Mail Stop 6010
January 20, 2006
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. 3 to Registration Statement on Form SB-2
Filed January 3, 2006
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 Financial Information, page 6
1. The amount presented here as total assets does not reconcile to
the total assets shown on the September 30, 2005 balance sheet on
page 33. Please revise.
Plan of Operations, page 20
2. We note your disclosure in the second paragraph that you "plan
to
commence the phase one exploration program on the Chip claims in
the
spring of 2005" and that "the program should take approximately up
to
a one month to complete." Given your disclosure in the last
sentence
of the prior paragraph that "[t]o date, we have not commenced
exploration of the Chip claims," please update your disclosure
with
respect to your progress and ensure that you provided consistent
disclosure throughout your prospectus in this regard.
Report of the Independent Registered Public Accounting Firm, page
24
3. It appears that in this Form SB-2/A, you have switched the
placement of the report of your independent registered public
accounting firm and the consent of your independent registered
public
accounting firm. Please note that the report of the independent
registered public accounting firm should be presented immediately
prior to the audited financial statements and not as an exhibit to
the Form SB-2/A. The consent of the independent registered public
accounting firm should be presented as an exhibit to the Form SB-
2/A.
Please revise your filing to correct the placement of these
reports.
4. Please note that the audited periods presented in the filing
will
be modified as a result of our comment below. As appropriate,
please
revise the audit report to ensure that it covers each period for
which audited financial statements are required.
Financial Statements, page 25
5. Please refer to prior comment 9. We note in the prior Form SB-
2
and from your disclosure on page 6 that your fiscal year ends on
March 31. However, in this amendment, you presented audited
financial statements for the period from inception through June
30,
2005, with no separate audited financial statements being
presented
for your fiscal year-end, March 31, 2005. We continue to request
that you revise your financial statements and audit report thereon
to
include all financial statements required by Items 310(a) and
310(b)
of Regulation S-B. In addition, please note that any financial
statements covered by an audit report should not include the term
"unaudited" on the statement. This should only be included in
statements that have not been audited by your independent
registered
public accounting firm.
Statement of Cash Flows, page 27
6. The cumulative amounts reported for the period from February
23,
2005 (date of inception) through June 30, 2005 for cash used in
operating activities does not foot. Please revise the statement
as
appropriate.
Note 3. Mineral Property, page 31
7. We note your response to prior comment 14. You state that you
made the $2,500 payment on March 29, 2005. In Note 3, you state
that
the agreement to acquire the mineral rights was on April 5, 2005.
Based on your previous filings, it appears that you have recorded
the
full effect of the mineral property rights acquisition as of March
31, 2005. Please tell us why you believe it is appropriate to
record
the full transaction as of March 31, 2005 when the agreement to
acquire the mineral property rights was not entered into until
April
5, 2005.
Unaudited Financial Statements as of September 30, 2005
Statement of Cash Flows, page 35
8. Please refer to prior comment 11. It does not appear that you
have fully addressed our prior comment. We note that you have
made
the appropriate changes to your June 30, 2005 financial
statements;
however, it does not appear that you have addressed this comment
as
it relates to the cumulative amounts for the period from February
23,
2005 (date of inception) through September 30, 2005. Please
revise
to address our previous comment.
Note 2 - Significant Accounting Policies, page 37
Mineral Property Costs, page 38
9. Please refer to prior comment 12. It does not appear that you
have fully addressed our prior comment. We note that you have
made
the appropriate changes to the footnotes to the June 30, 2005
financial statements, however, it does not appear that you have
revised your disclosure in the September 30, 2005 unaudited
financial
statements. Please revise to address our previous comment.
Note 3 - Mineral Property, page 39
10. Please refer to prior comments 13 and 15. It does not appear
that you have fully addressed our prior comment. We note that you
have made revisions to the footnotes to the June 30, 2005
financial
statements, however, it does not appear that you have revised your
disclosure in the September 30, 2005 unaudited financial
statements.
Please revise to address our previous comment.
Exhibit 5.1 - Legality Opinion
11. We note your response to comment 16 in your letter dated
December
30, 2005. Please file the opinion with the requested consent as
an
exhibit to your next amendment.
* * *
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,
Russell Mancuso
Branch Chief
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Steven Cozine
Zandaria Ventures Inc.
January 20, 2006
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