Mail Stop 6010
September 8, 2005
Steven Cozine
Director and Chief Executive Officer
Zandaria Ventures Inc.
535 Thurlow Street, Suite 600
Vancouver, British Columbia
Canada V6E 3C2
Re: Zandaria Ventures Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed August 12, 2005
File No. 333-127389
Dear Mr. Cozine:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Fee Table
1. Provide references to the specific provisions of Rule 457 on
which
you rely.
Table of Contents, page 4
2. We note that the "Risk Factors" section of your table of
contents
does not track the actual risk factors included in your
prospectus.
For example, you have not included a risk factor indicating that
your
auditor has raised doubt about your ability to continue as a going
concern. If your auditor has raised such a doubt, please revise
your
risk factors to describe the material risks of your ability to
continue as a going concern. Also include a reference to your
auditor`s doubts or conclusions in the "Summary" section of your
prospectus and indicate whether you will need to raise funds
within
the next twelve months in order to continue your operations.
Summary, page 5
3. We note your use of industry terms such as "economic reserves,"
"economic mineralization," and "economic mineral deposit." Please
revise your disclosure so that the meaning of these terms can be
understood by investors who are not familiar with your industry.
4. We note that your prospectus summary indicates that your
objective
is to conduct mineral exploration activities for gold, silver and
copper whereas other sections of your prospectus refer only to
gold.
Please revise your prospectus so that your disclosure in this
regard
is consistent throughout your prospectus.
Risk Factors, page 6
5. Add a risk factor that addresses, if true, that your property
has
not been examined in the field by a professional geologist or
mining
engineer, detail the risks to investors.
6. Add a risk to address the fact that you have no employees.
Selling Securityholders, page 8
7. For each of the three private placements, disclose the per
share
price.
8. Correct the selling price for the shares in the last paragraph.
Directors, Executive Officers, Promoters and Control Persons, page
20
9. Relocate the "Certain Relationships and Related Transactions"
disclosure to this section which covers related information.
Expand
the "Certain Relationships and Related Transactions" disclosure to
describe the sale of $2,500,000 shares to Mr. Cozine for $2,500
and
the outstanding cash advance made to him.
Interests of Named Experts and Counsel, page 15
10. We note your reference to the financial statements audited by
Cinnamon Jang Willoughby & Company, Chartered Accountants and your
reference to them as experts. However, we do not see where your
auditors have provided consent to use its report on the financial
statements or to the reference to them as experts. Please revise
to
include the consent from your independent registered accounting
firm
as an exhibit to the SB-2.
Description of Business, page 15
11. For your property, provide the disclosures required by
Industry
Guide 7 (b). In particular, provide:
* Any conditions that you must meet in order to obtain or retain
title to the property.
* The source of power that can be utilized at the property.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
12. Insert a small-scale map clearly showing the location and
access
to your property with an index map showing where the property is
situated in relationship to a political boundary (i.e., the state
or
province, etc., in which it was located). Note that SEC`s EDGAR
program now accepts digital maps, so please include these in any
future amendments that are uploaded to EDGAR. It is relatively
easy
to include automatic links at the appropriate locations within the
document to GIF or JPEG files, which will allow the figures and/or
diagrams to appear in the right location when the document is
viewed
on the Internet. For more information, please consult the EDGAR
manual, and if you need addition assistance, please call Filer
Support at 202-942-8900. Otherwise, provide the map to the staff
for
our review.
13. Please indicate why Mr. Cozine holds the claims in trust for
the
company. Indicate whether this is a common procedure and the
reasons
for such procedure. Describe any materials risks from this
arrangement in your "Risk Factors" section.
14. Explain in the Summary and/or Risk Factors that you have paid
$2,500 toward the mineral claims purchase and still owe $17,500 to
complete the acquisition.
15. Disclose the nature of your ownership or interest in the
property. For example, if another party is the fee simple owner
of
the real property underlying the mineral claims, identify them and
explain what rights they have to the property. If you do not have
fee simple ownership of the property underlying the mineral
claims,
please describe any material risks from the ownership structure in
your "Risk Factors" section. Disclose any other underlying
agreements or interests in the property.
Geology Report, page 18
16. Disclose a brief geological justification written in non-
technical language for Mr. Nicholson`s recommendation that you
conduct an initial exploration program.
17. Please confirm whether the geology report described here is
the
one that Mr. Simpson was required to furnish pursuant to the
mineral
claims sale.
Plan of Operations, page 20
18. We note that your total expenditures over the next 12 months
are
expected to be approximately $57,600 and that as of March 31, 2005
you had $15,280 in cash. As such, please indicate how long you
will
be able to satisfy your cash requirements, state that you will
have
to raise additional funds within the next twelve months in order
to
effect your plan of operations, and describe your plans to do so.
Refer to Item 303(a)(1)(i) of Regulation S-B.
Results of Operations for the period from inception through March
31,
2005, page 21
19. Revise the filing to provide disclosures regarding off-balance
sheet arrangements as required by Item 303(c) of Regulation S-B.
Financial Statements
20. Please update the financial statements as required by Item
310(a)
of Regulation S-B. As such, you should amend your filing to
provide
an audited balance sheet as of a date within 135 days and
corresponding audited statements of income, cash flows and changes
in
stockholders` equity. Please also update the financial statements
as
appropriate to comply with Item 310(g) of Regulation S-B.
21. Please revise the financial statements to remove the caption
"unaudited."
Report of Independent Registered Public Accounting Firm
22. Please have your auditor revise its report to identify the
statement of stockholders` equity as having been audited. Refer
to
Rule 2-02(a) of Regulation S-X.
23. Please have your auditor revise its report on the financial
statements to specifically identify the period for which the
statements of loss and deficit, stockholders` equity and cash
flows
are covered by this report. The report should specifically state
the
date of inception.
24. In Note 1, you state that the financial statements have been
prepared on a going concern basis. In addition, your disclosures
here and throughout the filing raise doubt as to your ability to
continue as a going concern. Have your auditor tell us why it did
not include an explanatory paragraph regarding the going concern.
Please refer to AU Section 341. Have your auditor revise its
report
as appropriate.
Note 2 - Summary of Significant Accounting Policies
Mineral Property Costs
25. You state that costs of lease, acquisition, exploration,
carrying
and retaining unproven mineral properties are expensed as
incurred.
Paragraph 9 of EITF 04-02 states that mineral rights are tangible
assets and should be accounted for and reported as a separate
component of property, plant and equipment. Please revise your
filing to comply with EITF 04-02.
26. Further, we note your disclosure in Note 3 that you acquired a
100% interest in the three mineral claims for $20,000, of which
$2,500 has been paid and the remaining $17,500 is due before April
5,
2006. We note you have only recorded the initial $2,500 payment
in
your financial statements. Tell us the basis for your conclusion
that the additional $17,500 due in 2006 did not require any entry
in
the financial statements or revise the filing to reflect the full
amount of the mineral claim as tangible assets with a
corresponding
liability for the remaining amount to be paid. Please also revise
the filing to disclose any contingencies associated with the
payment
of the final $17,500.
Note 3 - Mineral Property
27. We note the date of the mineral property purchase and sale
agreement here is "March 29 25, 2005" (sic), but the date of the
agreement filed as an exhibit is April 5, 2005. Please reconcile.
Exhibit 5.1 - Legality Opinion
28. We will accept an opinion of counsel on a jurisdiction in
which
counsel is not admitted to practice so long as the opinion is not
qualified as to jurisdiction, therefore, please delete the first
sentence of the second to last paragraph of the opinion so that
the
opinion does not appear to be qualified as to jurisdiction.
29. Given the limitation in the last paragraph, that the opinion
is
"as of the date hereof," please file a signed legal opinion which
does not contain this limitation or which is dated as of the date
you
intend the registration statement to go effective.
30. Counsel should also consent to being named in the prospectus.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Dave Burton at (202) 551-3626, or Kevin
Vaughn
at (202) 551-3643, if you have questions regarding our comments on
the financial statements and related matters. Please contact Tim
Buchmiller at (202) 551-3635 or me at (202) 551-3800 with
questions
regarding our comments on any other part of your filing.
Sincerely,
Peggy A. Fisher
Assistant Director
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Steven Cozine
Zandaria Ventures Inc.
September 8, 2005
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