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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-KSB

(Mark One)[X]Annual Report Under Section 13 Or 15(d)
Of The Securities Exchange Act Of 1934

For the fiscal year ended October 31, 2006

[   ] Transition Report Under 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.(Name of small business issuer in its charter)

|NEVADA                                                               | 98-0480810                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1889 Matthews Avenue                                                 |                                     
|Vancouver, British Columbia                                          | V6J 5M5                             
|(Address of principal executive offices)                             | (Zip Code)                          

(604) 731-7777Issuers telephone number

|Securities registered under Section 12(b) of the Exchange
      Act: | NONE.                       
|-------------------------------------------------------------------- | ----------------------------
|Securities registered under Section 12(g) of the Exchange
      Act: | Shares of CommonStock,$0.001
|                                                                     | Par Value Per Share.        

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

State issuers revenues for its most recent fiscal year.
$NIL

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. (See definition
of affiliate in Rule 12b-2of the Exchange Act.): $70,000, based
on a price of $0.01 per share, being the price at which we last sold shares
of our common stock.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. 12,000,000
Shares of Common Stock as of February 12, 2007.

Transitional Small Business Disclosure Format (check one): Yes
[   ] No [X]

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LABURNUM VENTURES INC.

ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED OCTOBER
31, 2006

INDEX

|           |                                                                                                                                                    | PAGE  
|---------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|           |                                                                                                                                                    |       
|PART I     |                                                                                                                                                    | **3** 
|           |                                                                                                                                                    |       
|ITEM 1.    | Description of Business.                                                                                                                           | 3     
|ITEM 2.    | Description of Property.                                                                                                                           | 5     
|ITEM 3.    | Legal Proceedings.                                                                                                                                 | 9     
|ITEM 4.    | Submission of Matters to a Vote of Security
      Holders.                                                                                         | 9     
|           |                                                                                                                                                    |       
|PART II    |                                                                                                                                                    | **10**
|           |                                                                                                                                                    |       
|ITEM 5.    | Market for Common Equity and Related Stockholder
      Matters.                                                                                    | 10    
|ITEM 6.    | Managements Discussion and Analysis or Plan of Operation.                                                                                         | 11    
|ITEM 7.    | Financial Statements.                                                                                                                              | 15    
|ITEM 8.    | Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure.                                                        | 22    
|ITEM 8A.   | Controls and Procedures.                                                                                                                           | 22    
|ITEM 8B.   | Other Information.                                                                                                                                 | 22    
|           |                                                                                                                                                    |       
|PART III   |                                                                                                                                                    | **23**
|           |                                                                                                                                                    |       
|ITEM 9.    | Directors, Executive Officers, Promoters, Control Persons
      and Corporate Governance; Compliance with Section 16(A) of the Exchange
      Act. | 23    
|ITEM 10.   | Executive Compensation.                                                                                                                            | 24    
|ITEM 11.   | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters.                                              | 25    
|ITEM 12.   | Certain Relationships and Related Transactions,
      and Director Independence.                                                                   | 26    
|ITEM 13.   | Exhibits.                                                                                                                                          | 27    
|ITEM 14.   | Principal and Accountant Fees and Services.                                                                                                        | 27    
|           |                                                                                                                                                    |       
|SIGNATURES | **28**                                                                                                                                            

2

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PART I

Certain statements contained in this Annual Report on Form
10-KSB constitute forward-looking statements. These statements, identified by
words such as plan, anticipate, believe, estimate, should, expect,
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption
Managements Discussion and Analysis or Plan of Operation and elsewhere in
this Annual Report. We advise you to carefully review the reports and documents
we file from time to time with the Securities and Exchange Commission (the
SEC), particularly our Quarterly Reports on Form 10-QSB and our Current
Reports on Form 8-K.

As used in this Annual Report, the terms we, us, our,
Laburnum, and the Company mean Laburnum Ventures Inc., unless otherwise
indicated. All dollar amounts in this Annual Report are expressed in U.S.
dollars, unless otherwise indicated.

ITEM
1.              
 DESCRIPTION OF BUSINESS.

CORPORATE BACKGROUND

We were incorporated on March 11, 2004 under the laws of the
State of Nevada. We are an 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. The Sum Mineral Claim consists of an area of approximately
125 hectares located in southwestern British Columbia, approximately 10 miles
north of the town of Princeton. Due to restrictions set by the Province of
British Columbia on the ownership of mineral claims, title to the Sum Mineral
Claim is currently held in trust for our benefit by Guy R. Delorme, the original
staker of the claim. Our plan of operation is to conduct mineral exploration
activities on the Sum Mineral Claim in order to assess whether it possess
deposits of gold capable of commercial extraction.

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our properties, or if such deposits are
discovered, that we will enter into further substantial exploration programs.

Compliance with Government Regulations

We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to the
exploration of minerals in the Province of British Columbia. The main agency
that governs the exploration of minerals in the Province of British Columbia is
the Ministry of Mines.

The Ministry of Mines manages the development of British
Columbia's mineral resources, and implements policies and programs respecting
their development while protecting the environment. In addition, the Ministry of
Mines regulates and inspects the exploration and mineral production industries
in British Columbia to protect workers, the public and the environment.

The material legislation applicable to us is the British
Columbia Mineral Tenure Act, and the British Columbia Mines Act, as well as the
Health, Safety and Reclamation Code and the Mineral Exploration Code.

3

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The Mineral Tenure Act and its regulations govern the
procedures involved in the location, recording and maintenance of mineral titles
in British Columbia. The Mineral Tenure Act also governs the issuance of leases
which are long term entitlements to minerals.

All mineral exploration activities carried out on a mineral
claim or mining lease in British Columbia must be done in compliance with the
Mines Act. The Mines Act applies to all mines during exploration, development,
construction, production, closure, reclamation and abandonment. It outlines the
powers of the Chief Inspector of Mines, to inspect mines, the procedures for
obtaining permits to commence work in, on or about a mine and other procedures
to be observed at a mine. Additionally, the provisions of the Health, Safety and
Reclamation Code for mines in British Columbia contain standards for employment,
occupational health and safety, accident investigation, work place conditions,
protective equipment, training programs, and site supervision. Also, the Mineral
Exploration Code contains standards for exploration activities including
construction and maintenance, site preparation, drilling, trenching and work in
and about a water body.

Additional approvals and authorizations may be required from
other government agencies, depending upon the nature and scope of the proposed
exploration program. If the exploration activities require the falling of
timber, then either a free use permit or a license to cut must be issued by the
Ministry of Forests. Items such as waste approvals may be required from the
Ministry of Environment, Lands and Parks if the proposed exploration activities
are significantly large enough to warrant them. Waste approvals refer to the
disposal of rock materials removed from the earth which must be reclaimed. An
environmental impact statement may be required.

We have not budgeted for regulatory compliance costs in the
proposed work program recommended by our geological report on the Sum Mineral
Claim.

The Mineral Tenure Act requires that a holder of title to
mineral claims must spend at least $4.00 CDN (approximately $3.42 US) per
hectare per year in order to keep the property in good standing. The Sum Mineral
Claim consists of an area of approximately 125 hectares. As such, our annual fee
with respect to the Sum Mineral Claim is expected to be approximately $500 CDN
(approximately $427 US). The Sum Mineral Claim is currently in good standing
until July 6, 2007.

We will also have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings, our competitive position or on us in the event a potentially economic
deposit is discovered.

If we anticipate disturbing ground during our mineral
exploration activities, we will be required to make an application under the
Mines Act for a permit. A permit is issued within 45 days of a complete and
satisfactory application. We do not anticipate any difficulties in obtaining a
permit, if needed. The initial exploration activities on the Sum Mineral Claim
(grid establishment, geological mapping, soil sampling, geophysical surveys) do
not involve ground disturbance and as a result do not, at this time, require a
work permit. Any follow-up trenching and/or drilling will require permits,
applications for which will be submitted well in advance of the planned
work.

If we enter the production phase, of which there is no
assurance, the cost of complying with permit and regulatory environment laws
will be greater because the impact on the project area is greater. Permits and
regulations will control all aspects of the production program if the project
continues to that stage. The regulatory requirements that we will have to meet
will likely include:

4

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| | (i)   | Ensuring that any water discharge meets drinking water
      standards;                                                                         
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                 
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| |       |                                                                                                                                                 
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| |       |                                                                                                                                                 
| | (iv)  | All material to be left on the surface will need to be
      environmentally benign;                                                            
| |       |                                                                                                                                                 
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| |       |                                                                                                                                                 
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| |       |                                                                                                                                                 
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

Competition

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than us. Accordingly, these competitors may be able to spend
greater amounts on acquisitions of mineral properties of merit, on exploration
of their mineral properties and on development of their mineral properties. In
addition, they may be able to afford greater geological expertise in the
targeting and exploration of mineral properties. This competition could result
in competitors having mineral properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

Employees

We have no employees other than our sole executive officer and
director as of the date of this Annual Report on Form 10-KSB. We conduct our
business largely through agreements with consultants and arms length
persons.

Research and Development Expenditures

We have not incurred any research expenditures since our
incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or
trademark.

Subsidiaries

We do not have any subsidiaries.

ITEM
2.                DESCRIPTION
OF PROPERTY.

We currently do not own any physical property or own any real
property. We own a 100% undivided interest in the Sum Mineral Claim.

5

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We rent office spaces from our sole executive officer and sole
director, Thomas R. Brown, at Suite 1889 Matthews Avenue, Vancouver, British
Columbia, Canada V6J 5M5. This office space consists of approximately 150 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.

THE SUM MINERAL CLAIM

In June, 2004, we purchased a 100% undivided interest in 5
mineral claims known as the Sum-1, Sum-2, Sum-3, Sum-4 and Sum-5 claims (the
Original Claims) from Guy R. Delorme at a price of $4,500 CDN (approximately
$3,825 US).

In January, 2005, certain amendments were made to the British
Columbia Mineral Tenure Act (the Mineral Tenure Act). As a result of these
amendments, when it came time to renew the Original Claims with the Ministry of
Energy, Mines and Petroleum Resources for the Province of British Columbia (the
Ministry of Mines), it became advantageous for us to allow these claims to
lapse and to restake them. The mineral claim that we currently refer to as the
Sum Mineral Claim (the particulars of which are set out in greater detail,
below) covers substantially the same area as the Original Claims.

Title to the Sum Mineral Claim

Under the Mineral Tenure Act, title to British Columbia mineral
claims can only be held by individuals, British Columbia corporations or foreign
corporations extra-provincially registered in British Columbia. In order for us
to delay the cost of incorporating a British Columbia subsidiary or
extra-provincially registering our company until such time as we are able to
determine if there are commercially exploitable mineral reserves located on our
property, Mr. Delorme has agreed to hold title to our mineral claim in trust,
for our benefit. A copy of the Declaration of Trust executed by Mr. Delorme has
been filed as an exhibit to our Registration Statement on Form SB-2 filed with
the SEC on February 21, 2006. As we are the beneficial owners of the Sum Mineral
Claim, we will continue to pay the costs of maintaining the Sum Mineral Claim
and the cost of exploration activities on the property.

In order to maintain the Sum Mineral Claim in good standing, we
must complete minimum exploration work on the mineral claim and file
confirmation of the completion of the work with the Ministry of Energy, Mines
and Petroleum Resources for the Province of British Columbia (the Ministry of
Mines). In lieu of completing this work, we may pay a fee equal to the minimum
exploration work that must be performed with the Ministry of Mines. The
completion of mineral exploration work or payment in lieu of exploration work in
any year will extend the existence of our mineral claim for one additional year.
Our mineral claim is currently in good standing until July 6, 2007. The minimum
exploration work that must be performed and/or the fee for keeping our claim
current is equal to $4.00 CDN (approximately $3.40 US) per hectare. The Sum
Mineral Claim is comprised of approximately 125 hectares, meaning that we will
be required to complete minimum exploration work or pay a minimum fee of $500
CDN (approximately $425 US) each year, prior to July 6, in order to keep the Sum
Mineral Claim current. If we fail to complete the minimum required amount of
exploration work or fail to make a payment in lieu of this exploration work,
then our mineral claim will lapse and we will lose all interest that we have in
the mineral claim.

Description of Sum Mineral Claim

The Sum Mineral Claim is comprised of a six-cell claim block
with an area of approximately 125.73 hectares, located in southwestern British
Columbia, Canada, ten miles north of Princeton. See Figure 1 below.

The Sum Mineral Claim is recorded with the Ministry of Mines as
follows:

Name of Mineral Claim
    Area in Hectares
    Tenure Number
    Expiry DateSUM 1 - 6
    125.733
    516100
    July 6, 2007


6

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The Province of British Columbia owns the land covered by the
mineral claim. To our knowledge, there are no aboriginal land claims that might
affect our title to our mineral claim or the Provinces title of the property.

Figure 1 Location of Claim

Scale 1: 5,106,686



Location

The Sum Mineral Claim is located in southwestern British
Columbia, Canada, ten miles north of Princeton in the Summers/Allison Creek
area. The property is accessible from Princeton, British Columbia via paved
highway. Secondary gravel roads cover the central property area and logging
roads passable by four wheel drive vehicles junction off the gravel road to most
of the claim area.

The property is situated within the western edge of the Douglas
Plateau, which is within the physiographic area designated as the Interior
Plateau of British Columbia. The property area is on moderate to steep
mountainous slopes with incised valleys. Elevations range from 2,400 feet to
approximately 3,500 feet above sea level. Drainage in the northwest part of the
claim is provided by Oelrich Creek through to Allison Creek southwest of the
property. In the southwest portion of the claim group, drainage is to the
southwest off the mountain. Locally, ground can become very steep (up to 45
degrees) in the Oelrich Creek drainage area of the claim.

Climate

The region is situated within the dry belt of British Columbia,
with yearly rainfall between 10 and 12 inches. Temperatures during the summer
months could reach a high of 85° F with an average of 40° F.

7

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Temperatures during the winter months could reach a low of -20°
F with an average of 15° F. On the property, snow cover on the ground could be
from December to April and would not hamper a year-round exploration and/or
development program.

Infrastructure

Currently there is no plant or equipment located on the Sum
Mineral Claim. There are many creeks located on the property, which should
provide sufficient water for all phases of the exploration plan that may be
undertaken. There are no electrical facilities currently built on the property.
Diesel-electrical power will be required in the initial stages of development.
In the future, it may be possible to access electrical power from a high voltage
transmission line that lies approximately twenty miles east of the property.

History

The history of the area surrounding the Sum Mineral Claim dates
back to the late 1890s, when copper deposits were discovered in the area. In
was not until the discovery of placer gold near Princeton, British Columbia,
that the copper discoveries gained interest. The first claims in the area were
staked in 1892 at Copper Mountain, located 10 miles east of Princeton. After
years of exploration and development, due to the increase in copper prices
created by wartime demand, a 2,000 ton per day concentrator was built to process
the ores mined at Copper Mountain. The concentrator began processing ore from
the region in 1925. Between 1925 and 1936, the concentrator treated
approximately 34,775,101 tons of ore, mostly supplied from underground
operations. The ore treated at the concentrator produced approximately
613,139,846 pounds of copper, 187,294 ounces of gold and 4,384,097 ounces of
silver.

Exploration and underground development in the region continued
until 1970, resulting in the delineation of a 76 million ton mineral resource,
averaging 0.53 percent copper. In 1970, a concentrator was constructed with a
capacity of 15,000 tons per day. The area has periodically been in operation
since that time. It is not currently in operation.

The Sum Mineral Claim itself encompasses a former mineral claim
that was referred to as the JRG claim, and was explored by Laurie Resources Ltd.
in 1983. A magnetometer survey and soil survey were completed, which included
the ground covered by the Sum Mineral Claim. The results delineated anomalous
magnetometer and copper zones that are partially within the confines of our
property. The magnetometer results indicated an anomaly correlated with the
magnetite skarn zone located within the Sum Mineral Claim. The anomalous zone
extends for a northerly trending strike length of 750 meters. The report on the
survey concluded that the skarn zone may be larger than what the surface geology
indicated. We are not aware of any other work completed on the Sum Mineral
Claim.

Property Geology

The Sum Mineral Claim covers rocks of the Princeton Group in
the north and touches the Nicola Group and a grandiorite in the south. The
Princeton Group is comprised of units of conglomerate, sandstone, volcanic and
extrusive rocks. At Copper Mountain, located southeast of the Sum Mineral Claim,
the Princeton Group conglomerate and sandstone rocks are comprised of coarse
boulder conglomerate and minor sandstone. The conglomerate contains rounded
pebbles, cobbles and boulders, suggesting that the conglomerate probably
occupies an ancient stream course that followed a fault. Interbeds of sandstone
occur within the conglomerate. The volcanic formation of the Princeton Group is
comprised of both extrusive and intrusive phases. The most common rock type is
extrusive and consists of fine grained basaltic hornblende andesite porphyry.
This rock is grey to brownish where fresh, but can be pink, brick red, or light
green depending on the degree and type of oxidation and weathering. It is
typified by a fine grained quartz poor matrix, with needles of basaltic
hornblende that are commonly preferentially oriented and up to five millimeters
long. Associated with the andesite flows are subordinate amounts of tuff,
lapilli tuff and, in some places, coarse volcanic breccia.

8

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The Nicola Group of rocks includes a variety of volcanic rocks
and sedimentary units that are directly related to the volcanic suite. The
volcanic rocks are generally rocks of largely volcanic derivation and minor
dykes, sills and irregular intrusive andesites.

The geologist who prepared our initial geological evaluation
report for the Sum Mineral Claim reported that previous reports on the JRG
claim, which was located within the Sum Mineral Claim, stated that the Upper
Triassic formations located on the property were of the volcanics and limestone
of the Nicola Group. Rocks from the Upper Jurassic to Lower Cretaceous are also
found on the property.

The property is situated within the Nicola Belt of rocks within
an area of undivided volcanic rocks of the Nicola Group, grandioritic
intrusives, and undivided sedimentary rocks of the Princeton Group. The property
is within a similar geological environment to the mineral resources at the
Ingerbelle, a former productive mine that had a mineral resource of 76 million
tons of 0.53% Cu located ten miles east of Princeton, and the two other mineral
resources, 16 miles north of Princeton with reported mineral resources of
14,513,600 tonnes of 0.56% Cu and 37,191,100 tonnes of 0.48% Cu. The mineral
zones at all three properties are associated with major structures.

Mineralization

Previous reports have indicated that, at the JRG zone of the
Sum Mineral Claim, the skarn is characterized by epidote, magnetite and usually
a siliceous nature of the rock. Locally, at two showings, there is disseminated
pyrite in small veinlets of secondary calcite with malachite stain. Areas of
extreme gossan occur both in the volcanics and the intrusive.

Previous reports indicate that a zone of skarn alteration
occurs in a stock of monzonite and grandiorite of the Cretaceous Allison Creek
stocks. The zone is developed over an area of 36 meters long and up to 27 meters
wide. The skarn contains epidote, quartz, magnetite, pyrite, malachite and minor
chalcopyrite. A grab sample assayed 0.01 gram per tonne gold, 7.7 grams per
tonne silver and 0.322 per cent copper.

An area of mineralized calcite veinlets occurs in augite
plagioclase andesite of the Upper Triassic Nicola Group, 400 meters to the
north. A sample of a calcite veinlet with malachite and minor pyrite assayed
0.01 gram per tonne gold, 11.4 grams per tonne silver and 1.779 per cent
copper.

A third area of mineralization occurs 300 meters southeast of
the skarn zone. Here, a road cut in lithic and crystal tuff contains pyrite and
chalcopyrite.

Our geological evaluation report states that the Sum Mineral
Claim is located within a favorable geological environment for the occurrence of
potentially economic porphyry mineral resources. The mineralization of the
property is generally associated with intrusives invading Nicola Group rocks and
associated with major structural breaks. Specifically, the mineralization is
similar to other mineral properties in the region that have been productive in
the past, with chalcopyrite being dominant and magnetite being a strong
indicator of potential economic mineralization. At the Sum Mineral Claim, a
mineralized skarn zone correlates with a major structure and an extensive
magnetic anomaly indicating a potential mineral zone that would require
additional exploration to determine the mineral potential.

ITEM
3.                LEGAL
PROCEEDINGS.

We are not a party to any material legal proceedings and, to
our knowledge, no such proceedings are threatened or contemplated.

ITEM
4.                SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

9

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PART II

ITEM
5.                MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

General

Our authorized capital stock consists of 100,000,000 shares of
common stock, with a par value of $0.001 per share, and 100,000,000 shares of
preferred stock, with a par value of $0.001 per share. As of February 12, 2007,
there were 12,000,000 shares of our common stock issued and outstanding that are
held of record by fifty one (51) registered stockholders. We have not issued any
shares of preferred stock.

Market Information

Currently, there is no established public trading market for
our securities. We have submitted an application to have our common stock traded
on the Over-The-Counter Bulletin Board; however there are no assurances that our
application will be approved or that a public market for our securities will
materialize.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the SEC, which:

| | (a) | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                          
| | (b) | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation of such duties or other requirements of
      securities laws;
| |     |                                                                                                                                                                                                                                          
| | (c) | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
| |     |                                                                                                                                                                                                                                          
| | (d) | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
| |     |                                                                                                                                                                                                                                          
| | (e) | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
| |     |                                                                                                                                                                                                                                          
| | (f) | contains such other information and in such form as the
      SEC shall require by rule or regulation.                                                                                                                                   

The broker-dealer also must, prior to effecting any transaction
in a penny stock, provide the customer with:

| | (a) | bid and offer quotations for the penny stock;                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| | (b) | the compensation of the broker-dealer and its salesperson
      in the transaction;                                                                                           
| |     |                                                                                                                                                                               
| | (c) | the number of shares to which such bid and ask prices
      apply, or other comparable information relating to the depth and liquidity
      of the market for such stock; and
| |     |                                                                                                                                                                               
| | (d) | monthly account statements showing the market value of
      each penny stock held in the customer's account.                                                                 

In addition, the penny stock rules require that, prior to a
transaction in a penny stock that is not otherwise exempt from those rules, the
broker-dealer must:

10

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| | (a) | make a special written determination that the penny stock
      is a suitable investment for the purchaser; and                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                      
| | (b) | receive from the purchaser his or her written
      acknowledgement of receipt of the determination and a written agreement to
      the transaction.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our common stock and therefore
stockholders may have difficulty selling those securities.

Dividends

We have not declared any dividends on our common stock since
our inception. There are no dividend restrictions that limit our ability to pay
dividends on our common stock in our Articles of Incorporation or Bylaws. Our
governing statute, Chapter 78  Private Corporations of the Nevada Revised
Statutes (the NRS), does provide limitations on our ability to declare
dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring
dividends where, after giving effect to the distribution of the dividend:

| | (a) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                                                                                                                                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b) | our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the time of distribution, to satisfy the preferential rights
      upon dissolution of stockholders who may have preferential rights and
      whose preferential rights are superior to those receiving the distribution
      (except as otherwise specifically allowed by our Articles of
      Incorporation).

Recent Sales Of Unregistered Securities

None.

ITEM
6.                MANAGEMENTS
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration
activities on the Sum Mineral Claim in order to assess whether the property
contains mineral reserves that are capable of commercial extraction. Our
exploration program is designed to explore for commercially viable deposits of
copper, silver and gold. We have not, nor has any predecessor, identified any
commercially exploitable reserves of these minerals on our mineral claim.

We received a geological evaluation report on the Sum Mineral
Claim entitled Geological Evaluation Report on the Sum Property prepared by
Laurence Sookochoff, P. Eng. on November 19, 2005. In his geological report, Mr.
Sookochoff recommended that a three phase continuing exploration program be
conducted as follows:

Phase
      Exploration Program
      Cost
      StatusPhase I
    Prospecting, Trenching and Sampling
    $3,500
    Completed as of April of 2006.Phase II
    Coverage of the area with VLF-EM and magnetometer surveys
    $6,500
    Expected to be completed in the Spring of 2007.Phase III
    Geological mapping and sampling
    $10,000
    Expected to be completed in 2007, depending on the
      results of Phase II.Total Estimated Cost
    $20,000


11

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Phase I of our exploration program was completed in April of
2006. We received the Phase I report from Mr. Sookochoff on April 30, 2006.
According to the report, samples that were taken from trenches dug as part of
the Phase I work indicated potential zones of significant mineralization on the
Sum Mineral Claim.

In his Phase I report, Mr. Sookochoff recommended that we
proceed with Phase II of our exploration program. Phase II will involve
localized VLF-EM and magnetometer surveys which will define the skarn
mineralization with its contained magnetite and could delineate
breccia/structural zones with potential increased mineralization. Work on Phase
II has commenced and is expected to be completed in the Spring of 2007. A
decision whether to proceed beyond Phase II of our exploration program will be
made by assessing whether the results of Phase II are sufficiently positive. In
making this decision, we will rely on the recommendations of our geological
consultant. The decision of the consultant whether or not to recommend
proceeding will be based on a number of factors, including his subjective
judgment, and will depend primarily on the results of the immediately preceding
exploration stage.

We anticipate that we will incur the following expenses over
the next twelve months:

Category
      Planned Expenditures Over The
      Next 12 Months (US$)Legal and Accounting Fees
    $20,000Office Expenses
    $3,000Mineral Property Exploration Expenses
    $16,500TOTAL
    $39,500


Our total expenditures over the next twelve months are
anticipated to be approximately $39,500. Our cash on hand as of October 31, 2006
was $10,653. We do not have sufficient cash on hand to pay the anticipated costs
of our proposed exploration program. As such, we will require additional
financing to fund our operations for the next twelve months. In addition, there
are no assurances that the actual costs of completing this exploration program
will not exceed our estimates of those costs. If the actual costs of the
exploration program are substantially greater than what we have estimated, or if
we decide to proceed with additional work beyond Phase III, of which there is no
assurance, we may also be required to seek additional financing. We currently do
not have any arrangements for additional financing.

During the next twelve months, we do not anticipate generating
any revenue. We anticipate that any additional funding will come from equity
financing from the sale of our common stock or sale of part of our interest in
the Sum Mineral Claim. If we are successful in completing an equity financing,
existing shareholders will experience dilution of their interest in our company.
We do not have any financing arranged and we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund Phase II or Phase III of our exploration program. In the
absence of such financing, our business will fail.

Based on the nature of our business, we anticipate incurring
operating losses in the foreseeable future. We base this expectation, in part,
on the fact that very few mineral claims in the exploration stage ultimately
develop into producing, profitable mines. Our future financial results are also
uncertain due to a number of factors, some of which are outside our control.
These factors include, but are not limited to:

-      our
ability to raise additional funding;-      the
market price for copper, silver and gold; and-     
the results of our proposed exploration program on our mineral property.

Due to the lack of our operating history and our present
inability to generate revenues, our auditors have stated in their audit report
included in our audited financial statements for the year ended October 31, 2006
that there currently exists substantial doubt about our ability to continue as a
going concern.

12

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RESULTS OF OPERATIONS

|Summary of Year End Results |           |                             |                      
|--------------------------- | --------- | --------------------------- | ---------------------
|                            |           | Year
      Ended October 31 |                      
|                            |           |                             | Percentage           
|                            | 2006      | 2005                        | Increase / (Decrease)
|Revenue                     | $--       | $--                         | n/a                  
|Expenses                    | (76,814)  | (15,151)                    | 407.0%               
|Foreign Currency Adjustment | --        | (211)                       | n/a                  
|Net Comprehensive Loss      | $(76,814) | $(15,362)                   | 400.0%               

Revenues

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral property. We are presently in the exploration stage of our business and
we can provide no assurance that any commercially viable mineral deposits exist
on our mineral claim, that we will discover commercially exploitable levels of
mineral resources on our property, or, if such deposits are discovered, that we
will enter into further substantial exploration programs. Further exploration is
required before a final determination can be made as to whether our mineral
claim possesses commercially exploitable mineral deposits of copper, silver and
gold.

Expenses

The major components of our operating expenses are outlined in
the table below:

|                                 | Year
      Ended | Year
      Ended | Percentage           
|-------------------------------- | ---------------- | ---------------- | ---------------------
|                                 | October 31, 2006 | October 31, 2005 | Increase / (Decrease)
|Accounting and audit fees        | $24,696          | $3,600           | 586.0%               
|Legal fees                       | 28,244           | 1,674            | 1,587.2%             
|Management fees                  | 6,000            | 6,000            | --                   
|Mineral property and exploration | 9,100            | --               | n/a                  
|costs                            |                  |                  |                      
|Office and sundry                | 8,774            | 3,877            | 126.3%               
|Total                            | $76,814          | $15,151          | 407.0%               

The increases in expenses are primarily a result of the
increase in accounting and legal fees and costs associated with our mineral
exploration activities. The majority of the amounts spent by us on accounting
and legal fees are amounts paid in connection with preparing and filing our
Registration Statement under the Securities Act, and meeting our ongoing
reporting obligations under the Exchange Act.

We anticipate our operating expenses will increase
significantly as we proceed with our exploration program.

13

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LIQUIDITY AND FINANCIAL CONDITION

|Working Capital           |                           |                           |                      
|------------------------- | ------------------------- | ------------------------- | ---------------------
|                          |                           |                           | Percentage           
|                          | At
      October 31, 2006 | At
      October 31, 2005 | Increase / (Decrease)
|Current Assets            | $10,653                   | $71,466                   | (85.1)%              
|Current Liabilities       | (44,299)                  | (28,698)                  | 54.4%                
|Working Capital (Deficit) | $(33,646)                 | $42,768                   | (178.7)%             

|Cash Flows                                           |                  |                 
|---------------------------------------------------- | ---------------- | ----------------
|                                                     | Year Ended       | Year Ended      
|                                                     | October 31, 2006 | October 31, 2005
|Cash Flows used in Operating
      Activities        | $(48,562)        | $(10,178)       
|Cash Flows from (used in) Financing
      Activities | (9,451)          | 76,968          
|Foreign currency translation                         | --               | (211)           
|Net Increase (Decrease) in Cash During Period        | $(58,013)        | $66,579         

The decreases in our working capital at October 31, 2006 from
our year ended October 31, 2005, and the increase in our cash used during the
year ended on October 31, 2006, from the preceding fiscal year are primarily a
result of the increase in accounting and legal fees associated with preparing
and filing our Registration Statement under the Securities Act of 1933, the
costs associated with meeting our reporting obligations under the Exchange Act,
the increase in costs associated with our mineral exploration activities, and
from the fact that we had no revenue or sources of financing during the fiscal
year ended October 31, 2006.

As of October 31, 2006, we had cash on hand of $10,653. Since
our inception, we have used our common stock to raise money for our operations
and for our property acquisitions. We have not attained profitable operations
and are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the fiscal year ended October 31, 2006 that there is substantial
doubt that we will be able to continue as a going concern.

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing to fund our planned business
activities.

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 financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to our stockholders.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to the audited financial statements included in this
Annual Report.

14

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Foreign Currency Translation

Our functional currency is the Canadian dollar. We use the
United States of America dollar as our reporting currency for consistency with
the registrants of the SEC and in accordance with FAS No. 52.

Assets and liabilities denominated in a foreign currency at
period-end are translated at the exchange rate in effect at the period-end 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 as of the transaction
date. Any exchange gains or losses are included in other income or expenses on
the statement of operations, if applicable.

Mineral Property

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

Financial Instruments

The carrying value of cash, share subscriptions receivable,
accounts payable and accrued liabilities, loan payable and due to related party
approximates their fair value because of the short maturity 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.

RISKS AND UNCERTAINTIES

If we do not obtain additional financing, our business will
fail.

Our current operating funds are not sufficient to meet the
anticipated costs of Phases II and III of our exploration program. As such, we
will require additional financing to fund our operations for the next twelve
months. If the actual costs of our exploration program significantly exceed our
estimates or if we decide to proceed to or beyond Phase III of our exploration
program or if we decide to begin mining efforts in the event that it is
determined that our property contains mineral reserves, we will need to obtain
additional financing in order to complete our business plan. As of October 31,
2006, the date of our most recently available financial statements, we had cash
on hand in the amount of $10,653. We have not earned any revenue since our
inception. Our plan of operation calls for significant expenses in connection
with the exploration of our mineral claim. We currently do not have any
arrangements for financing and we may not be able to obtain financing when
required. Obtaining additional financing would be subject to a number of factors
outside of our control, including the results from our exploration program, and
any unanticipated problems relating to our mineral exploration activities,
including environmental assessments and additional costs and expenses that may
exceed our current estimates. These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us in which case our
business will fail.

We have yet to earn revenue and, because our ability to
sustain our operations is dependent on our ability to raise financing, our
accountants believe that there is substantial doubt about our ability to
continue as a going concern.

We have accrued net losses of $107,908 for the period from our
  inception on March 11, 2004 to October 31, 2006, and have no revenues to date.
  Our future is dependent upon our ability to obtain financing and upon future
  profitable operations from the development of our mineral claim. These factors
  raise substantial doubt that we will be able to continue as a going concern.
  Amisano Hanson,

15

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Chartered Accountants, our independent auditors, have expressed
substantial doubt about our ability to continue as a going concern given our
accumulated losses. This opinion could materially limit our ability to raise
additional funds by issuing new debt or equity securities or otherwise. If we
fail to raise sufficient capital, we will not be able to complete our business
plan. As a result, we may have to liquidate our business and you may lose your
investment. You should consider our auditors comments when determining if an
investment in Laburnum is suitable.

Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

You should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The Sum Mineral Claim does not
contain a known body of commercial ore and, therefore, any program conducted on
the Sum Mineral Claim would be an exploratory search of ore. There is no
certainty that any expenditures made in the exploration of the Sum Mineral Claim
will result in discoveries of commercial quantities of ore. Most exploration
projects do not result in the discovery of commercially mineable deposits of
ore. Problems such as unusual or unexpected formations and other conditions are
involved in mineral exploration and often result in unsuccessful exploration
efforts. If the results of our exploration program do not reveal viable
commercial mineralization, we may decide to abandon our claim and acquire new
claims for new exploration. The acquisition of additional claims will be
dependent upon our possessing capital resources at the time in order to purchase
such claims. If no funding is available, we may be forced to abandon our
operations.

We have no known mineral reserves and if we cannot find any,
we will have to cease operations.

Because we have only recently commenced business operations, we
expect to incur substantial losses for the foreseeable future.

We have never earned any revenues and we have never been
profitable. Prior to completing our exploration program for the Sum Mineral
Claim, we will likely incur increased operating expenses without realizing any
revenues. This could cause our business to fail.

We have no mineral reserves. If we do not find a mineral
reserve containing gold, copper, or silver or if we cannot complete the
exploration of the mineral reserve, either because we do not have the money to
do it or because it will not be economically feasible to do it, we will have to
cease operations and you will lose your investment.

Mineral exploration is highly speculative. It involves many
risks and is often non-productive. Even if we are able to find mineral reserves
on our property, our production capability is subject to further risks
including:

| | - | costs of bringing the property into production including
      exploration work, preparation of production feasibility studies, and
      construction of production facilities, all of which we have not budgeted
      for;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | availability and costs of financing;                                                                                                                                                                                         
| | - | ongoing costs of production; and                                                                                                                                                                                             
| | - | environmental compliance regulations and restraints.                                                                                                                                                                         

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near the Sum Mineral Claim, and such other
factors as government regulations, including regulations relating to allowable
production, importing and exporting of minerals, and environmental
protection.

16

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Given the above noted risks, the chances of finding reserves on
our mineral property are remote and funds expended on exploration will likely be
lost.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time we have no insurance to
cover against these hazards. The payment of such liabilities may result in our
inability to complete our planned exploration program and/or obtain additional
financing to fund our exploration program.

As we undertake exploration of our mineral claim, we will be
subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We will be subject to the laws of the Province of
British Columbia as we carry out our exploration program. We may be required to
obtain work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these laws. If we enter the
production phase, the cost of complying with permit and regulatory environment
laws will be greater because the impact on the project area is greater. Permits
and regulations will control all aspects of the production program if the
project continues to that stage. Examples of regulatory requirements
include:

| | (i)   | Water discharge will have to meet drinking water
      standards;                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                 
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| |       |                                                                                                                                                 
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| |       |                                                                                                                                                 
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;                                           
| |       |                                                                                                                                                 
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| |       |                                                                                                                                                 
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be remediated;
and                
| |       |                                                                                                                                                 
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

Our annual cost of compliance with the Mineral Tenure Act is
currently approximately $487 per year. There is a risk that new regulations
could increase our costs of doing business and prevent us from carrying out our
exploration program. We will also have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. If remediation costs exceed our cash
reserves we may be unable to complete our exploration program and have to
abandon our operations.

17

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Our failure to make required payments or expenditures could
cause us to lose title to the mineral claim.

In the Province of British Columbia, the recorded holder of a
mineral claim is required to perform a minimum amount of exploration work on a
claim or make payment in the equivalent sum in lieu of work. The fee is $4.00
CDN per hectare (approximately $3.42 US per hectare) in the first three years
and $8.00 CDN per hectare (approximately $7.04 US per hectare) in subsequent
years plus a $0.40 CDN per hectare (approximately $0.35 US per hectare)
recording fee annually. Our mineral claim consists of 125.733 hectares. As such,
the minimum exploration expenditures and/or filing fee required to maintain the
Sum Mineral Claim in good standing is anticipated to be $553 CDN (approximately
$487 US) annually for the years 2006, 2007 and 2008 and $1,056 CDN
(approximately $929 US) annually thereafter. Our claim is in good standing until
July 6, 2007. If we fail to incur the minimum exploration expenditures or make
any of the required payments in lieu thereof, we could lose title to the Sum
Mineral Claim.

If we do not obtain clear title to the mineral claim, our
business may fail.

Under British Columbia law, title to British Columbia mineral
claim can only be held by individuals, British Columbia corporations or foreign
corporations extra-provincially registered in British Columbia. Since we are a
Nevada corporation and we are not extra-provincially registered in Canada, we
are not legally allowed to hold claims in British Columbia. As such, our mineral
claim is being held in trust for us by Guy R. Delorme. If we confirm
economically viable deposits of copper, silver or gold on our mineral claim, we
will incorporate a British Columbia subsidiary to hold title to the mineral
claim and Mr. Delorme will transfer the claim to the subsidiary. Until we can
confirm viable copper, silver or gold deposits, Mr. Delorme will hold the claim
in trust for us. However, there could be situations such as the death of the
titleholder that could prevent us from obtaining clear title to the mineral
claim. If we are unable to obtain clear title to the mineral claim, our business
will likely fail.

Because our executive officer does not have formal training
specific to the technicalities of mineral exploration, there is a higher risk
that our business will fail.

Thomas R. Brown, our sole executive officer and director, does
not have any formal training as a geologist or in the technical aspects of
management of a mineral exploration company. With no direct training or
experience in these areas, our management may not be fully aware of the specific
requirements related to working within this industry. Our management's decisions
and choices may not take into account standard engineering or managerial
approaches mineral exploration companies commonly use. Consequently, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in this industry.

Because our sole executive officer and director, Thomas R.
Brown, owns 41.7% of our outstanding common stock, investors may find that
corporate decisions controlled by Mr. Brown are inconsistent with the interests
of other stockholders.

Thomas R. Brown, our President, controls 41.7% of issued and
outstanding shares of our common stock. Accordingly, in accordance with our
Articles of Incorporation and Bylaws, Mr. Brown is able to control who is
elected to our board of directors and thus could act, or could have the power to
act, as our management. Since Mr. Brown is not simply a passive investor but is
also one of our active executives, his interests as an executive may, at times,
be adverse to those of passive investors. Where those conflicts exist, our
shareholders will be dependent upon Mr. Brown exercising, in a manner fair to
all of our shareholders, his fiduciary duties as an officer or as a member of
our board of directors. Also, due to his stock ownership position, Mr. Brown
will have: (i) the ability to control the outcome of most corporate actions
requiring stockholder approval, including amendments to our Articles of
Incorporation; (ii) the ability to control corporate combinations or similar
transactions that might benefit minority stockholders which may be rejected by
Mr. Brown to their detriment, and (iii) control over transactions between him
and Laburnum.

18

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We may conduct further offerings in the future in which case
your shareholdings will be diluted.

We completed an offering of 7,000,000 shares of our common
stock at a price of $0.01 per share to investors on November 30, 2005. Since our
inception, we have relied on such equity sales of our common stock to fund our
operations. We may conduct further equity offerings in the future to finance our
current projects or to finance subsequent projects that we decide to undertake.
If common stock is issued in return for additional funds, the price per share
could be lower than that paid by our current stockholders. We anticipate
continuing to rely on equity sales of our common stock in order to fund our
business operations. If we issue additional stock, your percentage interest in
us will be diluted. The result of this could reduce the value of your stock.

If a market for our common stock does not develop,
stockholders may be unable to sell their shares.

There is currently no market for our common stock and we can
provide no assurance that a market will develop. We intend to apply for trading
of our common stock on the Over-the-Counter Bulletin Board (the OTC Bulletin
Board). However, we can provide no assurance that our shares will be approved
for trading on the OTC Bulletin Board or, if traded, that a public market will
materialize. If our common stock is not traded on the OTC Bulletin Board or if a
public market for our common stock does not develop, stockholders may not be
able to re-sell the shares of our common stock that they have purchased and may
lose all of their investment.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The shares of our common stock constitute penny stocks under
the Exchange Act. The shares will remain classified as a penny stock for the
foreseeable future. The classification as a penny stock makes it more difficult
for a broker/dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker/dealer engaged by the purchaser for the purpose of selling his or her
shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather
than having to comply with these rules, some broker-dealers will refuse to
attempt to sell a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange
Act subjects the sale of the shares of our common stock to certain regulations
which impose sales practice requirements on broker/dealers. For example,
brokers/dealers selling such securities must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in such securities.

Legal remedies, which may be available to an investor in "penny
stocks", are as follows:

|(a) | if "penny stock" is sold to you in violation of your
      rights listed above, or other federal or states securities laws, you may
      be able to cancel your purchase and get your money back.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                   
|(b) | if the stocks are sold in a fraudulent manner, you may be
      able to sue the persons and firms that caused the fraud for
  damages.                                                            
|    |                                                                                                                                                                                                   
|(c) | if you have signed an arbitration agreement, however, you
      may have to pursue your claim through arbitration.                                                                                

If the person purchasing the securities is someone other than
an accredited investor or an established customer of the broker/dealer, the
broker/dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment experience
and investment objectives. The broker/dealer must also make a determination
whether the transaction is suitable for the customer and whether the customer
has sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in such
securities.

19

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Accordingly, the SEC's rules may limit the number of potential
purchasers of the shares of our common stock.

As our business assets and our directors and officers are
located outside of the United States, investors may be limited in their ability
to enforce civil actions against our assets or our directors and
officers.

Our business assets are located in Canada and our sole director
and executive officer is a resident of Canada. Consequently, it may be difficult
for United States investors to effect service of process within the United
States upon our assets or our directors or officers, or to realize in the United
States upon judgments of United States courts predicated upon civil liabilities
under U.S. Federal Securities Laws. A judgment of a U.S. court predicated solely
upon such civil liabilities may not be enforceable in Canada by a Canadian court
if the U.S. court in which the judgment was obtained did not have jurisdiction,
as determined by the Canadian court, in the matter. There is substantial doubt
whether an original action could be brought successfully in Canada against any
of our assets or our directors and officers predicated solely upon such civil
liabilities.

Because we hold a significant portion of our cash reserves
in United States dollars, we may experience losses due to foreign exchange
translations.

We hold a significant portion of our cash reserves in United
States dollars. Due to foreign exchange rate fluctuations, the value of these
United States dollar reserves can result in both translation gains and losses in
Canadian dollar terms. If there were to be a significant decline in the United
States dollar versus the Canadian Dollar, our Canadian dollar purchasing power
would also significantly decline. We have not entered into derivative
instruments to offset the impact of foreign exchange fluctuations. Such foreign
exchange declines could cause us to experience increased exploration
expenses.

20

---

ITEM
7.                FINANCIAL
STATEMENTS.

|**Index to Financial Statements:**                              | Page                                                                                                                                                           
|--------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                |                                                                                                                                                                
|Audited financial statements as of October 31, 2006, including: |                                                                                                                                                                
|                                                                |                                                                                                                                                                
|1.                                                              | Report of Independent Registered Public Accounting Firm;                                                                                                       
|                                                                |                                                                                                                                                                
|2.                                                              | Balance Sheets as of October 31, 2006 and 2005;                                                                                                                
|                                                                |                                                                                                                                                                
|3.                                                              | Statements of Operations for the years ended October 31,
        2006 and 2005 and for the period from inception on March 11, 2004 to October
        31, 2006;
|                                                                |                                                                                                                                                                
|4.                                                              | Statements of Cash Flows for the years ended October 31,
        2006 and 2005 and for the period from inception on March 11, 2004 to October
        31, 2006;
|                                                                |                                                                                                                                                                
|5.                                                              | Statement of Stockholders Equity (Deficiency) for
        the period from inception on March 11, 2004 through October 31, 2006;
        and                   
|                                                                |                                                                                                                                                                
|6.                                                              | Notes to Financial Statements.                                                                                                                                 

21

---



















LABURNUM VENTURES INC.

(A Pre-exploration Stage Company)

REPORT AND FINANCIAL STATEMENTS

October 31, 2006 and 2005

(Stated in US Dollars)

---

|A PARTNERSHIPOFINCORPORATEDPROFESSIONALS | AMISANO HANSON      
|---------------------------------------- | --------------------
|                                         | CHARTEREDACCOUNTANTS





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. (A Pre-exploration Stage Company) as of October 31, 2006 and 2005 and the
  related statements of operations, stockholders' equity (deficiency) and cash
  flows for the years ended October 31, 2006 and 2005 and the period from March
  11, 2004 (Date of Inception) to October 31, 2006. These financial statements
  are the responsibility of the company's management. Our responsibility is to
  express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States of America). Those
  standards require that we plan and perform an audit to obtain reasonable assurance
  about whether the financial statements are free of material misstatement. An
  audit includes examining on a test basis, evidence supporting the amounts and
  disclosures in the financial statements. An audit also includes assessing the
  accounting principles used and significant estimates made by management, as
  well as evaluating the overall financial statement presentation. We believe
  that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements referred to above
  present fairly, in all material respects, the financial position of Laburnum
  Ventures Inc. as of October 31, 2006 and 2005 and the results of its operations
  and its cash flows for the years ended October 31, 2006 and 2005 and the period
  from March 11, 2004 (Date of Inception) to October 31, 2006, 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, and has no established source of revenue and is dependent on its ability
  to raise capital from shareholders or other sources to sustain operations. 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 this uncertainty.

|Vancouver, Canada | AMISANO HANSON     
|----------------- | ---------------------
|February 6, 2007  | CHARTERED ACCOUNTANTS





750 WEST PENDER STREET, SUITE 604
      TELEPHONE:
      604-689-0188VANCOUVER CANADA
      FACSIMILE:
      604-689-9773V6C 2T7
      E-MAIL:
      amishan@telus.net


---

LABURNUM VENTURES INC.(A Pre-exploration Stage Company) 
  BALANCE SHEETS
  October 31, 2006, and 2005 
  (Stated in US Dollars)

|                                                            |   | 2006     |   |   | 2005    |  
|----------------------------------------------------------- | - | -------- | - | - | ------- | -
|                                                            |   |          |   |   |         |  
|**ASSETS**                                                  |  
|                                                            |   |          |   |   |         |  
|Current                                                     |   |          |   |   |         |  
|Cash                                                        | $ | 10,653   |   | $ | 68,666  |  
|Share subscriptions receivable
       Note 6               |   | -        |   |   | 2,800   |  
|                                                            |   |          |   |   |         |  
|                                                            | $ | 10,653   |   | $ | 71,466  |  
|                                                            |   |          |   |   |         |  
|LIABILITIES                                                 |  
|                                                            |   |          |   |   |         |  
|Current                                                     |   |          |   |   |         |  
|Accounts payable and accrued liabilities                    | $ | 36,825   |   | $ | 8,573   |  
|Loan payable  Note
      4                                 |   | -        |   |   | 5,941   |  
|Due to related party  Note 5                               |   | 7,474    |   |   | 14,184  |  
|                                                            |   |          |   |   |         |  
|                                                            |   | 44,299   |   |   | 28,698  |  
|                                                            |   |          |   |   |         |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                           |  
|                                                            |   |          |   |   |         |  
|Capital stock  Notes 6 and 10                              |   |          |   |   |         |  
|Authorized:                                                 |   |          |   |   |         |  
|100,000,000 preferred stock, par value $0.001, none issued  |   |          |   |   |         |  
|100,000,000 common shares, par value $0.001
      per share |   |          |   |   |         |  
|Issued and outstanding:                                     |   |          |   |   |         |  
|12,000,000 common shares (2005: 5,000,000)                  |   | 12,000   |   |   | 5,000   |  
|Additional paid in capital                                  |   | 63,000   |   |   | -       |  
|Share subscriptions  Note 6                                |   | -        |   |   | 69,600  |  
|Accumulated foreign currency translation adjustments        |   | (738     | ) |   | (738    | )
|Deficit accumulated during the pre-exploration
      stage  |   | (107,908 | ) |   | (31,094 | )
|                                                            |   |          |   |   |         |  
|                                                            |   | (33,646  | ) |   | 42,768  |  
|                                                            |   |          |   |   |         |  
|                                                            | $ | 10,653   |   | $ | 71,466  |  
|                                                            |   |          |   |   |         |  
|Nature and Continuance of Operations 
      Note 1         |   |          |   |   |         |  

SEE ACCOMPANYING NOTES

---

LABURNUM VENTURES INC.(A Pre-exploration Stage Company) 
  STATEMENTS OF OPERATIONS 
  for the years ended October 31, 2006, and 2005 
  and for the period March 11, 2004 (Date of Inception) to October 31, 2006 
  (Stated in US Dollars)

|                                                      |   |             |   |   |               |   |   | March 11,      |  
|----------------------------------------------------- | - | ----------- | - | - | ------------- | - | - | -------------- | -
|                                                      |   |             |   |   |               |   |   | 2004  (Date of |  
|                                                      |   | Years ended |   |   | Inception) to |  
|                                                      |   | October 31, |   |   | October 31,   |  
|                                                      |   | 2006        |   |   | 2005          |   |   | 2006           |  
|                                                      |   |             |   |   |               |   |   |                |  
|Expenses                                              |   |             |   |   |               |   |   |                |  
|Accounting and audit fees                             | $ | 24,696      |   | $ | 3,600         |   | $ | 31,896         |  
|Legal fees                                            |   | 28,244      |   |   | 1,674         |   |   | 34,316         |  
|Management fees  Note 5                              |   | 6,000       |   |   | 6,000         |   |   | 15,000         |  
|Mineral property and exploration
      costs  Note 3 |   | 9,100       |   |   | -             |   |   | 12,398         |  
|Office and sundry  Note 5                            |   | 8,774       |   |   | 3,877         |   |   | 14,298         |  
|                                                      |   |             |   |   |               |   |   |                |  
|Net loss for the period                               |   | (76,814     | ) |   | (15,151       | ) |   | (107,908       | )
|                                                      |   |             |   |   |               |   |   |                |  
|Other comprehensive loss                              |   |             |   |   |               |   |   |                |  
|Foreign currency translation
      adjustment         |   | -           |   |   | (211          | ) |   | (738           | )
|                                                      |   |             |   |   |               |   |   |                |  
|Comprehensive loss for the period                     | $ | (76,814     | ) | $ | (15,362       | ) | $ | (108,646       | )
|                                                      |   |             |   |   |               |   |   |                |  
|Basic and diluted loss per share                      | $ | (0.01       | ) | $ | (0.00         | ) |   |                |  
|                                                      |   |             |   |   |               |   |   |                |  
|Weighted average number of shares outstanding         |   | 11,405,479  |   |   | 5,000,000     |   |   |                |  

SEE ACCOMPANYING NOTES

---

LABURNUM VENTURES INC.(A Pre-exploration Stage Company) 
  STATEMENTS OF CASH FLOWS 
  for the years ended October 31, 2006, and 2005 and 
  for the period March 11, 2004 (Date of Inception) to October 31, 2006
  (Stated in US Dollars)

|                                                  |   |             |   |   |               |   |   | March 11,     |  
|------------------------------------------------- | - | ----------- | - | - | ------------- | - | - | ------------- | -
|                                                  |   |             |   |   |               |   |   | 2004 (Date of |  
|                                                  |   | Year ended  |   |   | Inception) to |  
|                                                  |   | October 31, |   |   | October 31,   |  
|                                                  |   | 2006        |   |   | 2005          |   |   | 2006          |  
|                                                  |   |             |   |   |               |   |   |               |  
|Cash Flows used in Operating Activities           |   |             |   |   |               |   |   |               |  
|Net loss for the period                           | $ | (76,814     | ) | $ | (15,151       | ) | $ | (107,908      | )
|Change in non-cash
      working capital balance  |   |             |   |   |               |   |   |               |  
|related to operations                             |   |             |   |   |               |   |   |               |  
|Accounts payable and accrued liabilities          |   | 28,252      |   |   | 4,973         |   |   | 36,825        |  
|                                                  |   |             |   |   |               |   |   |               |  
|Net cash used in operating activities             |   | (48,562     | ) |   | (10,178       | ) |   | (71,083       | )
|                                                  |   |             |   |   |               |   |   |               |  
|Financing Activities                              |   |             |   |   |               |   |   |               |  
|Increase (decrease) in loan payable               |   | (5,941      | ) |   | 498           |   |   | -             |  
|Increase (decrease)
      in due to related party |   | (6,710      | ) |   | 9,670         |   |   | 7,474         |  
|Proceeds on sale of common stock                  |   | 3,200       |   |   | -             |   |   | 3,200         |  
|Share subscriptions                               |   | -           |   |   | 66,800        |   |   | 71,800        |  
|                                                  |   |             |   |   |               |   |   |               |  
|Net cash provided (used in) financing activities  |   | (9,451      | ) |   | 76,968        |   |   | 82,474        |  
|                                                  |   |             |   |   |               |   |   |               |  
|Effect of foreign currency translation            |   | -           |   |   | (211          | ) |   | (738          | )
|                                                  |   |             |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period     |   | (58,013     | ) |   | 66,579        |   |   | 10,653        |  
|                                                  |   |             |   |   |               |   |   |               |  
|Cash, beginning of the period                     |   | 68,666      |   |   | 2,087         |   |   | -             |  
|                                                  |   |             |   |   |               |   |   |               |  
|Cash, end of the period                           | $ | 10,653      |   | $ | 68,666        |   | $ | 10,653        |  
|                                                  |   |             |   |   |               |   |   |               |  
|Non-cash Transaction  Note 10                    |   |             |   |   |               |   |   |               |  

SEE ACCOMPANYING NOTES

---

LABURNUM VENTURES INC.(A Pre-exploration Stage Company)
  STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY) 
  for the period March 11, 2004 (Date of Inception) to October 31, 2006 
  (Stated in US Dollars)

Accumulated
      
      
      DeficitForeign
      
      
      AccumulatedAdditional
      
      
      
      
      
      Currency
      
      
      During theCommon
        Shares
      
      
      Paid -in
      
      
      Share
      
      
      Translation
      
      
      Pre-explorationNumber
      
      
      Par Value
      
      
      Capital
      
      
      Subscriptions
      
      
      Adjustments
      
      
      Stage
      
      
      TotalCapital stock issued for cash  at $0.001
      
      5,000,000
      
      $
      5,000
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      5,000Foreign currency translation adjustments
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (527
      )
      
      -
      
      
      (527
      )Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (15,943
      )
      
      (15,943
      )Balance, October 31, 2004
      
      5,000,000
      
      
      5,000
      
      
      -
      
      
      -
      
      
      (527
      )
      
      (15,943
      )
      
      (11,470
      )Share subscriptions
      
      -
      
      
      -
      
      
      -
      
      
      69,600
      
      
      -
      
      
      -
      
      
      69,600Foreign currency translation adjustments
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (211
      )
      
      -
      
      
      (211
      )Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (15,151
      )
      
      (15,151
      )Balance, October 31, 2005
      
      5,000,000
      
      
      5,000
      
      
      -
      
      
      69,600
      
      
      (738
      )
      
      (31,094
      )
      
      42,768Capital stock issued for cash  at $0.01
      
      7,000,000
      
      
      7,000
      
      
      63,000
      
      
      (69,600
      )
      
      -
      
      
      -
      
      
      400Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (76,814
      )
      
      (76,814
      )Balance, October 31, 2006
      
      12,000,000
      
      $
      12,000
      
      $
      63,000
      
      $
      -
      
      $
      (738
      )
      $
      (107,908
      )
      $
      (33,646
      )


SEE ACCOMPANYING NOTES

---

LABURNUM VENTURES INC.(A Pre-exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS
  October 31, 2006 and 2005 
  (Stated in US Dollars)

|Note 1 | Nature and Continuance of
        Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Company was incorporated
        in the State of Nevada on March 11, 2004 and is in the pre-exploration
        stage. The Company acquired a mineral property located in the Similkameen
        Mining Division, British Columbia, Canada and has not yet determined whether
        this property contains reserves that are economically recoverable. The
        recoverability of amounts from the property will be dependent upon the
        discovery of economically recoverable reserves, confirmation of the Companys
        interest in the underlying property, the ability of the Company to obtain
        necessary financing to complete the development of the property and upon
        future profitable production or proceeds for the sale thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | 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, 2006, the Company had not yet achieved profitable operations,
        has accumulated losses of $107,908 since its inception, has a working
        capital deficiency of $33,646 and expects to incur further losses in the
        development of its business, 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, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Companys year-end
        is October 31.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

Laburnum Ventures, Inc.
  (A Pre-exploration Stage Company) 
  Notes to the Financial Statements 
  October 31, 2006 and 2005 
  (Stated in US Dollars)  Page 2

|Note 2 | Summary of Significant Accounting Policies (contd)
|------ | ----------------------------------------------------

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 Financial
  Accounting Board Statement (FAS) No. 7 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 plan of action based on the then known facts.

Foreign Currency Translation

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 FAS No. 52.

Assets and liabilities denominated in
  a foreign currency at period-end are translated at the exchange rate in effect
  at the period-end 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 s of the transaction date. Any exchange gains or losses are included
  in other income or expenses on the Statement of Operations, if applicable.

---

Laburnum Ventures, Inc.
  (A Pre-exploration Stage Company) 
  Notes to the Financial Statements 
  October 31, 2006 and 2005 
  (Stated in US Dollars)  Page 3

|Note 2 | Summary of Significant Accounting
        Policies (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The carrying value of cash,
        share subscriptions receivable, accounts payable and accrued liabilities,
        loan payable and due to related party approximates their fair value because
        of the short maturity 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 FAS No.
        109, Accounting for Income Taxes. Under the assets and liability
        method of FAS 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.                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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, 2006, the Company spent
        $9,100 in exploration costs with respect to the property.                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 4 | Loan payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The loan was payable to the
        President of the Company and was unsecured, bears interest at 6% per annum
        commencing March 2, 2005 and was payable on demand. During the year ended
        October 31, 2006, the Company paid the loan principal of $4,783 and the
        accrued interest of $1,158.                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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, 2006 management
        services of $6,000 (2005: $6,000) and office expense of $3,000 (2005:
        $3,000) and interest of $Nil (2005: $287) were charged to operations.                                                                                                                                                                                                                                                                                                                                                            

---

Laburnum Ventures, Inc.
  (A Pre-exploration Stage Company) 
  Notes to the Financial Statements 
  October 31, 2006 and 2005 
  (Stated in US Dollars)  Page 4

|Note 5 | Related Party Transactions Notes
      4 and 6  (contd)                                                                                                                                                                                                                                                               
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                          
|       | The amount due to related party
        is due to a director 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
        5,000,000 common shares to a director of the Company for total cash proceeds
        of $5,000.                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                          
|       | In September 2005, the Company
        approved a private placement offering of up to 7,000,000 shares at $0.01
        per share for total potential proceeds of $70,000.                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                          
|       | As of October 31, 2005, the
        Company had received subscriptions for a total of 6,960,000 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 November 30, 2005, the Company
        issued 7,000,000 common shares at $0.01 per share for total proceeds of
        $70,000.                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                          
|       | At October 31, 2006 and October
        31, 2005, there were no outstanding stock options or warrants.                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                          
|Note 7 | Deferred Tax Assets                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                          
|       | The significant components
        of the Companys deferred tax assets are as follows:                                                                                                                                                                                                                                  

| |                                |   | October 31, |  
| | ------------------------------ | - | ----------- | -
| |                                |   | 2006        |  
| |                                |   |             |  
| | Deferred Tax Assets            |   |             |  
| | Non-capital loss carry forward | $ | 16,439      |  
| | Valuation allowance            |   | (16,439     | )
| |                                |   |             |  
| |                                | $ | -           |  

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

---

Laburnum Ventures, Inc.
  (A Pre-exploration Stage Company) 
  Notes to the Financial Statements 
  October 31, 2006 and 2005 
  (Stated in US Dollars)  Page 5

|Note 8  | Corporation Income Tax Losses                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | No provision for income taxes
        has been provided in these financial statements due to the net loss. At
        October 31, 2006 the Company has accumulated non-capital losses totaling
        $107,908 which is available to reduce taxable income in future taxation
        years. These losses expire beginning in 2024.                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 9  | New Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | Management does not believe
        that any recently issued, but not yet effective, accounting standards
        if currently adopted could have a material effect on the accompanying
        financial statements.                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 10 | 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 280,000 shares
        of common stock at $0.01 per share for share subscriptions receivable
        of $2,800. This transaction has been excluded from the statements of cash
        flows.

---

ITEM
8.               
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

None.

ITEM
8A.             CONTROLS
AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the year ended October 31, 2006 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

ITEM
8B.             OTHER
INFORMATION.

None.

22

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PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------

Our sole executive officer and director and his age and titles
as of October 31, 2006 are as follows:

|Name            | Age | Position                                          
|--------------- | --- | --------------------------------------------------
|                |     |                                                   
|Thomas R. Brown | 44  | President,
      Secretary, Treasurer and Director

Set forth below is a brief description of the background and
business experience of our sole executive officer and director:

Mr. Thomas R. Brownis the President, Secretary,
Treasurer and sole director of Laburnum. Mr. Brown has been engaged in the
building 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 for our business. Mr. Brown presently commits approximately 15% of his
business time to our business. We pay Mr. Brown a management fee of $500 per
month for the management services that he provides to us.

Mr. Brown does not have formal training as a geologist or in
the technical or managerial aspects of management of a mineral exploration
company. His prior managerial and consulting positions have not been in the
mineral exploration industry. Accordingly, we will have to rely on the technical
services of others to advise us on the managerial aspects specifically
associated with a mineral exploration company. We do not have any employees who
have professional training or experience in the mining industry. We rely on
independent geological consultants to make recommendations to us on work
programs on our property, to hire appropriately skilled persons on a contract
basis to complete work programs and to supervise, review, and report on such
programs to us.

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our stockholders or until removed from
office in accordance with our Bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our sole officer
and director.

AUDIT COMMITTEE

We are not a listed issuer and as such our Board of Directors
is not required to maintain a separately-designated standing audit committee. As
a result, our entire Board of Directors acts as our audit committee. Our sole
director does not meet the definition of an audit committee financial expert.
We believe that the cost related to appointing a financial expert to our Board
of Directors at this time is prohibitive.

23

---

CODE OF ETHICS

We adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a code of ethics as defined by applicable rules of the
SEC. Our Code of Ethics is attached hereto as an exhibit to this Annual Report
on Form 10-KSB. If we make any amendments to our Code of Ethics other than
technical, administrative, or other non-substantive amendments, or grant any
waivers, including implicit waivers, from a provision of our Code of Ethics to
our Chief Executive Officer, Chief Financial Officer, Corporate Controller, or
certain other finance executives, we will disclose the nature of the amendment
or waiver, its effective date and to whom it applies in a Current Report on Form
8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT

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, 2006, all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them.

The following persons have failed to file, on a timely basis,
the identified reports required by Section 16(a) of the Securities Exchange Act
of 1934:

Name and Principal Position
    Number of Late
      Insider Reports
    Transactions Not
      Timely Reported
    Known Failures
      to File a Required FormThomas R. Brown President, Secretary, Treasurer and
      Director
    None
    None
    None


ITEM
10.              EXECUTIVE
COMPENSATION.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers and directors for all services rendered in
all capacities to us for the last three fiscal years.

Annual Compensation
      Long Term CompensationName
      Title
      Year
      Salary
        ($)
      Bonus
      Other Annual 
        Compensation
      Restricted  Stock 
        Awarded
      Options/* 
        SARs (#)
      LTIP  payouts 
        ($)
      All Other 
        CompensationThomas R. 
        Brown
      President, 
        Secretary, 
        Treasurer, 
        and 
        Director
      2006 
        2005 
        2004
      $6,000(1)
        $6,000(1)
        $3,000(1)
      $0 
        $0 
        $0
      $0 
        $0 
        $0
      0 
        0 
        0
      0 
        0 
        0
      $0 
        $0 
        $0
      $0 
        $0 
        $0


Notes:

| | (1) | (1) Consists of a monthly fee of $500 for management
        services provided by Mr. Brown to Laburnum.
| | --- | --------------------------------------------------------------------------------------------------------

24

---

STOCK OPTION GRANTS

Since our inception on March 11, 2004, we have not granted any
stock options or stock appreciation rights to any of our executive officers.

LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans, or
similar compensatory plans for our directors or executive officers.

COMPENSATION OF DIRECTORS

We have no arrangements for the compensation of any of our
directors.

EMPLOYMENT CONTRACTS

We have no employment contracts, termination of employment or
change-in-control arrangements with any of our executive officers or
directors.

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

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of February 12,
2007 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
(iii) each of our named executive officers; and (iv) officers and directors as a
group. Unless otherwise indicated, the shareholder listed possesses sole voting
and investment power with respect to the shares shown.

Title of Class
      Name and Address of Beneficial
        Owner
      Amount and Nature of Beneficial
        Ownership
      Percentage of Common Stock(1)DIRECTORS AND EXECUTIVE OFFICERSCommon Stock
      Thomas R. Brown 
        President, Secretary and Treasurer 
        Director 
        1889 Matthews Avenue 
        Vancouver, BC, Canada V6J 5M5
      5,000,000 
        Direct
      41.7%Common Stock
      All Directors and Executive Officers 
        as a Group (1 person)
      5,000,000 Shares
      41.7%


25

---

Title of Class
      Name and Address of Beneficial
        Owner
      Amount and Nature of Beneficial
        Ownership
      Percentage of Common Stock(1)5% STOCKHOLDERSCommon Stock
      Thomas R. Brown 
        President, Secretary and Treasurer 
        Director 
        1889 Matthews Avenue 
        Vancouver, BC, Canada V6J 5M5
      5,000,000 
        Direct
      41.7%


Notes:

| | (1) | Based on 12,000,000 shares of our common stock issued and
      outstanding as of February 12, 2007. Under Rule 13d-3, certain shares may
      be deemed to be beneficially owned by more than one person (if, for
      example, persons share the power to vote or the power to dispose of the
      shares). In addition, shares are deemed to be beneficially owned by a
      person if the person has the right to acquire the shares (for example,
      upon exercise of an option) within 60 days of the date as of which the
      information is provided. In computing the percentage ownership of any
      person, the amount of shares outstanding is deemed to include the amount
      of shares beneficially owned by such person (and only such person) by
      reason of these acquisition rights. As a result, the percentage of
      outstanding shares of any person as shown in this table does not
      necessarily reflect the persons actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      February 12, 2007.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
change in control in the future.

ITEM
12.              CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described below, none of the following parties has,
since our date of incorporation, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, other than noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                          
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock;
| | (iv)  | Any of our promoters; and                                                                                                                                                   
| | (v)   | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.                                                                         

On March 24, 2004, we issued 5,000,000 total shares of common
stock to our sole executive officer and sole director, Thomas R. Brown, at a
price of $0.001 per share. The shares were issued pursuant to Section 4(2) of
the Securities Act and are restricted shares as defined in the Securities
Act.

In addition, Mr. Brown is paid $500 per month and $250 per
month on account of management services and office space, respectively. As of
October 31, 2006, the amount due to Mr. Brown for management services and office
premises was $7,474. This amount is unsecured, non-interest bearing and has no
specific terms for repayment.

26

---

ITEM
13.              EXHIBITS.

|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                   
|        |                                                                                                                                                           
|3.1     | Articles of
        Incorporation.(1)                                                                                                                     
|        |                                                                                                                                                           
|3.2     | Bylaws, as amended.(1)                                                                                                                                    
|        |                                                                                                                                                           
|4.1     | Form of Share
        Certificate.(1)                                                                                                                     
|        |                                                                                                                                                           
|10.1    | Purchase Agreement
        dated June 22, 2004 between Guy R. Delorme and Laburnum Ventures Inc.(1)                                                       
|        |                                                                                                                                                           
|10.2    | Declaration
        of Trust executed by Guy R. Delorme.(1)                                                                                               
|        |                                                                                                                                                           
|14.1    | Code of Ethics.                                                                                                                                           
|        |                                                                                                                                                           
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                           
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on February 21, 2006, as
      amended.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

ITEM
14.              PRINCIPAL
AND ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended October 31, 2006 and 2005 for professional services rendered
by the principal accountant for the audit of our annual financial statements and
review of the financial statements included our Quarterly Reports on Form 10-QSB
and services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

Year Ended October 31, 2006
      Year Ended October 31, 2005Audit Fees
    $22,042
    $3,000Audit Related Fees
    Nil
    NilTax Fees
    Nil
    NilAll Other Fees
    Nil
    NilTotal
    $22,042
    $3,000


27

---

SIGNATURES

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



|      |                   |  | LABURNUM VENTURES INC.
|----- | ----------------- |  | ----------------------
|      |                   |  |                       
|      |                   |  |                       
|Date: | February 13, 2007 |  | By:                   
|      |                   |  |                       
|      |                   |  |                       
|      |                   |  |                       
|      |                   |  |                       



In accordance with 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.



|Date: | February 13, 2007 |  | By: | /s/ Thomas R. Brown                     
|----- | ----------------- |  | --- | ----------------------------------------
|      |                   |  |     | THOMAS R. BROWN                         
|      |                   |  |     | President, Secretary and
      Treasurer
|      |                   |  |     | (Principal Executive Officer            
|      |                   |  |     | and Principal Accounting Officer)       
|      |                   |  |     | Director                                

---