Mail Stop 6010
November 4, 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. 2 to Registration Statement on Form SB-2
Filed October 21, 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.
Summary, page 5
1. Please indicate in your "Summary" section whether you will need
to
raise funds within the next twelve months in order to continue
your
operations.
Certain Relationships and Related Transactions, page 13
2. Please disclose whether Mr. Cozine repaid the amount advanced
to
him on the date due.
Description of Business, page 15
3. We note your response to comment 13 in your letter dated
October
21, 2005. Please include disclosure in your prospectus which
indicates why Mr. Cozine holds the claims in trust for the
company.
Also, disclose whether this is a common procedure and the reasons
for
such procedure. Describe any materials risks from this
arrangement
in your "Risk Factors" section or provide us with your analysis as
to
why you believe no material risks are presented by this
arrangement.
Geology Report, page 18
4. Please clarify your disclosure that previous gold, silver and
copper was found on the property to indicate which of these
minerals
were found and whether these findings were economic reserves or
trace
amounts of those minerals. Please reconcile your disclosure here
with your disclosure on page 7 that "[t]he Chip claims do not
contain any known bodies of mineralization."
Plan of Operations, page 20
5. We note your response to comment 18 in your letter dated
October
21, 2005. Please add appropriate risk factor disclosure regarding
the dilution your investors may face if you conduct future equity
offerings.
Results of Operations for the period from inception through June
30,
2005, page 21
6. We note that you have restated your financial statements to
reflect the property acquisition costs as an asset based on prior
comments 25 and 26 and in accordance with EITF 04-02. Please
revise
your discussion of the results of operations on page 21 to remove
the
reference to $2,500 of property acquisition costs in your
discussion
of your operating expenses.
Report of Independent Registered Public Accounting Firm
7. Please refer to prior comments 22, 23 and 24. We note that the
audit report included in Amendment 2 to the Form SB-2 does not
include the changes specified in your responses. Please revise
the
filing to address the following:
* Please have your auditor revise its report to identify the
statement of stockholders` equity as having been audited.
* Please also have your auditor revise its report to specifically
identify the period for which the statements of operations,
stockholders` equity and cash flows are covered by the report.
Include specific disclosure of the date of inception.
* Please have your auditor tell us why its report did not include
an
explanatory paragraph regarding your ability to continue as a
going
concern in light of disclosures throughout the filing that your
auditor has raised doubt about your ability to continue as a going
concern.
8. In addition, have your auditor tell us what consideration it
has
given to revising the audit report date in light of the
restatement
of the financial statements to properly account for the mineral
property costs. Refer to AICPA Auditing Standards Section
561.06.a.
Financial Statements
9. We note that in Amendment 2 to the Form SB-2 you have removed
your
March 31, 2005 audited financial statements. Please revise the
filing to include your audited financial statements as of March
31,
2005 as required by Item 310(a) of Regulation S-B. Please note
that
your revised filing should also continue to include unaudited
interim
financial statements as of a date within 135 days of the filing of
your amendment as required by Item 310(b) of Regulation S-B.
10. We note that you restated your March 31, 2005 financial
statements to capitalize mineral property costs in accordance with
EITF 04-02. To the extent you restate previously issued financial
statements, you should revise the filing to label the financial
statements as restated as appropriate and also to include a
footnote
in the financial statements that discusses the restatement and
provides the disclosures required by paragraph 37 of APB 20.
Please
revise the filing to comply.
Statement of Cash Flows
11. Please refer to prior comment 26. We note that you reflect
the
full amount of the mineral claim as a tangible asset on the
balance
sheet as of June 30, 2005 with a corresponding liability for the
remaining amount to be paid. In your statement of cash flows, you
show cumulative cash used for investing activities of $20,000 for
the
acquisition of mineral property. However, to date you have only
paid
$2,500. We believe the remaining $17,500 should be disclosed as a
non-cash investing activity. As such, please revise your
statement
of cash flows to remove the effects of the $17,500 from the
operating
cash flows section and also from the investing cash flows section.
Please insert a supplemental disclosure of non-cash investing and
financing activities relating to the $17,500 of unpaid amounts
relating to the mineral property asset right. Refer to paragraph
32
of SFAS 95.
Note 2 - Significant Accounting Policies
Mineral Property Costs
12. Please revise this note to disclose the proper accounting
policy
for the mineral property costs. It appears that you have not
updated
this disclosure for the change in accounting resulting from prior
comment 25.
Note 3 - Mineral Property
13. We note your response to comment 27 in your letter dated
October
21, 2005. Your disclosure in Note 3, however, continues to
disagree
with the date of the agreement (April 5, 2005) filed as an exhibit
to
your registration statement. Please reconcile.
14. We note from your disclosures on page 16 that the initial
payment
of $2,500 was made on April 15, 2005, subsequent to your fiscal
year
end. However, we note from your audited financial statements as
previously filed that you reflected the $2,500 in your March 31,
2005
financial statements. Please tell us why you believe it is
appropriate to record this transaction as of March 31, 2005.
Alternatively, revise your March 31, 2005 financial statements to
remove the effects of the acquisition of the mineral property
rights.
15. Please revise this note to clarify for the reader that a
liability of $17,500 relating to this mineral property purchase is
included in accounts payable and accrued liabilities as of June
30,
2005.
Exhibit 5.1 - Legality Opinion
16. We note your response to comment 30 in your letter dated
October
21, 2005, but counsel has not properly consented to being named in
the prospectus. Please file an opinion that obtains such consent.
* * *
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 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 David 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.
November 4, 2005
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