Mail Stop 6010
March 24, 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. 4 to Registration Statement on Form SB-2
Filed March 17, 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.
Selling Securityholders, page 9
1. Please revise clause 2 of your first paragraph to indicate, if
true, that the 4,000,000 shares of your common stock were acquired
from you at a price of $0.0025 per share.
Plan of Operations, page 20
2. We note your disclosure in the fifth paragraph that you "have
enough funds to cover the estimated cost of the phase one
exploration
program." However, we note that the estimated costs of the phase
one
exploration program exceed your cash position as of December 31,
2005. Please update your disclosure with respect to your plan of
operations given your current cash position and ensure that you
provide consistent disclosure throughout your prospectus in this
regard.
Financial Statements
3. We note your responses to prior comment 5. However, your
filing
continues to lack all required financial statements. Please
revise
the filing to include all of the following:
a. Audited balance sheet as of March 31, 2005 with accompanying
footnotes
b. Audited statement of operations, statement of cash flows and
statement of stockholders` equity for the period from February 23,
2005 (date of inception) through March 31, 2005
c. Audited balance sheet as of June 30, 2005 with accompanying
footnotes
d. Audited statement of operations, statement of cash flows and
statement of stockholders` equity for the period from April 1,
2005
through June 30, 2005
e. Audited statement of operations, statement of cash flows and
statement of stockholders` equity for the period from February 23,
2005 (date of inception) through June 30, 2005
f. Unaudited balance sheet as of December 31, 2005 with
accompanying
footnotes
g. Unaudited statement of operations, statement of cash flows and
statement of stockholders` equity for the period from October 1,
2005
through December 31, 2005
h. Unaudited statement of operations, statement of cash flows and
statement of stockholders` equity for the period from April 1,
2005
through December 31, 2005
i. Unaudited statement of operations, statement of cash flows and
statement of stockholders` equity for the period from February 23,
2005 (date of inception) through December 31, 2005
In this regard, please refer to Item 310(g) of Regulation S-B. If
the required financial statements are as of a date 135 days or
more
prior to the filing of your next amendment, the financial
statements
should be updated to include annual audited financial statements
as
of and for the fiscal year ended March 31, 2006. Upon filing of
your
financial statements for the fiscal year ended March 31, 2006, you
will only be required to provide the annual audited financial
statements for the fiscal year ended March 31, 2006 and for the
fiscal period from February 23, 2005 (date of inception) through
March 31, 2005 (item b above).
4. The audited financial statements as of March 31, 2005 included
in
this filing do not appear to incorporate any of our prior
comments.
Therefore, we reissue comments 25 and 26 from our comment letter
dated September 8, 2005. Further, we reissue comments 10, 11, 12
and
15 from our comment letter dated November 4, 2005. Finally, we
reissue comments 8, 9 and 10 from our comment letter dated January
20, 2006. Please perform a thorough review of all financial
statements included in your next amendment to ensure that you have
appropriately disclosed your accounting policy for mineral
property
costs. Please also ensure that all financial statements presented
reflect the proper accounting for the mineral property costs in
accordance with your accounting policy.
Report of the Independent Registered Public Accounting Firm
5. Please refer to prior comment 4. The audit report has not been
modified as requested. Please have your auditor revise the
auditor
report to specifically identify each period for which audited
financial statements are presented. In this regard, please refer
to
our comment above which specifically identifies the audited
financial
statements that are required to be included in the filing.
6. Please also update the consent of independent registered public
accounting firm to identify each set of audited financial
statements.
Further, the language in the current consent implies that the
financial statements for the period from February 23, 2005 (date
of
inception) through December 31, 2005 have been audited. However,
based on your audit report, it does not appear that the results
for
this period have been audited. Further, there is no requirement
at
this time that the cumulative results from February 23, 2005 (date
of
inception) to December 31, 2005 be audited. As such, please revise
the language in the consent.
Note 3. Mineral Property
7. We note your response to prior comments 7 and 10. In light of
the
fact that the agreement was not executed until April 5, 2005, it
does
not appear that you obtained legal rights to the mineral property
rights until that date. As such, you should revise your financial
statements to reflect the acquisition of the mineral property
rights
as having occurred on April 5, 2005 rather than March 31, 2005.
In
this regard, the $2,500 payment on March 29, 2005 should be
recorded
as a prepayment or other asset as of March 31, 2005 and the
financial
statements should be restated to reduce the net loss for the
period
from $(3,320) to $(820). Please revise or advise. Upon formal
execution of the agreement on April 5, 2005, which therefore
establishes a legal obligation for you to pay, the $2,500 prepaid
asset recorded on March 31, 2005 should be reclassified into the
mineral property rights asset account and a separate entry to
record
the remaining $17,500 asset and a corresponding liability should
be
recorded.
Statement of Cash Flows for period ended December 31, 2005
8. The amount recorded for cash used in operating activities
should
be in brackets. Please revise.
* * *
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.
March 24, 2006
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