investment power
with respect to the shares they own. The number of shares described below
includes shares which the beneficial owner described has the right to acquire
within 60 days of the date of this annual report.





Title
      of Class
            Name
      & Address of
              Beneficial
      Owner
            Number
      of Shares (1)
            Percentage
              (%)
      (2)Common
      Stock
            Thomas Brown
      (3)
              404 – 1155
      Mainland Street
              Vancouver,
      BC, Canada
              V6B
      4P2
            25,000,000
            42All
      Officers and Directors as a Group
            25,000,000
            42





(1)
            The number
      and percentage of shares beneficially owned is determined under rules of
      the SEC and the information is not necessarily indicative of beneficial
      ownership for any other purpose. Under such rules, beneficial ownership
      includes any shares as to which the individual has sole or shared voting
      power or investment power and also any shares which the individual has the
      right to acquire within 60 days through the exercise of any stock option
      or other right. The persons named in the table have sole voting and
      investment power with respect to all shares of common stock shown as
      beneficially owned by them, subject to community property laws where
      applicable and the information contained in the footnotes to this
      table.





(2)
            Based on
      60,000,000 issued and outstanding shares of our common stock as of
      February 9, 2009.





(3)
            Thomas Brown
      is our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and
      director.






20





Item 13.  Certain Relationships, Related Transactions and
Director Independence





As
of October 31, 2008 we owed $81,585 to Thomas Brown, our President Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Secretary, Treasurer and director, as a loan for operational expenses. This loan
is unsecured, non-interest bearing and has no specific terms of
repayment.
 
 Thomas Brown
provides us with management services in exchange for compensation of $500 per
month and office space in exchange for $250 per month. During the year ended
October 31, 2008 we incurred operational expenses of $6,000 for management
services (2007: $6,000) and $3,000 for office space (2007: $3,000).
 
 As
at October 31, 2008, included in accounts payable and accrued liabilities is an
amount of $24,719 (2007: $15,719) due to Thomas Brown for unpaid rent and
management fees. This amount is unsecured, non-interest bearing and has no
specific terms of repayment.
 
 We
have not entered into any transactions with our sole officer and director, or
persons nominated for these positions, beneficial owners of 5% or more of our
common stock, or family members of these persons wherein the amount involved in
the transaction or a series of similar transactions exceeded the lesser of
$120,000 or 1% of the average of our total assets for the last three fiscal
years.


Item 14.  Principal Accountant Fees and
Services





Audit and Non-Audit
Fees





The following table
sets forth the fees for professional audit services and the fees billed for
other services rendered by our auditors in connection with the audit of our
financial statements for the years ended October 31, 2008 and 2007, and any
other fees billed for services rendered by our auditors during these
periods.




BDO
      DunwoodyPeriod
      from November 1, 2007 to October 31, 2008Audit
      fees
              
              $
              19,073Audit-related
      fees
              
              
              0Tax
      fees
              
              
              0All other
      fees
              
              
              0Total
              
              $
              19,073





BDO
      DunwoodyPeriod
      from November 1, 2006 to October 31, 2007Audit
      fees
            
            $
            10,999Audit-related
      fees
            
            
            0Tax
      fees
            
            
            0All other
      fees
            
            
            0Total
            
            $
            10,999








Since our
inception, our Board of Directors, performing the duties of the audit committee,
has reviewed all audit and non-audit related fees at least annually. The Board,
acting as the audit committee, pre-approved all audit related services for the
year ended October 31, 2008.






21




PART IV





Item 15.  Exhibits, Financial Statement
Schedules





(a)(1) Financial
Statements





See our Financial
Statements set forth on page F-1 of this annual report.





(a)(2) Financial Statement
Schedules





None. The financial
statement schedules are omitted because they are inapplicable or the requested
information is shown in our financial statements or the related notes
thereto.





Exhibits





Exhibit
              Number
            Exhibit
              Description31.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of
  200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002







22




SIGNATURES





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





LABURNUM
      VENTURES INC.Date:
      February 13, 2009
            By:
            /s/
      Thomas BrownThomas
      BrownPresident,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer,
Director





Pursuant to the
requirements of the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





SIGNATURES
            
            TITLE
            
            DATE/s/
      Thomas BrownThomas
      Brown
            
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, Director
            
            February 13,
      2009