As Filed With the Securities and Exchange Commission on January 11, 2007
                                                     Registration No. 333-______
================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM SB-2
                             Registration Statement
                        Under the Securities Act of 1933

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


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


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

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

Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each                          Proposed       Proposed
  Class of                             Maximum         Maximum
 Securities                            Offering       Aggregate       Amount of
   to be           Amount to be       Price Per       Offering      Registration
 Registered         Registered         Share (2)      Price (3)         Fee (1)
--------------------------------------------------------------------------------
Common Stock
Shares              1,525,000           $0.25         $381,250          $40.79
================================================================================
(1)  Registration Fee has been paid via Fedwire.
(2)  This is the initial offering and no current trading market exists for our
     common stock. The average price paid for the currently issued and
     outstanding common stock was $0.01 per share.
(3)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c).

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

<PAGE>
                                   PROSPECTUS
                              MADRONA VENTURES INC.
               1,525,000 SHARES OF COMMON STOCK AT $.25 PER SHARE


The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. Madrona Ventures Inc. will not
receive any proceeds from the sale of shares by the selling shareholders.

Our common stock is presently not traded on any market or securities exchange.

The sales price to the public was set by the selling shareholders at $0.25 per
share for a total of $381,250. The price of $0.25 per share is a fixed price
until the shares are listed on the OTC Bulletin Board or other national
exchange, and thereafter at prevailing market prices or privately negotiated
prices.

INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE
INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT TO
MANY RISKS, INCLUDING THE QUESTION AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN AND OUR NEED TO RAISE OPERATING CAPITAL. SEE SECTION ENTITLED "RISK
FACTORS" ON PAGE 4.

Neither the Securities Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.

<PAGE>
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

SUMMARY                                                                     3
OFFERING                                                                    3
RISK FACTORS                                                                4
FORWARD LOOKING STATEMENTS                                                  7
USE OF PROCEEDS                                                             7
DETERMINATION OF OFFERING PRICE                                             7
DIVIDEND POLICY                                                             7
SELLING SHAREHOLDERS                                                        7
PLAN OF DISTRIBUTION                                                        9
LEGAL PROCEEDINGS                                                          10
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS               10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT             12
DESCRIPTION OF SECURITIES                                                  12
INTEREST OF NAMED EXPERTS AND COUNSEL                                      12
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
 ACT LIABILITIES                                                           13
ORGANIZATION WITHIN LAST FIVE YEARS                                        13
DESCRIPTION OF OUR BUSINESS                                                13
  Glossary                                                                 13
  General Information                                                      14
  Competition                                                              20
  Compliance with Government Regulation                                    20
  Patents and Trademarks                                                   21
  Need for Any government Approval of Principal Products                   21
  Research and Development Activities                                      21
  Employees and Employment Agreements                                      21
  Reports to Security Holders                                              21
PLAN OF OPERATION                                                          21
DESCRIPTION OF PROPERTY                                                    28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                             28
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                   29
EXECUTIVE COMPENSATION                                                     30
FINANCIAL STATEMENTS                                                       31
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS                                31

                                       2

<PAGE>
                                     SUMMARY

You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this registration statement. In this document, unless the context otherwise
denotes, references to "we", "us", "our", "Madrona" and "Madrona Ventures" are
to Madrona Ventures Inc.

Madrona Ventures Inc. was incorporated in Nevada on June 21, 2005 to engage in
the acquisition, exploration and development of natural resource properties. We
are an exploration stage company with no revenues and limited operating history.
The principal executive offices are located at 102-5212 48th Street, Red Deer,
Alberta, Canada T4N 7C3. The telephone number is (403)770-8095.

We received our initial funding of $5,000 through the sale of common stock to
our directors in February, 2006 (5,000,000 shares at $0.001) and to investors
from the period of March, 2006 through May, 2006. In March 2006 we offered and
sold 1,300,000 common stock shares at $0.01 per share to 16 non-affiliated
private investors for proceeds of $13,000. In April 2006 we offered and sold
75,000 common stock shares at $0.10 per share to 15 non-affiliated private
investors for proceeds of $7,500. In May 2006 we offered and sold 150,000 common
stock shares at $0.20 per share to 3 non-affiliated private investors for
proceeds of $30,000.

From inception until the date of this filing we have had limited operating
activities. Our audited financial statements for the period ended October 31,
2006 report no revenues and a net loss of $40,488. Our independent auditors have
issued an audit opinion for Madrona which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.

Our mineral claim has been staked and we hired a professional geologist to
prepare a geological report. We have not yet commenced any exploration
activities on the claim. Our property, known as the Telluric Gold Property may
not contain any reserves and funds that we spend on exploration will be lost.
Even if we complete our current exploration program and are successful in
identifying a mineral deposit we will be required to expend substantial funds to
bring our claim to production.

                                    OFFERING

Securities Being Offered      Up to 1,525,000 shares of common stock. The
                              securities being offered are those of the existing
                              shareholders only.

Price per share               $0.25 as determined by the selling shareholders.
                              The price of $0.25 per share is a fixed price
                              until the securities are listed on the OTC
                              Bulletin Board or other national exchange, and
                              thereafter at prevailing market prices or
                              privately negotiated prices.

Securities Issued
And Outstanding               6,525,000 shares of common stock were issued and
                              outstanding as of the date of this prospectus.

Use of Proceeds               We will not receive any proceeds from the sale of
                              the common stock by the selling shareholders.

Plan of Distribution          We are unaware of the nature and timing of any
                              future sales of our common stock by existing
                              security shareholders.

                                       3

<PAGE>
                                  RISK FACTORS

An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this offering.

RISKS ASSOCIATED WITH OUR COMPANY:

WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.

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

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

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

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

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

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

     There is the likelihood of our mineral claim containing little or no
     economic mineralization or reserves of minerals. We have a geological
     report and the claim has been staked per British Columbia regulations.

                                       4

<PAGE>
     However; there is the possibility that our claim does not contain any
     reserves, resulting in any funds spent on exploration being lost.

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

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

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

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

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

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

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

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

                                       5

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

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

THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES. WE HAVE NO CURRENT PUBLIC
OFFERING AND NO PROPOSED PUBLIC OFFERING OF OUR EQUITY. AS OUR STOCK IS NOT
PUBLICLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.

     We are not registered on any public stock exchange; however, we plan to
     contact a market maker to obtain a listing for trading on the OTC
     Electronic Bulletin Board. We do not know when we will be able to contact
     the market maker, and there is no guarantee of trading volume or trading
     price levels sufficient for investors to sell their stock, recover their
     investment in our stock, or profit from the sale of their stock.

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

     Our shares are defined as a penny stock under the Securities and Exchange
     Act of 1934, and rules of the Commission. The Exchange Act and such penny
     stock rules generally impose additional sales practice and disclosure
     requirements on broker-dealers who sell our securities to persons other
     than certain accredited investors who are, generally, institutions with
     assets in excess of $5,000,000 or individuals with net worth in excess of
     $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with
     spouse), or in transactions not recommended by the broker-dealer. For
     transactions covered by the penny stock rules, a broker-dealer must make a
     suitability determination for each purchaser and receive the purchaser's
     written agreement prior to the sale. In addition, the broker-dealer must
     make certain mandated disclosures in penny stock transactions, including
     the actual sale or purchase price and actual bid and offer quotations, the
     compensation to be received by the broker-dealer and certain associated
     persons, and deliver certain disclosures required by the Commission.
     Consequently, the penny stock rules may make it difficult for our
     shareholders to resell any shares, if at all.

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

     We plan to contact a market maker immediately following the effectiveness
     of this registration statement and apply to have the shares quoted on the
     OTC Electronic Bulletin Board. To be eligible for quotation, issuers must
     remain current in their filings with the SEC. In order for us to remain in
     compliance we will require cash to cover the cost of these filings, which
     could comprise a substantial portion of our available cash resources. If we
     are unable to remain in compliance it may be difficult for our shareholders
     to resell any shares, if at all.

                                       6

<PAGE>
                           FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.

                                 USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

                         DETERMINATION OF OFFERING PRICE

The shareholders set the offering price of the common stock at $0.25 per share.
The shareholders set the offering price of the common stock at $0.25 per share.
The shareholders arbitrarily set the offering price based upon their collective
judgment as to a price per share they were willing to accept. The price of $0.25
per share is a fixed price until the securities are listed on the OTC Bulletin
Board or other national exchange, and thereafter at prevailing market prices or
privately negotiated prices.

                                 DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

                              SELLING SHAREHOLDERS

The selling shareholders named in this prospectus are offering all of the
1,525,000 shares of common stock offered. The shares include the following:

     1.   6,525,000 shares of our common stock that the selling shareholders
          acquired from us in an offering that was exempt from registration
          pursuant to Section 4(2) as amended of the Securities Act of 1933 and
          completed in May, 2006.

The following table provides as of the date of this registration statement,
information regarding the beneficial ownership of our common stock held by each
of the selling shareholders, including:

     1.   The number of shares owned by each prior to this offering;
     2.   The total number of shares that are to be offered for each;
     3.   The total number of shares that will be owned by each upon completion
          of the offering;
     4.   The percentage owned by each; and
     5.   The identity of the beneficial holder of any entity that owns the
          shares.

To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. In addition, the table assumes that the

                                       7

<PAGE>
selling shareholders do not sell shares of common stock not being offered
through this prospectus and do not purchase additional shares of common stock.
The column reporting the percentage owned upon completion assumes that all
shares offered are sold, and is calculated based on 6,525,000 shares outstanding
on October 31, 2006.

                             Shares         Total of        Total       Percent
                           Owned Prior      Shares         Shares        Owned
     Name of                To This         Offered         After        After
Selling Shareholder         Offering        For Sale      Offering     Offering
-------------------         --------        --------      --------     --------
John Andrews                 50,000          50,000           0            0
Mike Andrews                100,000         100,000           0            0
Claude Blais                  5,000           5,000           0            0
Blair Brown                   5,000           5,000           0            0
Orville Burns                 5,000           5,000           0            0
Jen Davie                     5,000           5,000           0            0
Shannon Devlin               50,000          50,000           0            0
Peter Fry                   100,000         100,000           0            0
Kathy Fuller                100,000         100,000           0            0
D. Gibbon                    50,000          50,000           0            0
Craig Grimes                  5,000           5,000           0            0
David Hanson                 50,000          50,000           0            0
Wally Henderson             100,000         100,000           0            0
Martin Holmes                 5,000           5,000           0            0
Ben Jones                    50,000          50,000           0            0
Kevin Jones                 100,000         100,000           0            0
Peter Keay                    5,000           5,000           0            0
Jim Kelly                    50,000          50,000           0            0
Bruce Kenset                  5,000           5,000           0            0
Sean Killick                100,000         100,000           0            0
Terry Matthews               50,000          50,000           0            0
Cathy McDonald                5,000           5,000           0            0
Len McNabb                    5,000           5,000           0            0
Norman Mitchell               5,000           5,000           0            0
Dave Moran                  100,000         100,000           0            0
Kristen Nelson                5,000           5,000           0            0
Jessica Pittman              50,000          50,000           0            0
Joe Singh                   100,000         100,000           0            0
Derk Stevens                  5,000           5,000           0            0
Mark Tanner                  50,000          50,000           0            0
Andy Taylor                   5,000           5,000           0            0
Cris Thomos                 100,000         100,000           0            0
Leslie Welton                 5,000           5,000           0            0
Glenn Wong                  100,000         100,000           0            0

To our knowledge, none of the selling shareholders:

     1.   Has had a material relationship with Madrona other than as a
          shareholder as noted above at any time within the past three years;

                                       8

<PAGE>
     2.   Has ever been an officer or director of Madrona; or
     3.   Are broker-dealers or affiliated with broker-dealers.

                              PLAN OF DISTRIBUTION

The selling shareholders have not informed us of how they plan to sell their
shares. However, they may sell some or all of their common stock in one or more
transactions:

     1.   on such public markets or exchanges as the common stock may from time
          to time be trading;
     2.   in privately negotiated transactions; or
     3.   in any combination of these methods of distribution.

The sales price to the public has been determined by the shareholders to be
$0.25. The price of $0.25 per share is a fixed price until the securities are
listed on the OTC Bulletin Board or other national exchange, and thereafter at
prevailing market prices or privately negotiated prices.

The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144. Under Rule 144, several provisions must be met with
respect to the sales of control securities at any time and sales of restricted
securities held between one and two years. The following is a summary of the
provisions of Rule 144: (a) Rule 144 is available only if the issuer is current
in its filings under the Securities an Exchange Act of 1934. Such filings
include, but are not limited to, the issuer's quarterly reports and annual
reports; (b) Rule 144 allows resale of restricted and control securities after a
one year hold period, subjected to certain volume limitations, and re-sales by
non-affiliates holders without limitations after two years; ( c ) The sales of
securities made under Rule 144 during any three-month period are limited to the
greater of: (i) 1% of the outstanding common stock of the issuer; or (ii) the
average weekly reported trading volume in the outstanding common stock reported
on all securities exchanges during the four calendar weeks preceding the filing
of the required notice of the sale under Rule 144 with the SEC.

The selling shareholders may also sell their shares directly through market
makers acting in their capacity as broker-dealers. We will apply to have our
shares of common stock registered on the OTC Bulletin Board immediately after
the date of this prospectus. We anticipate once the shares are trading on the
OTC Bulletin Board the selling shareholders will sell their shares directly into
any market created. Selling shareholders will offer their shares at a fixed
price of $0.25 per share until the common stock is trading on the OTC Bulletin
Board at which time the prices the selling shareholders will receive will be
determined by the market conditions. Selling shareholders may also sell in
private transactions. We cannot predict the price at which shares may be sold or
whether the common stock will ever trade on any market. The shares may be sold
by the selling shareholders, as the case may be, from time to time, in one or
more transactions. We do not intend to enter into any arrangements with any
securities dealers concerning solicitation of offers to purchase the shares.

Commissions and discounts paid in connection with the sale of the shares by the
selling shareholders will be determined through negotiations between them and
the broker-dealers through or to which the securities are to be sold and may
vary, depending on the broker-dealers fee schedule, the size of the transaction
and other factors. The separate costs of the selling shareholders will be borne
by them. The selling shareholders will, and any broker-broker dealer or agent
that participates with the selling shareholders in the sale of the shares by
them may be deemed an "underwriter" within the meaning of the Securities Act,
and any commissions or discounts received by them and any profits on the resale
of shares purchased by them may be deemed to be underwriting commissions under
the Securities Act. In the event any selling shareholder engages a broker-dealer
to distribute its shares, and the broker-dealer is acting as underwriter, we
will be required to file a post effective amendment containing the name of the
underwriter.

                                       9

<PAGE>
The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during times that the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable law.

Regulation M prohibits certain market activities by persons selling securities
in a distribution. To demonstrate their understanding of those restrictions and
others, selling shareholders will be required, prior to the release of
un-legended shares to themselves or any transferee, to represent as follows:
that they have delivered a copy of this prospectus, and if they are effecting
sales on the Electronic Bulletin Board or inter-dealer quotation system or any
electronic network, that neither they nor any affiliates or person acting on
their behalf, directly or indirectly, has engaged in any short sale of our
common stock; and for a period commencing at least 5 business days before his
first sale and ending with the date of his last sale, bid for, purchase, or
attempt to induce any person to bid for or purchase our common stock.

If we become listed for trading on the OTC Electronic Bulletin Board the trading
in our shares will be regulated by Securities and Exchange Commission Rule 15g-9
which established the definition of a "penny stock."

The Securities and Exchange Commission Rule 15g-9 establishes the definition of
a "penny stock", for the purposes relevant to Madrona Ventures, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (a) obtain financial
information and investment experience objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the broker/dealer relating to the penny
stock market, which, in highlight form, (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Before you trade a penny stock your broker is required to tell you
the offer and the bid on the stock, and the compensation the salesperson and the
firm receive for the trade. The firm must also mail a monthly statement showing
the market value of each penny stock held in your account.

We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. Any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock, however, will be borne by the selling shareholders or
other party selling the common stock. We will use our best efforts to update the
registration statement and maintain its effectiveness for one year.

                                LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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

                                       10

<PAGE>
Name & Address           Age      Position    Date First Elected    Term Expires
--------------           ---      --------    ------------------    ------------
Reese Baglole            27      President,        6/21/05           07/01/07
102-5212 48th Street             Secretary,
Red Deer, Alberta                Treasurer,
Canada T4N 7C3                   CFO, CEO &
                                 Director

Dave Shaw                59      Director          6/21/05           07/01/07
332-118 Wyse Road
Dartmouth, Nova Scotia
Canada B3A 1N7

The persons named above are promoters of Madrona Ventures Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

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

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

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

RESUMES

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

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

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

DAVE SHAW has been Director of the Company since inception.

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

                                       11

<PAGE>
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

    Name of                         No. of            Percentage
Beneficial Owner(1)                 Shares           of Ownership:
-------------------                 ------           -------------
Reese Baglole                      2,500,000              25%

Dave Shaw                          2,500,000              25%

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

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

                            DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, By-Laws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.

NON-CUMULATIVE VOTING

The holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any of the company's directors. After this Offering is
completed, the present stockholder will own 50% of the outstanding shares. (See
"Principal Stockholders".)

                      INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
company.

Our financial statements for the period from inception to the year ended July
31, 2006 and the 3 months ended October 31, 2006, included in this prospectus,
have been audited by Dale Matheson Carr-Hilton LaBonte LLP, "DMCL" Chartered
Accountants, Suite 1500 - 1140 West Pender Street, Vancouver, BC Canada V6E4G1.
We include the financial statements in reliance on their reports, given upon
their authority as experts in accounting and auditing.

                                       12

<PAGE>
The Law  Office  of  Daniel  C.  Masters,  4490  Philbrook  Square,  San  Diego,
California  92130 has passed upon the validity of the shares  being  offered and
certain  other legal  matters and is  representing  us in  connection  with this
offering.

Andre M. Pauwels, P. Geo., 4900 Mariposa Court, Richmond, B.C. Canada V7C 2J9,
has provided us with the geology report contained herein.

              DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                     ORGANIZATION WITHIN THE LAST FIVE YEARS

Madrona Ventures Inc. was incorporated in Nevada on June 21, 2005 to engage in
the business of acquisition, exploration and development of natural resource
properties. At that time Reese Baglole and Dave Shaw were named officers and
directors of the company and the Board of Directors voted to seek capital and
begin development of our business plan. We received our initial funding of
$5,000 through the sale of common stock to Mr. Baglole and Mr. Shaw who each
purchased 2,500,000 shares of our Common Stock at $0.001 per share in February
2006.

                             DESCRIPTION OF BUSINESS

We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. The source of information contained in this discussion is our geology
report that has been included as Exhibit 99.1 to this prospectus.

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

                                    GLOSSARY

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

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

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

                                       13

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

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

GENERAL INFORMATION

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

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

The claim has had no known mineral exploration. We have not carried out any
exploration work on the claim and have incurred no exploration costs. The future
cost of exploration work on the property is disclosed in detail in the Plan of
Operation section of this prospectus.

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

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

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

     1.   Establish a grid over a 1000 by 500 m area and centred on the Telluric
          Shaft. Lines should be oriented N25E across the strike of the known
          Telluric vein, extend 250m to the NE and 250m to the southwest. Trees
          are to be sampled at 25 m intervals west of the shaft, where
          overburden prevails and at 50 m intervals east of the shaft where the
          shear zone/vein is intermittently exposed over 150 m of strike.

                                       14

<PAGE>
     2.   Establish a grid over a 500 by 500m area around the Moon showing.
          Lines to be oriented north-south and spaced 100 meters apart. Trees to
          be sampled at 50 m intervals along lines.
     3.   If positive results are found from the bark sampling, a program of
          trenching with a backhoe of all areas with high gold in bark is
          recommended

The cost of the proposed program is $6,952 (USD) for the initial phase of
exploration work, $5,417 for the 2nd phase and $16,996 for the 3rd phase. We
plan to commence Phase 1 of the exploration program in the spring of 2007.

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

ACQUISITION OF THE MINERAL CLAIM

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

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

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

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

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

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

                                       15

<PAGE>
                    [MAP SHOWING THE TELLURIC GOLD LOCATION]








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

                                       16

<PAGE>
              [MAP SHOWING THE TELLURIC GOLD PROJECT ACCESS ROADS]








HISTORY

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

                                       17

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

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

GEOLOGICAL SETTING

Regional and Local Geology

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

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

No detailed geological work has been done in the area apart from some
prospecting in the immediate vicinity of the Telluric gold showing (Dickens
1987) and the description, dating from 1936, of a short drift and some test pits
on the Telluric showing. At Telluric gold is found in a narrow quartz veins that
occur within a 1 m wide shear zone in mafic volcanic rock that are attributed to
the Upper Triassic Nicola Group. The workings consist of a 15 m deep shaft that
gives access to a 7 m crosscut and a 40.2 meter long drift developed along the
shear zone and vein. The shear zone and vein are reported to strike 65 to 70
degrees northeast and dip steeply to the northeast. The best value reported
underground in 1936 in quartz was 0.3 oz/t Au over 8 inches. Surface pits
indicate that the shear zone appears to be continuous over 150 m to the
east-southeast of the Telluric shaft. Assays reported in 1936 from surface pits
were 0.2 oz/t over 18 inches and 0.1 oz/t Au over 18 inches. Small amounts of
sphalerite, chalcopyrite and tretrahedrite were also reported.

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

                                       18

<PAGE>
                    [MAP SHOWING TELLURIC GOLD AREA GEOLOGY]







PROPERTY MINERALIZATION

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

                                       19

<PAGE>
COMPETITION

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

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

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

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

COMPLIANCE WITH GOVERNMENT REGULATION

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

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

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

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

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

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

                                       20

<PAGE>
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

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

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

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

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

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

EMPLOYEES AND EMPLOYMENT AGREEMENTS

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

REPORTS TO SECURITIES HOLDERS

We will provide an annual report that includes audited financial information to
our shareholders. We will make our financial information equally available to
any interested parties or investors through compliance with the disclosure rules
of Regulation S-B for a small business issuer under the Securities Exchange Act
of 1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10K-SB annually
and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

                                PLAN OF OPERATION

Our current cash balance is $22,459. We believe our cash balance is sufficient
to fund our level of operations until May 2007. If we experience a shortage of
funds prior to funding we may utilize funds from our directors, however they
have no formal commitment, arrangement or legal obligation to advance or loan
funds to the company. We are an exploration stage company and have generated no
revenue to date. We have sold $55,500 in equity securities to pay for our
minimum level of operations.

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.

Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claim containing little or no economic mineralization or reserves of minerals.
There is the possibility that our claim does not contain any reserves and funds
that we spend on exploration will be lost. Even if we complete our current
exploration program and are successful in identifying a mineral deposit we will
be required to expend substantial funds to bring our claim to production. We are
unable to assure you we will be able to raise the additional funds necessary to
implement any future exploration or extraction program even if mineralization is
found.

                                       21

<PAGE>
Our plan of operation for the twelve months following the date of this
prospectus is to complete the three phases of the exploration program on our
claim consisting of detailed prospecting, mineralization mapping, Magnetometer,
grid controlled surveys over the areas of interest, induced polarization survey
over grid controlled anomalous areas of interest, hoe or bulldozer trenching,
mapping and sampling of bedrock anomalies. In addition to the $29,365 we
anticipate spending for Phases 1-3 of the exploration program as outlined below,
we anticipate spending an additional $5,000 on professional fees, including fees
payable in connection with the filing of this registration statement and
complying with reporting obligations, and general administrative costs. Total
expenditures over the next 12 months are therefore expected to be approximately
$34,000. If we experience a shortage of funds prior to funding we may utilize
funds from our directors, however they have no formal commitment, arrangement or
legal obligation to advance or loan funds to the company.

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

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

                                     BUDGETS
1  SAMPLING TELLURIC                                             $         US $
Travel                    2 man days                            600
Bark sampling             Technician 3 days                     600
Establishing Grid         Geologist 1 day/technician 1 day      600
Analysis                  150 samples @ $25 each               3750
Sample transport                                                100
Food Lodging              5 man-days $75 per day                375
Truck rental/gas                                                400
Report/drafting                                                1500
                                                       TOTAL   7925        6952
2 SAMPLING MOON
Travel                    2 man days                            600
Bark sampling             Technician 1 days                     200
Establishing Grid         Geologist 1 day/technician 1 day      600
Analysis                  60samples @ $25 each                 3750
Sample transport                                                 50
Food Lodging              3 man-days $75/day                    225
Truck rental/gas                                                250
Report/drafting                                                 500
                                                       TOTAL   6175        5417
3  TRENCHING
Backhoe rental            5 days @ 600/day                     3000
Permitting                                                     4000
Mobe /Demobe                                                   3000
Supervision sampling      Geologist  5 days                    2500

                                       22

<PAGE>
Travel                    Geologist  2 days                    1000
Food and Lodging          5 days @ $75/day                      375
Truck rental /gas         7 days                                500
Report and drafting                                            1500
Analysis                                                       1500
Contingency                                                    2000
                                                       TOTAL  19375       16996
                                                                          29365



        [MAP SHOWING THE TELLURIC GOLD PROPERTY CLAIMS-ROADS-TOPOGRAPHY]

                                       23

<PAGE>
We plan to commence Phase 1 of the exploration program on the claim in the
spring of 2007. We expect this phase to take 10 days to complete and an
additional one to two months for the geologist to receive the results from the
assay lab and prepare his report.

The above program costs are management's estimates based upon the
recommendations of the professional geologist's report and the actual project
costs may exceed our estimates. To date, we have not commenced exploration.

Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated this program will take approximately 12 days
to complete and an additional one to two months for the geologist to receive the
results from the assay lab and prepare his report.

Subject to the results of phase 1, we anticipate commencing the second phase of
our exploration program in summer 2007. Subject to financing and the results of
phases 1 and 2 we anticipate commencing with phase 3 in fall 2007 or spring
2008. We have a verbal agreement with Andre Pauwels, the professional geologist
who prepared the geology report on the Telluric Gold Property, to retain his
services for our planned exploration program. We will require additional funding
to proceed with any subsequent work on the claim; we have no current plans on
how to raise the additional funding. We cannot provide any assurance that we
will be able to raise sufficient funds to proceed with any work after the first
three phases of the exploration program.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any 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 is material to investors.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to increases in the cost of services.

To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We have
no assurance that future financing will materialize. If that financing is not
available to us for extraction if our exploration program is successful we may
be unable to continue.

LIQUIDITY AND CAPITAL RESOURCES

Our current cash balance is $29,459. If the first three phases of our
exploration program are successful in identifying mineral deposits we will
attempt to raise the necessary funds to proceed with subsequent drilling and
extraction. The sources of funding we may consider to fund this work include a
second offering, a private placement of our securities or loans from our
director or others.

Our directors have agreed to advance funds to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon the three
phases of our exploration program and there are no remaining funds in the
company. While they have agreed to advance the funds, the agreement is verbal
and is unenforceable as a matter of law.

                                       24

<PAGE>
We received our initial funding of $5,000 through the sale of common stock to
our officers and directors, who purchased 5,000,000 shares of our common stock
at $0.001 per share in February 2006 and to investors from the period of March,
2006 through May, 2006. In March 2006 we offered and sold 1,300,000 common stock
shares at $0.01 per share to 16 non-affiliated private investors for proceeds of
$13,000. In April 2006 we offered and sold 75,000 common stock shares at $0.10
per share to 15 non-affiliated private investors for proceeds of $7,500. In May
2006 we offered and sold 150,000 common stock shares at $0.20 per share to 3
non-affiliated private investors for proceeds of $30,000. From inception until
the date of this filing we have had no operating activities. Our financial
statements from inception (June 21, 2005) through the period ended October 31,
2006 report no revenues and a net loss of $40,488.

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

EXPLORATION STAGE COMPANY

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

MINERAL INTERESTS

The Company has been in the exploration stage of its resource business since its
formation on June 21, 2005 and has not realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of
mineral properties. Mineral property acquisition, exploration and development
costs are expensed as incurred until such time as economic reserves are
quantified. The recoverability of capitalized costs of mineral properties are
presumed to be insupportable under FASB Statement No. 144 prior to determining
the existence of a commercially mineable deposit, as contemplated by Industry
Guide 7 for mining companies in the exploration stage. Further, the Company has
considered the guidance under EITF 04-2 and has determined that capitalization
of mineral property acquisition costs is inappropriate at the current stage of
the Company's mineral property exploration activities. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property will be capitalized. Such costs will be amortized using the
unit-of-production method over the estimated life of proven reserves. As of the
date of these financial statements, the Company has incurred only exploration
costs which have been charged to operations. To date the Company has not
established any proven or probable reserves on its mineral properties.

The Company has adopted the provisions of Statement of Financial Accounting
Standards ("SFAS') No. 143 "Accounting for Asset Retirement Obligations" which
establishes standards for the initial measurement and subsequent accounting for
obligations associated with the sale, abandonment, or other disposal of
long-term tangible assets arising from the acquisition, construction or
development and for normal operations of such assets. As of July 31, 2006, any
potential costs related to the retirement of the Company's mineral property
interests have not been determined.

                                       25

<PAGE>
USE OF ESTIMATES AND ASSUMPTIONS

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

FOREIGN CURRENCY TRANSLATION

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

ENVIRONMENTAL COSTS

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

INCOME TAXES

The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

BASIC AND DILUTED LOSS PER SHARE

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

                                       26

<PAGE>
STOCK-BASED COMPENSATION

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005,
the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin
("SAB") No. 107, "Share-Based Payment", which provides supplemental
implementation guidance for SFAS No. 123R. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on the grant date fair value
of the award. SFAS No. 123R was to be effective for interim or annual reporting
periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a
rule that will permit most registrants to implement SFAS No. 123R at the
beginning of their next fiscal year, instead of the next reporting period as
required by SFAS No. 123R. The pro-forma disclosures previously permitted under
SFAS No. 123 no longer will be an alternative to financial statement
recognition. Under SFAS No. 123R, the Company must determine the appropriate
fair value model to be used for valuing share-based payments, the amortization
method for compensation cost and the transition method to be used at date of
adoption. The transition methods include prospective and retroactive adoption
options. Under the retroactive options, prior periods may be restated either as
of the beginning of the year of adoption or for all periods presented. The
prospective method requires that compensation expense be recorded for all
unvested stock options and restricted stock at the beginning of the first
quarter of adoption of SFAS No. 123R, while the retroactive methods would record
compensation expense for all unvested stock options and restricted stock
beginning with the first period restated. The Company has adopted the
prospective method of SFAS No. 123R on August 1, 2005, the beginning of fiscal
year 2006. As the Company had no outstanding stock options at August 1, 2005 no
compensation expense was recorded.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on the Company's future reported financial position or
results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. This adoption of this statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

                                       27

<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASURES" ("SFAS
No. 157"). This Statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for the Company would be its fiscal
year beginning August 31, 2008. The Company is currently evaluating the impact
of SFAS No. 157 but does not expect that it will have a material impact on its
financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 will
have any material impact on its financial position and results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108
but does not expect that it will have a material effect on its financial
statements.

                             DESCRIPTION OF PROPERTY

We do not currently own any property. We are currently utilizing space at the
residence of our president at 102-5212 48th Street, Red Deer, Alberta Canada. We
believe the current premises are sufficient for our needs at this time.

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

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

                                       28

<PAGE>
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

We plan to contact a market maker immediately following the completion of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC or applicable regulatory authority. Market Makers are not
permitted to begin quotation of a security whose issuer does not meet this
filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Madrona Ventures Inc., and, anyone acting
on our behalf with any market maker regarding participation in a future trading
market for our securities.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus we have one shareholder of
record. We have paid no cash dividends and have no outstanding options.

PENNY STOCK RULES

The Securities and Exchange Commission has also 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).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of 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/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

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, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;
     -    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 the
          Securities Act of 1934, as amended;
     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;
     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

                                       29

<PAGE>
     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and
     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

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

     -    the bid and offer quotations for the penny stock;
     -    the compensation of the broker-dealer and its salesperson in the
          transaction;
     -    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
     -    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 not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

REPORTS

We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountant,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.

                             EXECUTIVE COMPENSATION

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

                           Summary Compensation Table


<TABLE>
<CAPTION>
                                                 Other
Name &                                           Annual      Restricted                            All Other
Principal                                       Compen-        Stock         Options      LTIP      Compen-
Position         Year    Salary($)   Bonus($)   sation($)    Award(s)($)     SARs(#)   Payouts($)  sation($)
--------         ----    ---------   --------   ---------    -----------     -------   ----------  ---------
<S>             <C>     <C>         <C>        <C>          <C>             <C>        <C>        <C>
R Baglole        2006       -0-         -0-        -0-           -0-           -0-        -0-         -0-
President        2005       -0-         -0-        -0-           -0-           -0-        -0-         -0-

D Shaw           2006       -0-         -0-        -0-           -0-           -0-        -0-         -0-
Director         2005       -0-         -0-        -0-           -0-           -0-        -0-         -0-
</TABLE>


                                       30

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

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

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

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

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

                              FINANCIAL STATEMENTS

The financial statements of Madrona Ventures Inc. for the years ended July 31,
2006 and 2005, and related notes, included in this prospectus have been audited
by Dale Matheson Carr-Hilton LaBonte LLP, "DMCL" Chartered Accountants, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.

The financial statements of Madrona Ventures Inc. for the period ended October
31, 2006, and related notes, prepared by the company and included in this
prospectus have been reviewed by Dale Matheson Carr-Hilton LaBonte LLP, "DMCL"
Chartered Accountants.

      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

                                       31

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




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

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

We have audited the balance  sheets of Madrona  Ventures  Inc.  (an  exploration
stage  company) as at July 31, 2006 and 2005 and the  statements of  operations,
stockholders' equity and cash flows for the year ended July 31, 2006, the period
from June 21,  2005  (Inception)  to July 31,  2005 and the period from June 21,
2005  (Inception)  to  July  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). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audits included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects, the financial position of the Company as at July 30, 2006 and 2005 and
the results of its operations and cash flows and changes in stockholders' equity
for the year ended July 31, 2006,  the period from June 21, 2005  (Inception) to
July 31, 2005 and the period from June 21, 2005  (Inception) to July 31, 2006 in
conformity with accounting principles generally accepted in the United States of
America.

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



                                       /s/ DALE MATHESON CARR-HILTON LABONTE LLP
                                       -----------------------------------------
                                           DALE MATHESON CARR-HILTON LABONTE LLP
                                                           CHARTERED ACCOUNTANTS

Vancouver, Canada
October 11, 2006


                                      F-1

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


<TABLE>
<CAPTION>
                                                                        October 31,     July 31,      July 31,
                                                                           2006           2006          2005
                                                                         --------       --------      --------
                                                                        (Unaudited)     (Audited)     (Audited)
<S>                                                                      <C>            <C>           <C>
ASSETS

Current assets
  Cash                                                                   $ 22,459       $ 30,822      $     --
                                                                         ========       ========      ========
LIABILITIES

Current liabilities
  Accounts payable and accrued liabilities                               $  7,447       $  7,447      $     --
                                                                         --------       --------      --------
STOCKHOLDERS' EQUITY

Common stock (Note 4)
  Authorized:
   75,000,000 common shares with a par value of $0.001
  Issued and outstanding:
   6,525,000 common shares (July 31, 2006-6,525,000: July 31, 2005-Nil)     6,525          6,525            --
Additional paid in capital                                                 48,975         48,975            --
Deficit accumulated during the exploration stage                          (40,488)       (32,125)           --
                                                                         --------       --------      --------

                                                                           15,012         23,375
                                                                         --------       --------      --------

                                                                         $ 22,459       $ 30,822      $     --
                                                                         ========       ========      ========
</TABLE>


Nature and continuance of operations (Note 1)

                           - See Accompanying Notes -

                                      F-2

<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Statements of Operations
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                       Period from      Period from     Cumulative from
                                       Three Months                   June 21, 2005     June 21, 2005    June 21, 2005
                                          ended        Year ended    (Inception) to    (Inception) to   (Inception) to
                                       October 31,      July 31,        July 31,         July 31,         October 31,
                                          2006            2006            2005             2006              2006
                                       -----------     -----------     -----------      -----------       -----------
                                       (Unaudited)      (Audited)       (Audited)        (Audited)        (Unaudited)
<S>                                    <C>             <C>             <C>              <C>               <C>
EXPENSES
  General and administrative           $       795     $       678     $        --      $       678       $     1,473
  Mineral Interest (Note 3)                  7,568          31,447              --           31,447            39,015
                                       -----------     -----------     -----------      -----------       -----------

NET LOSS                               $     8,363     $    32,125     $        --      $    32,125       $    40,488
                                       ===========     ===========     ===========      ===========       ===========

BASIC AND DILUTED NET LOSS PER SHARE   $     (0.00)    $     (0.02)    $        --
                                       ===========     ===========     ===========

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


                           - See Accompanying Notes -

                                      F-3

<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period June 21, 2005 (Inception) to October 31, 2006
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                         Deficit
                                                                                       Accumulated
                                                                         Additional     During the
                                                Common Shares             Paid-in      Exploration
                                            Number        Par Value       Capital         Stage           Total
                                                     - $ -                 - $ -          - $ -           - $ -
                                           ---------      ---------      ---------      ---------       ---------
<S>                                       <C>           <C>              <C>           <C>              <C>
Balance June 21, 2005                             --             --             --             --              --
                                           ---------      ---------      ---------      ---------       ---------
Balance July 31, 2005                             --             --             --             --              --

Common shares issued for cash:
  - March 2006 at $0.001 per share         5,000,000          5,000             --             --           5,000
  - March 2006 at $0.01 per share          1,300,000          1,300         11,700             --          13,000
  - April 2006 at $0.10 per share             75,000             75          7,425             --           7,500
  - May 2006 at $0.20 per share              150,000            150         29,850             --          30,000

Net loss                                          --             --             --        (32,125)        (32,125)
                                           ---------      ---------      ---------      ---------       ---------

Balance, July 31, 2006 (Audited)           6,525,000          6,525         48,975        (32,125)         23,375

Net loss                                          --             --             --         (8,363)         (8,363)
                                           ---------      ---------      ---------      ---------       ---------

Balance, October 31, 2006 (Unaudited)      6,525,000          6,525         48,975        (40,488)         15,012
                                           =========      =========      =========      =========       =========
</TABLE>


                           - See Accompanying Notes -

                                      F-4

<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                            Period from      Period from     Cumulative from
                                              Three Months                 June 21, 2005     June 21, 2005    June 21, 2005
                                                 ended       Year ended   (Inception) to    (Inception) to   (Inception) to
                                              October 31,     July 31,       July 31,         July 31,         October 31,
                                                 2006           2006           2005             2006              2006
                                               --------       --------       ---------        --------          --------
                                              (Unaudited)     (Audited)      (Audited)        (Audited)        (Unaudited)

<S>                                          <C>             <C>             <C>                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                     $ (8,363)      $(32,125)      $      --        $(32,125)         $(40,488)
  Changes in non cash working capital items:
    Accounts payable and accrued liabilities      7,447          7,447              --           7,447             7,447
                                               --------       --------       ---------        --------          --------

Net cash used in operations                      (8,363)       (24,678)             --         (24,678)          (33,041)
                                               --------       --------       ---------        --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Shares issued for cash                             --         55,000              --          55,500            55,500
                                               --------       --------       ---------        --------          --------

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

NET INCREASE IN CASH                              (8363)        30,822              --          30,822            22,459

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

CASH, ENDING                                   $ 22,459       $ 30,822       $      --        $ 30,822          $ 22,459
                                               ========       ========       =========        ========          ========

SUPPLEMENTAL CASH FLOW INFORMATION:

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


                           - See Accompanying Notes -

                                      F-5

<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)

Notes To The Financial Statements
October 31, 2006
--------------------------------------------------------------------------------

1. NATURE OF OPERATIONS

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

   These financial  statements have been prepared on a going concern basis which
   assumes the  Company  will be able to realize  its assets and  discharge  its
   liabilities in the normal course of business for the foreseeable  future. The
   Company has incurred losses of $32,125 since inception and further losses are
   anticipated  in the  development  of its  business  raising  doubt  about the
   Company's ability to continue as a going concern.  The ability to continue as
   a  going  concern  is  dependent  upon  the  Company  generating   profitable
   operations in the future and/or obtaining the necessary financing to meet its
   obligations and repay its liabilities arising from normal business operations
   when they come due.  Management  intends to finance  operating costs over the
   next twelve months with existing cash on hand and loans from directors and or
   private placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   BASIS OF PRESENTATION

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

   EXPLORATION STAGE COMPANY

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

   MINERAL INTERESTS

   The Company has been in the exploration  stage of its resource business since
   its  formation on June 21, 2005 and has not  realized  any revenues  from its
   planned   operations.   It  is  primarily  engaged  in  the  acquisition  and
   exploration of mineral properties. Mineral property acquisition,  exploration
   and  development  costs are expensed as incurred  until such time as economic
   reserves are quantified.  The  recoverability of capitalized costs of mineral
   properties  are presumed to be  insupportable  under FASB  Statement  No. 144
   prior to determining  the existence of a commercially  mineable  deposit,  as
   contemplated  by Industry  Guide 7 for mining  companies  in the  exploration
   stage.  Further,  the Company has considered the guidance under EITF 04-2 and
   has determined that  capitalization of mineral property  acquisition costs is
   inappropriate  at  the  current  stage  of  the  Company's  mineral  property
   exploration  activities.  When it has been determined that a mineral property
   can be economically developed as a result of establishing proven and probable
   reserves,  the costs  incurred to develop such property will be  capitalized.
   Such costs will be  amortized  using the  unit-of-production  method over the
   estimated  life  of  proven  reserves.  As of the  date  of  these  financial
   statements,  the Company has incurred only exploration  costs which have been
   charged to operations.  To date the Company has not established any proven or
   probable reserves on its mineral properties.

   The Company has adopted the  provisions of Statement of Financial  Accounting
   Standards  ("SFAS') No. 143  "Accounting  for Asset  Retirement  Obligations"
   which  establishes  standards  for the  initial  measurement  and  subsequent
   accounting for obligations  associated with the sale,  abandonment,  or other
   disposal  of  long-term   tangible  assets  arising  from  the   acquisition,
   construction or development and for normal  operations of such assets.  As of
   October 31,  2006,  any  potential  costs  related to the  retirement  of the
   Company's mineral property interests have not been determined.

                                      F-6

<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes To The Financial Statements
October 31, 2006
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   USE OF ESTIMATES AND ASSUMPTIONS

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

   FOREIGN CURRENCY TRANSLATION

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

   FAIR VALUE OF FINANCIAL INSTRUMENTS

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

   ENVIRONMENTAL COSTS

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

   INCOME TAXES

   The Company  follows the  liability  method of  accounting  for income taxes.
   Under this method,  deferred income tax assets and liabilities are recognized
   for the estimated tax  consequences  attributable to differences  between the
   financial  statement  carrying values and their  respective  income tax basis
   (temporary  differences).  The  effect on  deferred  income  tax  assets  and
   liabilities  of a change in tax rates is  recognized  in income in the period
   that includes the enactment date.

   BASIC AND DILUTED LOSS PER SHARE

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

                                      F-7

<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes To The Financial Statements
October 31, 2006
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   STOCK-BASED COMPENSATION

   In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
   replaced  SFAS  No.  123,  "Accounting  for  Stock-Based   Compensation"  and
   superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees". In
   January 2005,  the Securities  and Exchange  Commission  ("SEC") issued Staff
   Accounting Bulletin ("SAB") No. 107,  "Share-Based  Payment",  which provides
   supplemental  implementation  guidance  for SFAS  No.  123R.  SFAS  No.  123R
   requires all share-based payments to employees,  including grants of employee
   stock  options,  to be recognized in the  financial  statements  based on the
   grant date fair value of the award.  SFAS No.  123R was to be  effective  for
   interim or annual reporting  periods beginning on or after June 15, 2005, but
   in April  2005 the SEC issued a rule that will  permit  most  registrants  to
   implement  SFAS No. 123R at the beginning of their next fiscal year,  instead
   of the next  reporting  period as required by SFAS No.  123R.  The  pro-forma
   disclosures  previously  permitted  under SFAS No.  123 no longer  will be an
   alternative  to financial  statement  recognition.  Under SFAS No. 123R,  the
   Company  must  determine  the  appropriate  fair  value  model to be used for
   valuing share-based  payments,  the amortization method for compensation cost
   and the  transition  method to be used at date of  adoption.  The  transition
   methods  include  prospective  and retroactive  adoption  options.  Under the
   retroactive options, prior periods may be restated either as of the beginning
   of the year of adoption or for all periods presented.  The prospective method
   requires that compensation expense be recorded for all unvested stock options
   and  restricted  stock at the  beginning of the first  quarter of adoption of
   SFAS No.  123R,  while the  retroactive  methods  would  record  compensation
   expense for all unvested  stock options and restricted  stock  beginning with
   the first period restated.  The Company has adopted the prospective method of
   SFAS No. 123R on August 1, 2005, the beginning of fiscal year 2006.  2006. As
   the  Company  had  no  outstanding   stock  options  at  August  1,  2005  no
   compensation expense was recorded.

   RECENT ACCOUNTING PRONOUNCEMENTS

   In February  2006,  the FASB issued  SFAS No.  155,  "Accounting  for Certain
   Hybrid  Financial  Instruments-an  amendment of FASB  Statements  No. 133 and
   140",  to  simplify  and make more  consistent  the  accounting  for  certain
   financial  instruments.  SFAS No. 155 amends  SFAS No. 133,  "Accounting  for
   Derivative  Instruments  and  Hedging  Activities",   to  permit  fair  value
   re-measurement   for  any  hybrid  financial   instrument  with  an  embedded
   derivative that otherwise would require bifurcation,  provided that the whole
   instrument is accounted  for on a fair value basis.  SFAS No. 155 amends SFAS
   No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to
   allow a  qualifying  special-purpose  entity to hold a  derivative  financial
   instrument  that  pertains  to  a  beneficial  interest  other  than  another
   derivative  financial  instrument.  SFAS No.  155  applies  to all  financial
   instruments  acquired or issued  after the  beginning  of an  entity's  first
   fiscal year that begins after  September 15, 2006,  with earlier  application
   allowed.  This standard is not expected to have a  significant  effect on the
   Company's future reported financial position or results of operations.

   In March 2006,  the FASB issued SFAS No. 156,  "Accounting  for  Servicing of
   Financial  Assets,  an amendment of FASB  Statement No. 140,  Accounting  for
   Transfers  and  Servicing  of  Financial   Assets  and   Extinguishments   of
   Liabilities".  This statement  requires all separately  recognized  servicing
   assets and  servicing  liabilities  be initially  measured at fair value,  if
   practicable,  and permits for subsequent  measurement using either fair value
   measurement  with  changes  in  fair  value  reflected  in  earnings  or  the
   amortization and impairment requirements of Statement No. 140. The subsequent
   measurement  of  separately   recognized   servicing   assets  and  servicing
   liabilities  at fair value  eliminates the necessity for entities that manage
   the risks  inherent  in  servicing  assets  and  servicing  liabilities  with
   derivatives  to qualify for hedge  accounting  treatment and  eliminates  the
   characterization   of  declines  in  fair  value  as  impairments  or  direct
   write-downs.  SFAS No. 156 is  effective  for an entity's  first  fiscal year
   beginning  after  September 15, 2006.  This adoption of this statement is not
   expected  to have a  significant  effect  on the  Company's  future  reported
   financial position or results of operations.

                                      F-8

<PAGE>
MADRONA VENTURES INC.
(An Exploration Stage Company)
Notes To The Financial Statements
October 31, 2006
--------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

   RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

   In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASURES" ("SFAS
   No. 157").  This  Statement  defines fair value,  establishes a framework for
   measuring  fair value in generally  accepted  accounting  principles  (GAAP),
   expands  disclosures about fair value  measurements,  and applies under other
   accounting  pronouncements  that  require or permit fair value  measurements.
   SFAS No. 157 does not require any new fair value measurements.  However,  the
   FASB anticipates that for some entities, the application of SFAS No. 157 will
   change current practice.  SFAS No. 157 is effective for financial  statements
   issued for fiscal years  beginning  after  November  15, 2007,  which for the
   Company  would be its fiscal year  beginning  August 1, 2008.  The Company is
   currently  evaluating  the impact of SFAS No. 157 but does not expect that it
   will have a material impact on its financial statements.

   In September 2006, the FASB issued SFAS No. 158,  "Employers'  Accounting for
   Defined  Benefit  Pension and Other  Postretirement  Plans."  This  Statement
   requires an employer to recognize the over funded or under funded status of a
   defined benefit post retirement plan (other than a multiemployer  plan) as an
   asset or liability in its statement of financial  position,  and to recognize
   changes in that funded  status in the year in which the changes occur through
   comprehensive income. SFAS No. 158 is effective for fiscal years ending after
   December 15, 2006.  The Company  does not expect that the  implementation  of
   SFAS No. 158 will have any  material  impact on its  financial  position  and
   results of operations.

   In September 2006, the SEC issued Staff Accounting  Bulletin ("SAB") No. 108,
   "Considering  the  Effects  of  Prior  Year  Misstatements  when  Quantifying
   Misstatements  in Current Year Financial  Statements."  SAB No. 108 addresses
   how the effects of prior year uncorrected  misstatements should be considered
   when quantifying misstatements in current year financial statements.  SAB No.
   108 requires  companies to quantify  misstatements  using a balance sheet and
   income statement  approach and to evaluate whether either approach results in
   quantifying an error that is material in light of relevant  quantitative  and
   qualitative  factors.  SAB No. 108 is  effective  for  periods  ending  after
   November 15, 2006. This standard is not expected to have a significant effect
   on the Company's future reported financial position or result of operations.

3. MINERAL INTERESTS

   TELLURIC GOLD CLAIM, BRITISH COLUMBIA, CANADA

   By a Bill of Sale dated May 1, 2006,  the Company  acquired a 100%  undivided
   right,  title and interest in and to the Telluric  Gold Claim  located in the
   province of British Columbia,  Canada from an unrelated party.  Consideration
   for the acquisition was $20,000.  Cumulative  property costs of $39,015 (July
   31 2006-$31,447) were charged to operations.

4. CAPITAL STOCK

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

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

   At July 31, 2006, there were no outstanding stock options or warrants.

5. INCOME TAXES

   As of July 31, 2006,  the Company had net  operating  loss carry  forwards of
   approximately  $32,000 that may be available to reduce future years'  taxable
   income through 2026. Future tax benefits which may arise as a result of these
   losses  have not been  recognized  in these  financial  statements,  as their
   realization  is determined not likely to occur and  accordingly,  the Company
   has recorded a valuation  allowance  for the  deferred tax asset  relating to
   these tax loss carry-forwards.

                                      F-9

<PAGE>
 
                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Madrona Ventures Inc.'s By-Laws allow for the indemnification of the officers
and directors in regard to their carrying out the duties of their offices. The
board of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Nevada General
Corporation Law.

Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:

"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.

4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the

                                      II-1

<PAGE>
director, officer, employee or agent is proper in the circumstances. The
determination must be made:

     a.   By the stockholders;

     b.   By the board of directors by majority vote of a quorum consisting of
          directors who were not parties to the act, suit or proceeding;

     c.   If a majority vote of a quorum consisting of directors who were not
          parties to the act, suit or proceeding so orders, by independent legal
          counsel, in a written opinion; or

     d.   If a quorum consisting of directors who were not parties to the act,
          suit or proceeding cannot be obtained, by independent legal counsel in
          a written opinion.

5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.

6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:

     a.   Does not include any other rights to which a person seeking
          indemnification or advancement of expenses may be entitled under the
          certificate or articles of incorporation or any bylaw, agreement, vote
          of stockholders or disinterested directors or otherwise, for either an
          action in his official capacity or an action in another capacity while
          holding his office, except that indemnification, unless ordered by a
          court pursuant to section 2 or for the advancement of expenses made
          pursuant to section 5, may not be made to or on behalf of any director
          or officer if a final adjudication establishes that his acts or
          omission involved intentional misconduct, fraud or a knowing violation
          of the law and was material to the cause of action.

     b.   Continues for a person who has ceased to be a director, officer,
          employee or agent and inures to the benefit of the heirs, executors
          and administrators of such a person.

     c.   The Articles of Incorporation provides that "the Corporation shall
          indemnify its officers, directors, employees and agents to the fullest
          extent permitted by the General Corporation Law of Nevada, as amended
          from time to time."

As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Oliver Creek Resources, we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities

                                      II-2

<PAGE>
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.

In February 2006, a total of 5,000,000 shares of common stock were issued in
exchange for $5,000 US, or $.001 per share. These securities were issued to the
officers and directors of the company.

Between March, 2006 and May, 2006 we offered and sold 1,525,000 common stock
shares to 34 non-affiliated private investors for proceeds of $50,500. In March
2006 we offered and sold 1,300,000 common stock shares at $0.01 per share to 16
non-affiliated private investors for proceeds of $13,000. In April 2006 we
offered and sold 75,000 common stock shares at $0.10 per share to 15
non-affiliated private investors for proceeds of $7,500. In May 2006 we offered
and sold 150,000 common stock shares at $0.20 per share to 3 non-affiliated
private investors for proceeds of $30,000.

The company relied upon Section 4(2) of the Securities Act of 1933, as amended
(the "Act"). Each prospective investor was given a private placement memorandum
designed to disclose all material aspects of an investment in the company,
including the business, management, offering details, risk factors, financial
statements and use of funds. The investors were either business acquaintances,
family members, or friends of, or personally known to, our officer and director.
It is the belief of management that each of the individuals who invested have
such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of the investment and therefore did
not need the protections offered by registering their shares under Securities
and Exchange Act of 1933, as amended. Each investor completed a subscription
confirmation letter and private placement subscription agreement whereby the
investors certified that they were purchasing the shares for their own accounts,
with investment intent. This offering was not accompanied by general
advertisement or general solicitation and the shares were issued with a Rule 144
restrictive legend.

Under the Securities Act of 1933, all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act. Rule 144 under the 1933 Act sets
forth conditions which, if satisfied, permit persons holding control securities
(affiliated shareholders, i.e., officers, directors or holders of at least ten
percent of the outstanding shares) or restricted securities (non-affiliated
shareholders) to sell such securities publicly without registration. Rule 144
sets forth a holding period for restricted securities to establish that the
holder did not purchase such securities with a view to distribute. Under Rule
144, several provisions must be met with respect to the sales of control
securities at any time and sales of restricted securities held between one and
two years. The following is a summary of the provisions of Rule 144: (a) Rule
144 is available only if the issuer is current in its filings under the
Securities an Exchange Act of 1934. Such filings include, but are not limited
to, the issuer's quarterly reports and annual reports; (b) Rule 144 allows
resale of restricted and control securities after a one year hold period,
subjected to certain volume limitations, and resales by non-affiliates holders
without limitations after two years; ( c ) The sales of securities made under
Rule 144 during any three-month period are limited to the greater of: (i) 1% of
the outstanding common stock of the issuer; or (ii) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the required
notice of the sale under Rule 144 with the SEC.

                                      II-3

<PAGE>
                                    EXHIBITS

Exhibit 3.1       Articles of Incorporation
Exhibit 3.2       Bylaws
Exhibit 5.1       Opinion re: Legality
Exhibit 23.1      Consent of counsel (Included in Exhibit 5.1)
Exhibit 23.2      Consent of independent auditor
Exhibit 23.3      Consent of professional geologist
Exhibit 99.1      Professional Geologist's Report

                                  UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:

     (i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

     (ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement ; and

     (iii) Include any additional or changed material information on the plan of
distribution.

2. That, for the purpose of determining any liability under the Securities Act,
treat each post-effective amendment as a new registration statement of the
securities offered herein, and that the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                      II-4

<PAGE>
5. For determining any liability under the Securities Act, we shall treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.

6. For determining any liability under the Securities Act, we shall treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that the offering of the securities at that time as the initial bona fide
offering of those securities.

7. For determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting methods used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

     (i) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed pursuant to Rule
424;

     (ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to by the
undersigned small business issuer;

     (iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned small
business issuer; and

     (iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.

                                      II-5

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Red Deer, Alberta,
Canada, on January 5, 2007.

                                      Madrona Ventures Inc.


                                          /s/ Reese Baglole
                                          -------------------------------------
                                      By: Reese Baglole
                                          (Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.


/s/ Reese Baglole                                              January 5, 2007
-------------------------------------                          ---------------
Reese Baglole, President                                             Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)

                                      II-6



                                                                     Exhibit 3.1
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708 Website: secretaryofstate.biz
                                                                        Entity #
                                                                   E0390262005-0
                                                                 Document Number
                                                                  20050240957-64

                                                                     Date Filed:
                                                            6/21/2005 8:00:40 AM
                                                                In the office of
                                                                 /s/ Dean Heller
                                                                     Dean Heller
                                                              Secretary of State


                            ARTICLES OF INCORPORATION
                              (PURSUANT TO NRS 78)

1. Name of Corporation: MADRONA VENTURES, INC.

2. Resident Agent Name &
   Street Address:                    Empire Stock Transfer Inc.
                                      7251 West Lake Mead Boulevard Suite 300
                                      Las Vegas, NEVADA 89128

3. Shares:                            Number of Shares with par value:75,000,000
                                      Par value:  .001

4. Name & Address of Board
   Of Directors/Trustees:             Darcy Krell
                                      #3A 199 Drake Street
                                      Vancouver, BC  V6Z2T9

5. Purpose:                           The purpose of this Corporation shall be:
                                      All legal purposes

6. Name, Address & Signature

   Of Incorporator:                   Leah Finke                 /s/ Leah Finke
                                      7251 West Lake Mead Boulevard Suite 300
                                      Las Vegas, NEVADA 89128

Certificate of Acceptance
Of Appointment of Resident
Agent:                                I hereby accept appointment as Resident
                                      Agent for the above named corporation.

                                      /s/ Leah Finke                     6/20/05
                                      Authorized Signature of R.A.        Date


<PAGE>
                            ARTICLES OF INCORPORATION
                                       OF
                             MADRONA VENTURES, INC.


FIRST. The name of the corporation is Madrona Ventures, Inc.

SECOND.  The  registered  office  of the  corporation
  in the State of Nevada is
located  at 7251  West Lake  Mead  Blvd.  Suite  300,  Las  Vegas NV 89128.  The
corporation  may maintain an office,  or offices,  in such other place or places
within or without the State of Nevada as may be from time to time  designated by
the Board of Directors,  or by the bylaws of said  corporation.  The corporation
may conduct all corporation  business of every kind and nature outside the State
of Nevada as well as within the State of Nevada.

THIRD.  The  objects for which this  corporation  is formed are to engage in any
lawful activity.

FOURTH.  That the total number of common stock  authorized that may be issued by
the corporation is SEVENTY FIVE MILLION  (75,000,000) shares of stock with a par
value of one tenth of one cents  ($0.001)  per share and no other class of stock
shall  be  authorized.   The   corporation   may  issue  said  shares  for  such
consideration as the Board of Directors may fix.

FIFTH. The governing board of this corporation shall be known as directors,  and
the number of directors  may from time to time be increased or decreased in such
manner as shall be provided by the bylaws of this  corporation,  providing  that
the number of  directors  shall not be  reduced to less than one (1).  The first
Board of  Directors  shall  be one (1) in  number  and the name and post  office
address of this Director is:

                           Darcy Krell
                           #3A 199 Drake Street
                           Vancouver, BC  V6Z 2T9

SIXTH.  The capital stock,  after the amount of the  subscription  price, or par
value,  has been paid in, shall not be subject to assessment to pay the debts of
the corporation.

SEVENTH.  The name and post  office  address  of the  Incorporator  signing  the
Articles of Incorporation is as follows:

                           Leah Finke
                           7251 West Lake Mead Boulevard Suite 300
                           Las Vegas, NEVADA 89128

EIGHTH.  The Resident Agent for this corporation  shall be Empire Stock Transfer
Inc. The address of the Resident Agent and the registered  statutory  address of
this corporation in the State of Nevada shall be: 7251 West Lake Mead Boulevard,
Suite 300, Las Vegas, NV 89128

NINTH. The corporation is to have perpetual existence.

TENTH. The Board of Directors shall adopt the initial Bylaws of the corporation.
The Board of Directors  shall also have the power to alter,  amend or repeal the
Bylaws, or to adopt new Bylaws, except as otherwise may be specifically provided
in the Bylaws.

ELEVENTH.  The Board of Directors shall have the authority to open bank accounts
and adopt banking resolutions on behalf of the corporation.

TWELVTH. No director or officer of the corporation shall be personally liable to
the corporation or any of its  stockholders  for damages for breach of fiduciary
duty as a director or officer or for any act or omission of any such director or
officer,  however,  the  foregoing  provision  shall not  eliminate or limit the
liability  of a director  or officer  for (a) acts or  emissions  which  involve

<PAGE>
intentional  misconduct,  fraud or a knowing violation of law or (b) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes.  Any
repeal or  modification  of this Article by the  stockholders of the corporation
shall be prospective  only and shall not adversely  affect any limitation on the
personal  liability  of a director  or officer  of the  corporation  for acts or
emissions prior to such repeal or modification.

THIRTEENTH.  This  corporation  reserves  the right to amend,  alter,  change or
repeal any provision  contained in the Articles of Incorporation,  in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all  rights  conferred  upon  stockholders  herein are  granted  subject to this
reservation.

     I, THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of  Nevada,  do make and file  these  Articles  of  Incorporation,  hereby
declaring and certifying  that the facts herein stated are true, and accordingly
have hereunto set my hand this Tuesday, June 20, 2005.



                                  /s/ Leah Finke
                                  -----------------------------------
                                  Leah Finke
                                  Incorporator

                                                                     Exhibit 3.2


                                     BYLAWS
                                       OF
                             MADRONA VENTURES, INC.


                                    ARTICLE I
                                     OFFICES

Section 1.01  Location of Offices.  The  corporation  may maintain  such offices
within or without the State of Nevada as the Board of Directors may from time to
time designate or require.

Section  1.02  Principal  Office.  The  address of the  principal  office of the
corporation  shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant  Governor/Secretary of State of
the state of  incorporation,  or at such other address as the Board of Directors
shall from time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

Section 2.01 Annual  Meeting.  The annual meeting of the  shareholders  shall be
held in November of each year or at such other time  designated  by the Board of
Directors  and as is provided for in the notice of the meeting,  for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting.  If the  election of directors  shall not be held on the day
designated for the annual  meeting of the  shareholders,  or at any  adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be
 convenient.

Section 2.02  Special  Meetings.  Special  meetings of the  shareholders  may be
called at any time by the chairman of the board, the president,  or by the Board
of Directors,  or in their absence or  disability,  by any vice  president,  and
shall be called by the president or, in his or her absence or  disability,  by a
vice president or by the secretary on the written  request of the holders of not
less than  one-tenth  of all the shares  entitled to vote at the  meeting,  such
written  request  to state the  purpose or  purposes  of the  meeting  and to be
delivered  to the  president,  each  vice-president,  or  secretary.  In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.

Section 2.03 Place of Meetings.  The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
A waiver of notice signed by all shareholders  entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the  holding  of such  meeting.  If no  designation  is made,  or if a
special  meeting  be  otherwise  called,  the place of  meeting  shall be at the
principal office of the corporation.

<PAGE>
Section 2.04 Notice of Meetings.  The secretary or assistant secretary,  if any,
shall cause notice of the time,  place,  and purpose or purposes of all meetings
of the shareholders  (whether annual or special), to be mailed at least 10 days,
but not more than 50 days,  prior to the meeting,  to each shareholder of record
entitled to vote.

Section 2.05 Waiver of Notice.  Any  shareholder may waive notice of any meeting
of shareholders (however called or noticed, whether or not called or noticed and
whether before,  during,  or after the meeting),  by signing a written waiver of
notice or a consent  to the  holding  of such  meeting,  or an  approval  of the
minutes  thereof.  Attendance  at a  meeting,  in  person  or  by  proxy,  shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent,  or approval is signed or any  objections  are made.  All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06 Fixing  Record Date.  For the purpose of  determining  shareholders
entitled to notice of or to vote at any annual  meeting of  shareholders  or any
adjournment thereof, or shareholders entitled to receive payment of any dividend
or in  order  to make a  determination  of  shareholders  for any  other  proper
purpose,  the Board of Directors of the  corporation  may provide that the share
transfer  books  shall be closed,  for the purpose of  determining  shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
50 days. If the share  transfer  books are closed for the purpose of determining
shareholders  entitled to notice of or to vote at such meeting, such books shall
be closed for at least 10 days immediately preceding such meeting.

In lieu of closing the share transfer  books,  the Board of Directors may fix in
advance a date as the record date for any such  determination  of  shareholders,
such  date in any  case to be not  more  than 50 and,  in case of a  meeting  of
shareholders,  not less than 10 days  prior to the date on which the  particular
action requiring such determination of shareholders is to be taken. If the share
transfer books are not closed and no record date is fixed for the  determination
of  shareholders  entitled  to notice of or to vote at a meeting  or to  receive
payment of a dividend,  the date on which notice of the meeting is mailed or the
date on which the  resolution of the Board of Directors  declaring such dividend
is adopted,  as the case may be, shall be the record date for such determination
of shareholders.  When a determination  of shareholders  entitled to vote at any
meeting  of  shareholders  has  been  made as  provided  in this  Section,  such
determination  shall apply to any  adjournment  thereof.  Failure to comply with
this  Section  shall not affect the validity of any action taken at a meeting of
shareholders.

Section 2.07 Voting Lists. The officer or agent of the corporation having charge
of the share transfer books for shares of the  corporation  shall make, at least
10 days before each meeting of shareholders, a complete list of the shareholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order, with the address of, and the number of shares held by each,
which list, for a period of 10 days prior to such meeting, shall be kept on file
at the registered  office of the  corporation and shall be subject to inspection
by any  shareholder  during the whole time of the meeting.  The  original  share
transfer  book shall be prima  facie  evidence  as to the  shareholders  who are
entitled to examine  such list or transfer  books,  or to vote at any meeting of
shareholders.

                                       2

<PAGE>
Section  2.08  Quorum.  One-half of the total  voting  power of the  outstanding
shares of the corporation  entitled to vote,  represented in person or by proxy,
shall  constitute  a quorum at a  meeting  of the  shareholders.  If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting  and  entitled  to vote on the  subject  shall  constitute
action by the  shareholders,  unless  the vote of a greater  number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the  Articles of  Incorporation.  If less than  one-half  of the  outstanding
voting  power is  represented  at a  meeting,  a majority  of the  voting  power
represented  by shares so present  may  adjourn  the  meeting  from time to time
without  further  notice.  At such adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally noticed.

Section  2.09  Voting  of  Shares.  Each  outstanding  share of the  corporation
entitled to vote shall be entitled to one vote on each matter  submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are  determined  and specified as greater
or lesser  than one vote per share in the manner  provided  by the  Articles  of
Incorporation.

Section 2.10  Proxies.  At each meeting of the  shareholders,  each  shareholder
entitled  to vote  shall be  entitled  to vote in person or by proxy;  provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing  such  proxy to act  shall  have been  executed  in  writing  by the
registered holder or holders of such shares, as the case may be, as shown on the
share  transfer of the  corporation  or by his or her or her attorney  thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled  to vote the shares so held and the  persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.

Section 2.11 Written Consent to Action by  Shareholders.  Any action required to
be taken at a meeting  of the  shareholders,  or any other  action  which may be
taken at a meeting of the  shareholders,  may be taken  without a meeting,  if a
consent in  writing,  setting  forth the  action so taken,  shall be signed by a
majority of the shareholders entitled to vote with respect to the subject matter
thereof.

                                   ARTICLE III
                                    DIRECTORS

Section  3.01  General  Powers.  The  property,  affairs,  and  business  of the
corporation  shall be managed by its Board of Directors.  The Board of Directors

                                       3

<PAGE>
may exercise all the powers of the  corporation  whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of  Incorporation  or by these Bylaws,  vested solely in the shareholders of the
corporation.

Section 3.02 Number,  Term,  and  Qualifications.  The Board of Directors  shall
consist of one to nine  persons.  Increases  or  decreases to said number may be
made,  within the numbers  authorized by the Articles of  Incorporation,  as the
Board of  Directors  shall from time to time  determine  by  amendment  to these
Bylaws.  An  increase or a decrease in the number of the members of the Board of
Directors  may also be had upon  amendment to these Bylaws by a majority vote of
all of the  shareholders,  and the number of  directors  to be so  increased  or
decreased shall be fixed upon a majority vote of all of the  shareholders of the
corporation.  Each director  shall hold office until the next annual  meeting of
shareholders  of the  corporation and until his or her successor shall have been
elected and shall have  qualified.  Directors need not be residents of the state
of incorporation or shareholders of the corporation.

Section 3.03 Classification of Directors.  In lieu of electing the entire number
of directors annually,  the Board of Directors may provide that the directors be
divided  into either two or three  classes,  each class to be as nearly equal in
number as  possible,  the term of office of the  directors of the first class to
expire at the first annual meeting of shareholders after their election, that of
the second class to expire at the second annual  meeting  after their  election,
and that of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification,  the number of
directors  equal to the number of the class  whose  term  expires at the time of
such meeting shall be elected to hold office until the second  succeeding annual
meeting,  if there be two classes, or until the third succeeding annual meeting,
if there be three classes.

Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this bylaw immediately  following,  and at the
same place as, the annual  meeting of  shareholders.  The Board of Directors may
provide by resolution the time and place,  either within or without the state of
incorporation,  for the holding of  additional  regular  meetings  without other
notice than such resolution.

Section 3.05 Special Meetings. Special meetings of the Board of Directors may be
called  by or at the  request  of the  president,  vice  president,  or any  two
directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the state of
incorporation,  as the place for  holding  any  special  meeting of the Board of
Directors called by them.

Section 3.06  Meetings by  Telephone  Conference  Call.  Members of the Board of
Directors may  participate in a meeting of the Board of Directors or a committee
of  the  Board  of  Directors  by  means  of  conference  telephone  or  similar
communication  equipment  by means of which  all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Section shall constitute presence in person at such meeting.

Section 3.07 Notice.  Notice of any special  meeting  shall be given at least 10
days prior  thereto by written  notice  delivered  personally  or mailed to each
director at his or her regular business address or residence, or by telegram. If

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<PAGE>
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed,  with postage thereon  prepaid.  If notice be given by
telegram,  such  notice  shall be deemed to be  delivered  when the  telegram is
delivered  to the  telegraph  company.  Any  director  may  waive  notice of any
meeting.  Attendance  of a director at a meeting  shall  constitute  a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.

Section 3.08 Quorum.  A majority of the number of directors  shall  constitute a
quorum for the transaction of business at any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting. The act of a majority of the directors present at
a  meeting  at  which a  quorum  is  present  shall  be the act of the  Board of
Directors, and the individual directors shall have no power as such.

Section 3.10 Vacancies and Newly Created  Directorship.  If any vacancies  shall
occur in the Board of Directors by reason of death, resignation or otherwise, or
if the number of directors  shall be  increased,  the  directors  then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office,  though less than a quorum, in
any way  approved by the  meeting.  Any  directorship  to be filled by reason of
removal of one or more directors by the  shareholders  may be filled by election
by the  shareholders  at the  meeting at which the  director  or  directors  are
removed.

Section  3.11  Compensation.  By  resolution  of the  Board  of  Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefore.

Section 3.12 Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any  corporate  matter
is taken shall be presumed to have  assented to the action  taken  unless his or
her or her dissent shall be entered in the minutes of the meeting,  unless he or
she shall file his or her or her written  dissent to such action with the person
acting as the secretary of the meeting before the adjournment  thereof, or shall
forward such dissent by  registered  or certified  mail to the  secretary of the
corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

Section 3.13  Resignations.  A director  may resign at any time by  delivering a
written resignation to either the president, a vice president, the secretary, or
assistant  secretary,  if any. The  resignation  shall  become  effective on its
acceptance by the Board of Directors;  provided, that if the board has not acted
thereon within ten days from the date presented, the resignation shall be deemed
accepted.

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<PAGE>
Section 3.14 Written  Consent to Action by Directors.  Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a  meeting  of the  directors  or of a  committee,  may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.

Section 3.15 Removal.  At a meeting  expressly  called for that purpose,  one or
more  directors  may be  removed  by a vote  of a  majority  of  the  shares  of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

                                   ARTICLE IV
                                    OFFICERS

Section 4.01 Number.  The officers of the corporation shall be a president,  one
or more  vice-presidents,  as shall be  determined by resolution of the Board of
Directors, a secretary, a treasurer, and such other officers as may be appointed
by the Board of Directors.  The Board of Directors  may elect,  but shall not be
required  to elect,  a  chairman  of the board  and the Board of  Directors  may
appoint a general manager.

Section 4.02 Election, Term of Office, and Qualifications. The officers shall be
chosen by the Board of Directors annually at its annual meeting. In the event of
failure  to choose  officers  at an annual  meeting  of the Board of  Directors,
officers  may be  chosen  at any  regular  or  special  meeting  of the Board of
Directors.  Each such officer  (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise)  shall hold his or her office until
the next ensuing  annual  meeting of the Board of Directors and until his or her
successor  shall have been chosen and qualified,  or until his or her death,  or
until his or her  resignation or removal in the manner provided in these Bylaws.
Any one  person  may  hold  any two or more of such  offices,  except  that  the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any  instrument in the capacity of more than one office.
The  chairman  of the  board,  if any,  shall be and  remain a  director  of the
corporation  during the term of his or her office.  No other  officer  need be a
director.

Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title,  hold office for such period,  have such  authority,  and
perform such duties as the Board of Directors  from time to time may  determine.
The Board of  Directors  from time to time may  delegate to any officer or agent
the power to appoint  any such  subordinate  officer or agents and to  prescribe
their respective titles, terms of office,  authorities,  and duties. Subordinate
officers need not be shareholders or directors.

Section 4.04  Resignations.  Any officer may resign at any time by  delivering a
written resignation to the Board of Directors,  the president, or the secretary.
Unless  otherwise  specified  therein,  such  resignation  shall take  effect on
delivery.

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<PAGE>
Section  4.05  Removal.  Any officer  may be removed  from office at any special
meeting  of the  Board of  Directors  called  for that  purpose  or at a regular
meeting,  by vote of a majority of the  directors,  with or without  cause.  Any
officer or agent  appointed in  accordance  with the  provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

Section 4.06 Vacancies and Newly Created Offices.  If any vacancy shall occur in
any office by reason of death, resignation,  removal,  disqualification,  or any
other  cause,  or if a new office shall be created,  then such  vacancies or new
created  offices  may be filled  by the Board of  Directors  at any  regular  or
special meeting.

Section 4.07 The Chairman of the Board.  The Chairman of the Board,  if there be
such an officer, shall have the following powers and duties.

     (a)  He or she shall preside at all shareholders' meetings;

     (b)  He or she shall preside at all meetings of the Board of Directors; and

     (c)  He or she shall be a member of the executive committee, if any.

Section 4.08 The President.  The president  shall have the following  powers and
duties:

     (a) If no general manager has been appointed,  he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors,  shall have general charge of the business,  affairs, and property
of the corporation and general  supervision  over its officers,  employees,  and
agents;

     (b) If no  chairman  of the board has been  chosen,  or if such  officer is
absent or disabled,  he or she shall preside at meetings of the shareholders and
Board of Directors;

     (c) He or she shall be a member of the executive committee, if any;

     (d) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and

     (e) He or she shall have all power and shall  perform  all duties  normally
incident to the office of a president of a corporation,  and shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

Section 4.09 The Vice Presidents. The Board of Directors may, from time to time,
designate and elect one or more vice  presidents,  one of whom may be designated
to serve as executive vice president. Each vice president shall have such powers
and  perform  such  duties as from time to time may be assigned to him or her by
the Board of  Directors  or the  president.  At the request or in the absence or
disability of the president,  the executive vice president or, in the absence or
disability of the executive vice president, the vice president designated by the
Board of  Directors  or (in the  absence  of such  designation  by the  Board of
Directors)  by the  president,  the senior vice  president,  may perform all the

                                       7

<PAGE>
duties of the president,  and when so acting,  shall have all the powers of, and
be subject to all the restrictions upon, the president.

Section 4.10 The Secretary.  The secretary  shall have the following  powers and
duties:

     (a) He or she  shall  keep  or  cause  to be  kept a  record  of all of the
proceedings of the meetings of the shareholders and of the board or directors in
books provided for that purpose;

     (b) He or she shall cause all notices to be duly given in  accordance  with
the provisions of these Bylaws and as required by statute;

     (c) He or she shall be the  custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates  representing  shares of the corporation  prior to the issuance
thereof  and to all  instruments,  the  execution  of  which  on  behalf  of the
corporation  under its seal shall have been duly  authorized in accordance  with
these Bylaws, and when so affixed, he or she may attest the same;

     (d)  He  or  she  shall  assume  that  the  books,   reports,   statements,
certificates,  and other documents and records  required by statute are properly
kept and filed;

     (e) He or she shall have charge of the share books of the  corporation  and
cause the share  transfer books to be kept in such manner as to show at any time
the  amount  of  the  shares  of  the  corporation  of  each  class  issued  and
outstanding,  the manner in which and the time when such stock was paid for, the
names  alphabetically  arranged  and the  addresses  of the  holders  of  record
thereof, the number of shares held by each holder and time when each became such
holder or record;  and he or she shall  exhibit at all  reasonable  times to any
director, upon application,  the original or duplicate share register. He or she
shall  cause the share book  referred  to in Section  6.04 hereof to be kept and
exhibited at the principal office of the corporation,  or at such other place as
the Board of  Directors  shall  determine,  in the manner  and for the  purposes
provided in such Section;

     (f) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and

     (g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

Section 4.11 The Treasurer.  The treasurer  shall have the following  powers and
duties:

     (a) He or she shall have charge and supervision over and be responsible for
the monies, securities, receipts, and disbursements of the corporation;

     (b) He or she shall  cause the  monies  and other  valuable  effects of the
corporation to be deposited in the name and to the credit of the  corporation in
such banks or trust companies or with such banks or other  depositories as shall
be selected in accordance with Section 5.03 hereof;

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<PAGE>
     (c) He or she shall cause the monies of the  corporation to be disbursed by
checks or drafts  (signed as  provided  in  Section  5.04  hereof)  drawn on the
authorized depositories of the corporation,  and cause to be taken and preserved
property vouchers for all monies disbursed;

     (d) He or she  shall  render to the Board of  Directors  or the  president,
whenever  requested,  a statement of the financial  condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;

     (e) He or she shall  cause to be kept  correct  books of account of all the
business  and  transactions  of the  corporation  and exhibit  such books to any
director on request during business hours;

     (f) He or she  shall be  empowered  from time to time to  require  from all
officers  or  agents  of  the  corporation  reports  or  statements  given  such
information  as he or she may  desire  with  respect  to any  and all  financial
transactions of the corporation; and

     (g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

Section 4.12 General  Manager.  The Board of Directors  may employ and appoint a
general  manager who may, or may not, be one of the officers or directors of the
corporation.  The general  manager,  if any shall have the following  powers and
duties:

     (a) He or she shall be the chief executive  officer of the corporation and,
subject to the  directions of the Board of Directors,  shall have general charge
of the business affairs and property of the corporation and general  supervision
over its officers, employees, and agents:

     (b) He or she  shall  be  charged  with  the  exclusive  management  of the
business of the corporation and of all of its dealings, but at all times subject
to the control of the Board of Directors;

     (c) Subject to the  approval  of the Board of  Directors  or the  executive
committee,  if any, he or she shall employ all employees of the corporation,  or
delegate such  employment to subordinate  officers,  and shall have authority to
discharge any person so employed; and

     (d) He or she shall make a report to the  president  and directors as often
as  required,  setting  forth the  results  of the  operations  under his or her
charge,  together with suggestions  looking toward improvement and betterment of
the  condition of the  corporation,  and shall  perform such other duties as the
Board of Directors may require.

Section 4.13 Salaries.  The salaries and other  compensation  of the officers of
the  corporation  shall be fixed  from time to time by the  Board of  Directors,
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents  appointed in accordance  with the provisions of Section 4.03

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<PAGE>
hereof.  No  officer  shall be  prevented  from  receiving  any such  salary  or
compensation  by  reason of the fact  that he or she is also a  director  of the
corporation.

Section 4.14 Surety Bonds. In case the Board of Directors shall so require,  any
officer or agent of the  corporation  shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct,
conditioned  upon  the  faithful  performance  of  his  or  her  duties  to  the
corporation,  including  responsibility for negligence and for the accounting of
all property,  monies,  or securities of the corporation which may come into his
or her hands.

                                    ARTICLE V
                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of  Instruments.  Subject to any limitation  contained in
the  Articles  of  Incorporation  or these  Bylaws,  the  president  or any vice
president or the general manager,  if any, may, in the name and on behalf of the
corporation,  execute and deliver any contract or other instrument authorized in
writing by the Board of Directors.  The Board of Directors  may,  subject to any
limitation  contained  in the  Articles  of  Incorporation  or in these  Bylaws,
authorize  in writing any officer or agent to execute and  delivery any contract
or other  instrument  in the name and on  behalf  of the  corporation;  any such
authorization may be general or confined to specific instances.

Section 5.02 Loans.  No loans or advances  shall be  contracted on behalf of the
corporation,  no negotiable  paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the  corporation
shall be mortgaged, pledged, hypothecated,  transferred, or conveyed as security
for  the  payment  of any  loan,  advance,  indebtedness,  or  liability  of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.

Section 5.03  Deposits.  All monies of the  corporation  not otherwise  employed
shall be  deposited  from time to time to its  credit in such banks and or trust
companies or with such bankers or other  depositories  as the Board of Directors
may  select,  or as from time to time may be  selected  by any  officer or agent
authorized to do so by the Board of Directors.

Section  5.04  Checks,  Drafts,  Etc. All notes,  drafts,  acceptances,  checks,
endorsements,  and,  subject to the  provisions  of these  Bylaws,  evidences of
indebtedness of the corporation,  shall be signed by such officer or officers or
such  agent or  agents  of the  corporation  and in such  manner as the Board of
Directors  from time to time may  determine.  Endorsements  for  deposit  to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.

Section  5.05  Bonds  and  Debentures.  Every  bond or  debenture  issued by the
corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
Where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the

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<PAGE>
indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.

Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks,  bonds,  and other securities owned by or standing in
the name of the  corporation,  and the  execution  and delivery on behalf of the
corporation  of any and all  instruments  in writing  incident to any such sale,
transfer,  endorsement, or assignment, shall be effected by the president, or by
any vice  president,  together  with the  secretary,  or by any officer or agent
thereunto authorized by the Board of Directors.

Section  5.07  Proxies.  Proxies  to  vote  with  respect  to  shares  of  other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

                                   ARTICLE VI
                                 CAPITAL SHARES

Section 6.01 Share Certificates. Every holder of shares in the corporation shall
be entitled to have a certificate, signed by the president or any vice president
and the secretary or assistant secretary, and sealed with the seal (which may be
a facsimile, engraved or printed) of the corporation,  certifying the number and
kind,  class  or  series  of  shares  owned  by him  or her in the  corporation;
provided,  however,  that where such a  certificate  is  countersigned  by (a) a
transfer agent or an assistant transfer agent, or (b) registered by a registrar,
the signature of any such  president,  vice president,  secretary,  or assistant
secretary  may be a  facsimile.  In case any officer who shall have  signed,  or
whose  facsimile  signature  or  signatures  shall  have  been  used on any such
certificate,  shall cease to be such officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile  signature or signatures shall have
been used thereon, has not ceased to be such officer.  Certificates representing
shares of the  corporation  shall be in such form as provided by the statutes of
the state of  incorporation.  There  shall be entered on the share  books of the
corporation at the time of issuance of each share, the number of the certificate
issued,  the name and  address  of the  person  owning  the  shares  represented
thereby,  the number and kind,  class or series of such shares,  and the date of
issuance  thereof.  Every  certificate  exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.

Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be
made on the books of the corporation by the holder of record thereof,  or by his
or her attorney  thereunto duly  authorized by a power of attorney duly executed
in  writing  and  filed  with the  secretary  of the  corporation  or any of its
transfer agents,  and on surrender of the certificate or certificates,  properly

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<PAGE>
endorsed or accompanied by proper  instruments  of transfer,  representing  such
shares.  Except as provided by law,  the  corporation  and  transfer  agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes,  and  accordingly,  shall not be
bound to recognize any legal,  equitable,  or other claim to or interest in such
shares on the part of any other  person  whether  or not it or they  shall  have
express or other notice thereof.

Section 6.03  Regulations.  Subject to the  provisions of this Article VI and of
the Articles of  Incorporation,  the Board of Directors  may make such rules and
regulations  as they may  deem  expedient  concerning  the  issuance,  transfer,
redemption, and registration of certificates for shares of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share
book  (or  books  where  more  than  one  kind,  class,  or  series  of stock is
outstanding)   shall  be  kept  at  the  principal  place  of  business  of  the
corporation,  or at such other place as the Board of Directors shall  determine,
containing the names,  alphabetically  arranged, of original shareholders of the
corporation,  their addresses,  their interest, the amount paid on their shares,
and all transfers  thereof and the number and class of shares held by each. Such
share books shall at all  reasonable  hours be subject to  inspection by persons
entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars.  The Board of Directors may appoint
one or more  transfer  agents  and one or more  registrars  with  respect to the
certificates  representing  shares of the corporation,  and may require all such
certificates to bear the signature of either or both. The Board of Directors may
from time to time  define  the  respective  duties of such  transfer  agents and
registrars.  No certificate for shares shall be valid until  countersigned  by a
transfer agent, if at the date appearing  thereon the corporation had a transfer
agent for such shares, and until registered by a registrar,  if at such date the
corporation had a registrar for such shares.

Section 6.06  Closing of Transfer Books and Fixing of Record Date.

     (a) The Board of Directors shall have power to close the share books of the
corporation  for a period  of not to exceed  50 days  preceding  the date of any
meeting of  shareholders,  or the date for payment of any dividend,  or the date
for the allotment of rights,  or capital shares shall go into effect,  or a date
in connection with obtaining the consent of shareholders for any purpose.

     (b) In lieu of closing the share transfer books as aforesaid,  the Board of
Directors may fix in advance a date, not exceeding 50 days preceding the date of
any meeting of shareholders, or the date for the payment of any dividend, or the
date for the  allotment of rights,  or the date when any change or conversion or
exchange of capital  shares shall go into effect,  or a date in connection  with
obtaining  any such  consent,  as a record  date  for the  determination  of the
shareholders  entitled to a notice of, and to vote at, any such  meeting and any
adjournment thereof, or entitled to receive payment of any such dividend,  or to
any such  allotment of rights,  or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent.

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<PAGE>
     (c) If the share  transfer  books  shall be closed or a record date set for
the purpose of  determining  shareholders  entitled to notice of or to vote at a
meeting of  shareholders,  such books  shall be closed  for, or such record date
shall be, at least 10 days immediately preceding such meeting.

Section 6.07 Lost or Destroyed  Certificates.  The  corporation  may issue a new
certificate   for  shares  of  the  corporation  in  place  of  any  certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his or her legal representatives,  to give the corporation a bond
in such form and  amount as the Board of  Directors  may  direct,  and with such
surety or  sureties  as may be  satisfactory  to the  board,  to  indemnify  the
corporation and its transfer agents and registrars,  if any,  against any claims
that may be made against it or any such  transfer  agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.

Section 6.08 No Limitation on Voting Rights;  Limitation on Dissenter's  Rights.
To the extent  permissible under the applicable law of any jurisdiction to which
the  corporation  may become  subject by reason of the conduct of business,  the
ownership of assets,  the residence of shareholders,  the location of offices or
facilities,  or any other item, the corporation elects not to be governed by the
provisions  of any  statute  that (i)  limits,  restricts,  modified,  suspends,
terminates,  or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the  corporation,  without  regard to whether such shares were acquired
directly  from the  corporation  or from any other person and without  regard to
whether  such  shareholder  has the power to exercise or direct the  exercise of
voting  power over any  specific  fraction of the shares of common  stock of the
corporation  issued and  outstanding or (ii) grants to any shareholder the right
to have his or her stock  redeemed or purchased by the  corporation or any other
shareholder  on the  acquisition  by any person or group of persons of shares of
the  corporation.  In particular,  to the extent permitted under the laws of the
state of  incorporation,  the corporation  elects not to be governed by any such
provision,  including the  provisions of the Nevada  Control Share  Acquisitions
Act, Sections 78.378 to 78.3793,  inclusive,  of the Nevada Revised Statutes, or
any statute of similar effect or tenor.

                                   ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 How Constituted.  The Board of Directors may designate an executive
committee  and  such  other  committees  as the  Board  of  Directors  may  deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive
committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

                                       13

<PAGE>
Section  7.02  Powers.  During the  intervals  between  meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

Section 7.03 Proceedings.  The executive committee, and such other committees as
may be designated hereunder by the Board of Directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without  notice) as it shall determine from
time to time.  It will keep a record of its  proceedings  and shall  report such
proceedings  to the Board of  Directors at the meeting of the Board of Directors
next following.

Section  7.04  Quorum  and  Manner of Acting.  At all  meeting of the  executive
committee,  and of such other  committees as may be designated  hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized  membership  of the committee  shall be necessary  and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the members  present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated  hereunder by the Board of Directors,  shall act
only as a committee and the individual  members  thereof shall have no powers as
such.

Section 7.05 Resignations.  Any member of the executive  committee,  and of such
other committees as may be designated  hereunder by the Board of Directors,  may
resign at any time by delivering a written  resignation to either the president,
the  secretary,  or  assistant  secretary,  or to the  presiding  officer of the
committee of which he or she is a member,  if any shall have been  appointed and
shall be in office.  Unless otherwise  specified herein,  such resignation shall
take effect on delivery.

Section 7.06  Removal.  The Board of Directors may at any time remove any member
of the executive committee or of any other committee  designated by it hereunder
either for or without cause.

Section 7.07 Vacancies.  If any vacancies shall occur in the executive committee
or of any other  committee  designated by the Board of Directors  hereunder,  by
reason of  disqualification,  death,  resignation,  removal,  or otherwise,  the
remaining members shall, until the filling of such vacancy,  constitute the then
total  authorized  membership  of the committee  and,  provided that two or more
members  are  remaining,  continue  to act.  Such  vacancy  may be filled at any
meeting of the Board of Directors.

Section  7.08  Compensation.  The Board of  Directors  may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder,  who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.

                                       14

<PAGE>
                                  ARTICLE VIII
                         INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS

Section 8.01  Indemnification:  Third Party Actions.  The corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened,  pending,  or completed action, or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a  director,  officer,  employee,  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees) judgments,  fines, and amounts paid in settlement  actually and reasonably
incurred by him or her in connection  with any such action,  suit or proceeding,
if he or she acted in good faith and in a manner he or she  reasonably  believed
to be in or not opposed to the best  interests  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her  conduct was  unlawful.  The  termination  of any  action,  suit,  or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not act in good faith and in a manner which he or she  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
with  respect to any criminal  action or  proceeding,  he or she had  reasonable
cause to believe that his or her conduct was unlawful.

Section 8.02 Indemnification:  Corporate Actions. The corporation shall have the
power to indemnify  any person who was or is a party or is threatened to be made
a party to any  threatened,  pending,  or completed  action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he or she is or was a  director,  officer,  employee,  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by him or her in  connection  with the
defense or  settlement  of such action or suit, if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim,  issue,  or matter as to which such a person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought  shall  determine on  application  that,
despite the  adjudication of liability but in view of all  circumstances  of the
case,  the  person is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court deems proper.

Section 8.03 Determination. To the extent that a director, officer, employee, or
agent of the  corporation  has been  successful  on the merits or  otherwise  in
defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02
hereof, or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.  Any other indemnification under
Sections  8.01  and  8.02  hereof,  shall  be  made  by the  corporation  upon a
determination that indemnification of the officer, director,  employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof.  Such determination shall
be made  either (i) by the Board of  Directors  by a  majority  vote of a quorum

                                       15

<PAGE>
consisting  of  directors  who  were  not  parties  to  such  action,  suit,  or
proceeding;  or (ii) by independent legal counsel on a written opinion; or (iii)
by the  shareholders  by a  majority  vote of a quorum  of  shareholders  at any
meeting duly called for such purpose.

Section  8.04  General  Indemnification.  The  indemnification  provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute,  in the  corporation's  Articles of Incorporation,
these Bylaws,  agreement,  vote of shareholders or disinterested  directors,  or
otherwise, both as to action in his or her official capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.

Section  8.05  Advances.  Expenses  incurred  in  defending  a civil or criminal
action,  suit, or proceeding as  contemplated in this Section may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that  he or she is to  indemnified  by the  corporation  as  authorized  by this
Section.

Section 8.06 Scope of Indemnification.  The  indemnification  authorized by this
Section shall apply to all present and future  directors,  officers,  employees,
and agents of the  corporation  and shall continue as to such persons who ceases
to be directors,  officers,  employees, or agents of the corporation,  and shall
inure to the benefit of the heirs,  executors,  and  administrators  of all such
persons and shall be in addition to all other indemnification permitted by law.

8.07.  Insurance.  The corporation may purchase and maintain insurance on behalf
of any person who is or was a director,  employee,  or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise  against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against any such liability and under the laws of the state of incorporation,  as
the same may hereafter be amended or modified.

                                   ARTICLE IX
                                   FISCAL YEAR

The fiscal year of the corporation  shall be fixed by resolution of the Board of
Directors.

                                    ARTICLE X
                                    DIVIDENDS

The Board of Directors may from time to time declare,  and the  corporation  may
pay,  dividends  on its  outstanding  shares in the  manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.

                                       16

<PAGE>
                                   ARTICLE XI
                                   AMENDMENTS

All Bylaws of the corporation,  whether adopted by the Board of Directors or the
shareholders,  shall be subject to  amendment,  alteration,  or repeal,  and new
Bylaws may be made, except that:

     (a) No Bylaws  adopted or amended by the  shareholders  shall be altered or
repealed by the Board of Directors.

     (b) No Bylaws  shall be  adopted  by the  Board of  Directors  which  shall
require  more than a majority of the voting  shares for a quorum at a meeting of
shareholders,  or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (i) if any Bylaw  regulating an impending  election of directors is
adopted or amended or  repealed  by the Board of  Directors,  there shall be set
forth in the notice of the next  meeting of  shareholders  for the  election  of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made;  and (ii) no  amendment,  alteration or repeal of
this Article XI shall be made except by the shareholders.

                            CERTIFICATE OF SECRETARY

The  undersigned  does  hereby  certify  that she is the  secretary  of  MADRONA
VENTURES, INC., a corporation duly organized and existing under and by virtue of
the laws of the State of  Nevada;  that the above and  foregoing  Bylaws of said
corporation were duly and regularly adopted as such by the Board of Directors of
the  corporation  and that the above and foregoing  Bylaws are now in full force
and effect.

DATED THIS 21st day of June, 2005.


/s/ Darcy Krell
------------------------------
President and Secretary

                                       17

                                                                     Exhibit 5.1

                                 Law Offices of
                                Daniel C. Masters
                   4490 Philbrook Square, San Diego, CA 92130
                    Tel: (858)523-1177 *** Fax: (858)523-1102
                            Email: masters@lawyer.com


December 29,  2006

U.S. Securities and Exchange Commission
450 Fifth Avenue, NW
Washington, DC 20549

Re:  Registration  Statement on Form SB-2 Under the  Securities Act of 1933 (the
     "Registration Statement"),  of Madrona Ventures, Inc., a Nevada Corporation
     (the Company)

Gentlemen:

I have acted as special  counsel  for the  Company  for the  limited  purpose of
rendering  this opinion in  connection  with the  registration  (pursuant to the
Registration  Statement) of 1,525,000 shares (the "Shares") of the common stock,
par value  $0.001  per share of the  Company.  I was not  engaged  to prepare or
review,  and I have not  prepared or reviewed,  any portion of the  Registration
Statement. I express no opinion as to the accuracy or adequacy of the disclosure
contained   in  the   Registration   Statement,   and  I  hereby   disclaim  any
responsibility for the content of the Registration Statement.

In my capacity as special counsel to the Company, I have examined originals,  or
copies certified or otherwise  identified to my  satisfaction,  of the following
documents:

     1.   Certificate of Incorporation of the Company, as amended
 to date;

     2.   By-Laws of the Company, as amended to date;

     3.   The records of corporate  proceedings  relating to the issuance of the
          Shares, and;

     4.   Such other instruments and documents as I have believed  necessary for
          the purpose of rendering the following opinion.

     5.   In such examinations, I have assumed the authenticity and completeness
          of  all  documents,  certificates  and  records  submitted  to  me  as
          originals,   the  conformity  to  the  original   instruments  of  all
          documents, certificated and records submitted to me as copies, and the
          authenticity and completeness of the originals of such instruments.

<PAGE>
Based on the foregoing, and having due regard for such legal considerations as I
believe relevant, I am of the opinion that, under applicable law of the State of
Nevada  (including  statutory,  regulatory  and case law),  the Shares were duly
authorized  by all  necessary  corporate  action  on the  part  of the  Company,
currently  validly  issued  fully-paid  and  nonassesable  when  sold  after the
effectiveness of the Registration Statement.

I hereby  consent to the filing of this  opinion  with the U.S.  Securities  and
Exchange Commission as Exhibit 5.1 to the Registration Statement.

Very truly yours,

Daniel C. Masters, Attorney at Law


/s/ Daniel C. Masters
----------------------------------
Daniel C. Masters

                                                                    Exhibit 23.2

              [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP]



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the use in this Registration  Statement on Form SB-2 of our report
dated October 11, 2006 relating to the financial  statements of Madrona Ventures
Inc.  appearing in the Prospectus which is part of this  Registration  Statement
and to the reference to our firm under the caption "Experts" in such Prospectus.


                                                                        /s/ DMCL
                                           -------------------------------------
                                           Dale Matheson Carr-Hilton LaBonte LLP
                                                           Chartered Accountants
Vancouver, Canada
December 27, 2006



                                                                    Exhibit 23.3


                             ANDRE M. PAUWELS P.GEO

                              CONSULTING GEOLOGIST


                                December 24, 2006


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth St. N.W.
Washington  DC  20549

Letter of consent

Re: MADRONA VENTURES INC.  - Form SB-2 Registration Statement

Dear Sirs:

I hereby  consent to the  inclusion or  incorporation  by reference in this Form
SB-2 Registration Statement of the following report authored by me:

     *    EVALUATION  REPORT - TELLURIC  GOLD  PROPERTY - Tenure No's:  518818 ,
          518828, British Columbia,  Canada - for MADRONA VENTURES INC. by Andre
          M. Pauwels, P.Geo - dated: May 11, 2006.

In  addition,  I also  consent to the  reference  to myself  included  under the
heading "Experts" in this Registration Statement.

                                   Sincerely,

                                   /s/ Andre M Pauwels
                                   ------------------------------
                                   Andre M Pauwels P.Geo



                   Phone: 604 240 8560 * andrepauwels@shaw.ca
               4900 Mariposa COURT * Richmond BC CANADA * V7C 2J9



                                                                    Exhibit 99.1


                                EVALUATION REPORT

                             TELLURIC GOLD PROPERTY

                          Tenure No's: 518818 , 518828

                             British Columbia Canada

                              Latitude: 50(0) 09' N
                             Longitude: 120(0) 43' W
                                   NTS: 92 P 2

                                       For

                              MADRONA VENTURES INC.

                                       By

                             Andre M. Pauwels, P.Geo

                                  May 11, 2006

<PAGE>
1 TABLE OF CONTENTS


1 Table of Contents............................................................1
2.0  Summary...................................................................2
3.0  Introduction and Terms of Reference.......................................2
4.0  Property Description and Location.........................................2
5.0  Accessibility, Climate, Local Resources, Infrastructure and Physiography..3
6.0  Property History..........................................................6
7.0  Regional and Area Geology.................................................6
8.0  Interpretation and Conclusions............................................8
9.0  References and Literature................................................10
CERTIFICATE OF QUALIFICATIONS.................................................12

FIGURES

1    Location..................................................................3
2    Access Roads..............................................................4
3    Area Geology..............................................................7
4    Proposed Bark Sampling Grids.............................................10

TABLES

1    Claims....................................................................3
2    Budget....................................................................9

                                       1

<PAGE>
2.0 SUMMARY

The Telluric and Moon Gold  showings  claim occur in a well  accessible  part of
southern British  Columbia,  Canada.  The Telluric showing dates from the 1930's
when a shaft and 40 m long  underground  drift were driven along a 1m wide shear
zone with gold  bearing  quartz.  The Moon  showing is located 2km to the south.
Prospecting in the past was unsuccessful to extend the vein/shear  system beyond
the 150 meter strike  length  indicated on surface,  mainly  because most of the
area is covered with a thin mantle
 of glacial overburden. Attempts in 1987-89 to
trace the zone with magnetics and VLF-EM techniques were  unsuccessful;  however
no geochemical exploration techniques appear to have been applied in the past.

It is concluded that the claim is prospective for gold mineralization  hosted in
quartz  veins.  It is  recommended  to  explore  the  immediate  area of the two
showings with systematic  bark sampling,  a technique that has the capability to
detect  mineralization  through thin  glacial  overburden.  If results  warrant,
sampling is to be followed by a program of trenching.

Cost of sampling  the  Telluric  showing is  estimated at US $ 7,000 and at US $
5,500 for the Moon  showing.  If high gold is found in bark,  then a campaign of
trenching is recommended. The cost of trenching is estimated at US $17,000.

3.0 INTRODUCTION AND TERMS OF REFERENCE

The  author,  a  registered  member  of  the  British  Columbia  Association  of
Professional  Engineers and  Geoscientists  and independent of MADRONA  VENTURES
INC. was retained by the MADRONA VENTURES INC. to study all documentation of the
TELLURIC  Gold  Prospect  in  South  Central  British  Columbia,  Canada  and to
recommend an exploration program if warranted. The author examined all available
documentation  about the  property  and  recommends  a multi  stage  exploration
program to realize the potential of the property.

4.0 PROPERTY DESCRIPTION AND LOCATION

The Telluric Gold Prospect is located in South Central British Columbia, Canada,
60 km north-northwest of the City of Kamloops on NTS Sheet 92P (Latitude:  51(0)
39' 12"N and Longitude:  122(0) 33' 10" W). The property consists of two Mineral

                                       2

<PAGE>
Cell Title  Submissions  (MCX)  recorded as Mineral Claims on September 27, 2005
with Tenure record ID No 518818 and 5188828.  The claims contain 40 cells with a
total surface area of 993.17 Hectares  (1099.22 acres).  The claim and cells are
listed in Table 1 below and their  location  illustrated  on  figures 1, 2 and 3
below.


<TABLE>
<CAPTION>
                                                 Registered      Map                           Area
Tenure Number  Tenure Type     Claim name           Owner       Number      Good to Date        Ha
-------------  -----------     ----------           -----       ------      ------------        --
<S>            <C>            <C>                 <C>           <C>        <C>                <C>
   518818        Mineral        GREENGOLD        A. Pauwels       92P       2006 AUG 08       506.85
   518828        Mineral         ENERGY1         A. Pauwels       92P       2006 AUG 08       486.32
</TABLE>


Since  January  2005 all mineral  claims in British  Columbia are acquired by an
internet  based map staking  system,  so location and title is secure and easily
verifiable.  The author verified  titles at the website of the British  Columbia
Ministry  of Energy  and Mines  (http://www.mtonline.gov.bc.ca/).  The claim was
staked by A. Pauwels on behalf of J. Lunshof on September 6, 2005.  On March 15,
2006 Andre Pauwels,  through a bill of sale,  transferred  his 100 % interest in
the  claims  to J.  Lunshof.  On May 1,  2006,  J.  Lunshof  in turn sold a 100%
interest in the mineral  claim to MADRONA  VENTURES  INC. All of the area of the
mineral claims is unencumbered Crown Land.

The claims are in good standing  until August 8, 2006. To keep the claim in good
standing,  assessment work,  acceptable to the Minister of Energy and Mines, has
to be performed  before August 8, 2006 The requirement is $4.00 per hectare year
for each of the first 3 years after  September  2006 and $8 per hectare per year
post September 2009.  Assessment work has to be completed by a qualified  person
and registered  before the expiry date of the claim. Cash can be paid in lieu of
assessment  work. In addition to the  assessment  work or cash in lieu, a yearly
fee of $0.40 per hectare  per year is  required.  Total  costs to  maintain  the
claims until August 8, 2007 are $4,469.95.

5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY


The   property  is  situated  in  South   Central   British   Columbia;   60  km
north-northwest  of the City of Williams  Lake (see figures 1 and 2 below).  The
property can be reached by road from Kamloops by following  paved Highway 1 west
to 8 km west of the  Community  of  Savona  and then  north  for 48 km along the
Deadman  River road to the Vidette  Lake  Resort.  One km past the Vidette  Lake
Resort,  a ranch road branching  north,  gives access to the B.C. Forest Service
3300  logging  road.  The  property  itself is along the 3800 road,  a southerly
branch of the 3300 road.  Total driving distance from the Vidette Lake resort is
17.5 km.

                                       3

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



                    [MAP SHOWING THE TELLURIC GOLD LOCATION]





The property is situated on the Fraser plateau,  an area with gentle relief, but
incised by the Deadman River.  Elevations on the property vary from 1180 to 1380
m above sea level.  Vegetation  consists  mainly of lodge pole pine and  douglas

                                       4

<PAGE>
fir.  The  climate is  characterised  by hot and dry summers and cold but wetter
winters.  Most  precipitation  falls in the form of snow during the  wintertime.
Snow cover prevails from mid November until mid April.



              [MAP SHOWING THE TELLURIC GOLD PROJECT ACCESS ROADS]




                                       5

<PAGE>
6.0 PROPERTY HISTORY

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

In 1987-89 the Telluric  property was owned by M. Dickens and  exploration  work
consisted of prospecting  (Dickens 1987) and a small VLF-EM and ground  magnetic
survey (Leishman 1989).  Prospecting  indicated that the area to the east of the
shaft has some outcrop of mafic volcanic with indications of the vein/shear zone
in old  trenches.  However  no  outcrop  was found  along the  possible  western
extension  of the  vein/shearzone.  The  VLF/magnetic  survey was centred on the
shaft but no conductivity or magnetic  signature was found to be associated with
the shear zone.

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

7.0 REGIONAL AND AREA GEOLOGY

The main geological  information for the area is mapping on a 1/250,000 scale by
the Geological  Survey of Canada  (Campbell  1971).  These  geological  data are
reproduced,  in slightly  mdified form, on the BC Geological  survey's  website:
(http://www.em.gov.bc.ca/Mining/Geolsurv/MapPlace/)  and it is those  data  that
are illustrated on figure 3 below.

The  property is situated in the  intermontane  morpho-geological  belt of South
Central  British  Columbia.  In general  this belt,  that runs  parallel  to the
general  north-westerly  trend of the  Cordillera  through  the whole  length of
British  Columbia,  is composed of volcanic and sedimentary  rock ranging in age
from  Devonian  to Recent  and has early  Mesozoic  to early  Tertiary  granitic
intrusions.  Locally the oldest rocks are basaltic  and  andesitic  rocks of the

                                       6

<PAGE>
Upper Triassic  Nicola Group intruded by  granodiorites  of Triassic or Jurassic
age and  belonging  to the  Thuya  Batholith.  These  Mesozoic  rocks  occur  as
erosional  windows in a  regionally  persistent  cover of  Miocene  to  Pliocene
continental Basalt flows



                    [MAP SHOWING TELLURIC GOLD AREA GEOLOGY]



and coarse  continental  sediments  of the  Chilcotin  Group.  The area has been
subject  to  glaciation  and  glacial  till  mantles  most  of  the  older  rock
formations.

                                       7

<PAGE>
No  detailed  geological  work  has  been  done  in the  area  apart  from  some
prospecting  in the  immediate  vicinity of the Telluric  gold showing  (Dickens
1987) and the description, dating from 1936, of a short drift and some test pits
on the Telluric showing. At Telluric gold is found in a narrow quartz veins that
occur within a 1 m wide shear zone in mafic volcanic rock that are attributed to
the Upper Triassic Nicola Group.  The workings consist of a 15 m deep shaft that
gives access to a 7 m crosscut and a 40.2 meter long drift  developed  along the
shear  zone and vein.  The shear zone and vein are  reported  to strike 65 to 70
degrees  northeast  and dip steeply to the  northeast.  The best value  reported
underground  in 1936 in  quartz  was 0.3  oz/t Au over 8  inches.  Surface  pits
indicate  that  the  shear  zone  appears  to be  continuous  over  150 m to the
east-southeast of the Telluric shaft.  Assays reported in 1936 from surface pits
were 0.2 oz/t over 18 inches  and 0.1 oz/t Au over 18 inches.  Small  amounts of
sphalerite, chalcopyrite and tretrahedrite were also reported.

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

8.0 INTERPRETATION AND CONCLUSIONS

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

It is  concluded  that the  claims  are  prospective  for gold in quartz  veins.
Exploration in the past has been hampered by the almost complete coverage of the
area by glacial  drift and by the lack of  geophysical  expression  of the known
gold mineralization. It is proposed to explore the area of the Telluric and Moon
showings  with  geochemical  methods.  It  is  recommended  to do  detailed  and
systematic  bark  sampling in the area of the  Telluric and Moon  showings  (see
figure 4 below).  Biogeochemical  sampling  has some  potential  to  negate  the
effects of the glacial cover especially if the cover does not exceed more than a
few meters. Specifically it is recommended to:

     1.   Establish a grid over a 1000 by 500 m area and centred on the Telluric
          Shaft.  Lines  should be oriented  N25E across the strike of the known
          Telluric vein, extend 250m to the NE and 250m to the southwest.  Trees

                                       8

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

                                 TABLE 2 BUDGETS

1  SAMPLING TELLURIC                                             $         US $
Travel                    2 man days                            600
Bark sampling             Technician 3 days                     600
Establishing Grid         Geologist 1 day/technician 1 day      600
Analysis                  150 samples @ $25 each               3750
Sample transport                                                100
Food Lodging              5 man-days $75 per day                375
Truck rental/gas                                                400
Report/drafting                                                1500
                                                       TOTAL   7925        6952
2 SAMPLING MOON
Travel                    2 man days                            600
Bark sampling             Technician 1 days                     200
Establishing Grid         Geologist 1 day/technician 1 day      600
Analysis                  60samples @ $25 each                 3750
Sample transport                                                 50
Food Lodging              3 man-days $75/day                    225
Truck rental/gas                                                250
Report/drafting                                                 500
                                                       TOTAL   6175        5417
3  TRENCHING
Backhoe rental            5 days @ 600/day                     3000
Permitting                                                     4000
Mobe /Demobe                                                   3000
Supervision sampling      Geologist  5 days                    2500

                                       22

<PAGE>
Travel                    Geologist  2 days                    1000
Food and Lodging          5 days @ $75/day                      375
Truck rental /gas         7 days                                500
Report and drafting                                            1500
Analysis                                                       1500
Contingency                                                    2000
                                                       TOTAL  19375       16996
                                                                          29365

                                       9

<PAGE>
        [MAP SHOWING THE TELLURIC GOLD PROPERTY CLAIMS-ROADS-TOPOGRAPHY]






9.0 REFERENCES AND LITERATURE

1936  Stevenson, John S.                    Annual Report of the Minister of
                                            Mines (British Columbia) for 1936-
                                            Part F TELLURIC CAMP(Report 24),
                                            MOON GROUP (Report. 25)

                                       10

<PAGE>
1971  Campbell R. B., Tipper H. W.          Geology of Bonaparte Lake, British
                                            Columbia Map area, Geological Survey
                                            of Canada - Mem. 363  Map 1278A

1987  Dickens M.                            Prospecting report for the TUL#1-4
                                            Claims.  Assessment Report No16207

1989  Leishmann, D.                         Geophysical report on the Tuleric
                                            Claim for M. Dickens - Assessment
                                            report 19501

2006  http://www.em.gov.bc.ca/Mining/G      Regional/Geological map/Regional
      eolsurv/MapPlace/                     Geochemical data

2006  http://www.mtonline.gov.bc.ca/        Mineral tenure maps and Title
                                            information

2006  MINFILE                               TELLURIC, CURTIS   Min File No 92P
                                            089 at http://www.em.gov.bc.ca/
                                            Mining/Geolsurv/Minfile

2006 MINFILE                                MOON  Min File No 92P 092 at
                                            http://www.em.gov.bc.ca/Mining/
                                            Geolsurv/Minfile

Signed May11, 2006



-----------------------------
Andre M Pauwels, P. Geo

                                       11

<PAGE>
                          CERTIFICATE OF QUALIFICATIONS

                             ANDRE M. PAUWELS P.GEO
                              CONSULTING GEOLOGIST
                  4900 MARIPOSA COURT RICHMOND BC 604 240 8560


I,  Andre M.  Pauwels, P. Geo., do hereby  certify that:

     1.   I am a  Consulting  Geologist  and have an office at my  residence  at
          4900,  Mariposa Court in Richmond B.C., V7C 2J9, Canada and serve as a
          director of Dundarave  Resources  Inc. and Gold World  Resources  Inc.
          Both companies are listed on the TSX Venture Exchange and unrelated to
          MADRONA VENTURES INC.

     2.   I graduated in 1970, from the State University of Ghent,  Belgium with
          a B.Sc. Science, Geology.

     3.   I am  a  Professional  Geoscientist,  member  of  the  Association  of
          Professional   Engineers  and   Geoscientist   of  British   Columbia,
          registration number 20157, and in good standing since 1993

     4.   I have practised Mineral Exploration continuously since September 1970
          as a staff geologist for Union Miniere Explorations,  Canada from 1970
          to 1980, as a Senior  Geologist for Bethlehem Copper Corp. in 1981 and
          as a Senior Geologist, later Exploration Manager, for Cominco Ltd from
          1981 to 2001. I acquired  experience in exploring for porphyry copper,
          gold,  lead-zinc,  uranium  and  diamond  deposits  and  practiced  my
          profession in Canada, USA, Chile,  Argentina,  Peru, Ecuador,  Guyana,
          Suriname,  Brazil, Thailand,  Morocco, Saudi Arabia, Iran, Vanuatu and
          Indonesia.

     5.   I am responsible for the preparation of all sections of the Evaluation
          Report entitled "Evaluation Report - Telluric Gold Property" and dated
          May 11, 2006 relating to the Telluric Gold Prospect.

     6.   I have had no prior  involvement  with the Telluric Gold Prospect that
          is the subject of the Report.

     7.   I am not aware of any material fact or material  change,  with respect
          to the subject  matter of the Report,  which is not  reflected  in the
          report,  and of which the omission to disclose  would make this Report
          misleading.

     8.   I am independent of MADRONA VENTURES INC.

     9.   I consent  to the filing of this  Report  with any stock  exchange  or
          other regulatory  authority and any publication by them for regulatory
          purposes,  including electronic publication in public company files on
          their websites accessible by the public, of the Report.

Dated this 11nd day of May, 2006





---------------------------
Andre M. Pauwels, P. Geo

                                       12