================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM SB-2
                                   AMENDMENT #2
                             SEC FILE #: 333-127389


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ZANDARIA VENTURES INC
                           ---------------------------
                 (Name of small business issuer in its charter)

      NEVADA                  1000                      Applied For
- --------------------- -------------------     ----------------------------------
State or jurisdiction  Primary Standard       I.R.S. Employer Identification No.
of incorporation       Industrial
or organization        Classification Code Number

                             Zandaria Ventures Inc.
                          535 Thurlow Street, Suite 600
                             Vancouver, B.C. V6E 3C2
                            Telephone: 1-888-255-0076
                            Facsimile: 1-888-255-0076
            --------------------------------------------------------------
            (Address and telephone number of principal executive offices)

                           Empire Stock Transfer Inc.
                       7251 West Lake Mead Blvd Suite 300
                               Las Vegas, NV 89128
                             Telephone: 702-562-4091
                             Facsimile: 702-562-4081
         --------------------------------------------------------------
            (Name, address and telephone number of agent for service)

Approximate date 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, please 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 CLASS OF   DOLLAR AMOUNT TO BE    PROPOSED MAXIUM        PROPOSED MAXIMUM       AMOUNT OF
SECURITIES TO BE         REGISTERED             OFFERING PRICE PER     AGGREGATE OFFERING     REGISTRATION FEE (2)
REGISTERED                                      SHARE (1)              PRICE (2)
- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------
                                                                                  
Common Stock             $52,500                $0.01                  $52,500                $6.18
- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------


(1)      Based on the last sales price on March 22, 2004.
(2)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(o) under the Securities Act.

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 SECTION 8(a), MAY
DETERMINE.


                   SUBJECT TO COMPLETION, Dated October 21, 2005



                                   PROSPECTUS
                             ZANDARIA VENTURES INC.
                                5,250,000 SHARES
                                  COMMON STOCK
                                ----------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

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

The purchase of the securities  offered  through this  prospectus  involves a
high degree of risk. SEE SECTION  ENTITLED "RISK FACTORS" ON PAGES 6-10

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

The  selling  shareholders  will sell our  shares  at $0.01 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately  negotiated  prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                                ----------------

                 The Date Of This Prospectus Is: October 21, 2005


                                Table Of Contents



                                                                                     Page
                                                                              
Summary                                                                               5
Risk Factors                                                                          6
 -  If  we  do  not  obtain  additional  financing,  our  business  will  fail        6
 -  Because we have not commenced business operations,  we face a high risk of
    business   failure
                                                             6
 -  If we are unable to make the $17,500 payment to complete the acquisition of the
    Chip claims by April 5, 2006, we will lose our interest in the property and
    our business will fail                                                            6

 -  Because of the speculative nature of exploration of mining properties, there
    is substantial risk that our business will fail                                   7
 -  We need to continue as a going concern if our business is to succeed. Our
    independent auditor has raised doubt about our ability to continue as
    a going concern                                                                   7

- -   Because we only have mineral exploration rights to the Chip claims, the
    landowner  may be able to prevent us from conducting exploration on the claims.   7

 -  Because of the inherent dangers involved in mineral exploration, there is a
    risk that we may incur liability or damages as we conduct our business            7
 -  Even if we discover commercial reserves of precious metals on the Chip
    claims, we may not be able to successfully obtain commercial production           7

 -  Because the Chip mineral claims have not been examined by any professional
    geologist or mining engineer retained by us, there is a greater risk that our
    property may not contain economic mineralization                                  8

 -  Because our president has other business interests, he may not be able or
    willing to devote a sufficient amount of time to our business operations,
    causing our business to fail                                                      8

 -  Because we do not have any employees other than our president, we will be
    dependent on our management and independent contractors to carry out our
    business plan                                                                     8
 -  Because our sole director has no technical experience in mineral exploration, our
    business has a high risk of failure                                               8

 -  If a market for our common stock does not develop, shareholders may be
    unable to sell their shares                                                       8
 -  A purchaser is purchasing penny stock which limits the ability to sell stock      8
Use of Proceeds                                                                       9
Determination of Offering Price                                                       9
Dilution                                                                              9
Selling Securityholders                                                               9
Plan of Distribution                                                                 11
Legal Proceedings                                                                    12
Directors, Executive Officers, Promoters and Control Persons                         12
Security Ownership of Certain Beneficial Owners and Management                       14
Description of Securities                                                            14
Interest of Named Experts and Counsel                                                15
Disclosure of Commission Position of Indemnification for Securities Act Liabilities  15
Organization Within Last Five Years                                                  15
Description of Business                                                              15
Plan of Operations                                                                   20
Description of Property                                                              21
Certain Relationships and Related Transactions                                       21
Market for Common Equity and Related Stockholder Matters                             21
Executive Compensation                                                               22
Financial Statements                                                                 23
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure                                                                           33

                                       4


                                     Summary

Prospective investors are urged to read this prospectus in its entirety.

We intend to be in the business of mineral  property  exploration.  To date,  we
have not conducted any exploration on our sole mineral  property  interest,  the
Chip mineral claims located near  Goldbridge,  British  Columbia.  We acquired a
100%  interest,  subject  to a 2.5% net  smelter  royalty  and a 7.5% gross rock
royalty, in the Chip claims from Richard Simpson of Vancouver, British Columbia.
We paid $2,500 upon the execution of     the   agreement   and   must pay him an
additional $17,500 by April 5, 2006 in order to  complete the acquisition. We do
not currently have the cash on hand to complete   the   acquisition  and have no
guarantee that we will be able to raise the funds to make the required payment.

Our objective is to conduct mineral exploration activities on the Chip claims in
order to assess whether it possesses economic   reserves   of   gold, silver and
copper. An economic reserve is a specific body  of rock that can be economically
mined. We have not yet  identified   any   economic   mineralization on the Chip
claims, that is, minerals   in   sufficient quantities such that extracting them
from the ground would   be profitable. Our   proposed   exploration   program is
designed to search for an  economic mineralization. Because we have not received
any revenue from operations, our auditor has indicated that there is substantial
doubt about our ability to continue as a going concern.


We were  incorporated  on  February  23,  2005,  under  the laws of the state of
Nevada.  Our  principal  offices are located at 535 Thurlow  Street,  Suite 600,
Vancouver, British Columbia, V6E 3C2. Our telephone number is 1-888-255-0076.

The Offering:

Securities Being Offered  Up to 5,250,000 shares of common stock.

Offering Price            The selling shareholders will  sell  our   shares   at
                          $0.01 per share  until our  shares are   quoted on the
                          OTC Bulletin  Board, and   thereafter  at   prevailing
                          market   prices or    privately negotiated  prices. We
                          determined this   offering price based  upon the price
                          of the last sale of our common stock to investors.

Terms of the  Offering    The selling  shareholders will  determine when and how
                          they will sell the common   stock   offered   in  this
                          prospectus.

Termination of the
Offering                  The offering will  conclude  when all of the 5,250,000
                          shares of common  stock  have been  sold, the   shares
                          no longer need to be registered   to   be   sold or we
                          decide  to  terminate the registration of the shares.

Securities Issued and
to be Issued              7,750,000 shares  of  our  common   stock  are  issued
                          and outstanding as of the date of this     prospectus.
                          All of   the   common   stock to be  sold   under this
                          prospectus  will be sold by existing shareholders.


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

                                       5


Summary Financial Information

Balance Sheet

                                 June 30, 2005

Cash                                                                $14,844
Total Assets                                                        $36,644
Liabilities                                                         $17,800
Total Stockholders' Equity                                          $18,844

Statement of Operations

                              From Incorporation on
                       February 23, 2005 to June 30, 2005

Revenue                                                                $ 0
Net Loss and Deficit                                               ($1,256)

Risk Factors

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
prospectus  before  investing in our common stock. If any of the following risks
occur,  our  business,  operating  results  and  financial  condition  could  be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating  funds are less than  necessary  to complete all intended
exploration of the Chip claims,  and therefore we will need to obtain additional
financing in order to complete our business  plan.  We currently do not have any
operations  and we have no income.  As well,  we will not receive any funds from
this registration.

Our  business  plan  calls  for  significant  expenses  in  connection  with the
exploration of the Chip claims.  While we have  sufficient  funds to conduct the
recommended phase one exploration  program on the claims,  which is estimated to
cost $8,600,  we will need  additional  funds to complete the phase two program,
which is estimated in total to cost $34,000.  Even after completing these phases
of  exploration,  we will  not  know if we have a  commercially  viable  mineral
deposit.

We will require  additional  financing to sustain our business  operations if we
are not successful in earning revenues once  exploration is complete.  We do not
currently have any  arrangements  for financing and may not be able to find such
financing if required.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

We have not yet commenced exploration on the Chip claims.  Accordingly,  we have
no way to evaluate the likelihood that our business will be successful.  We were
incorporated  on February 23, 2005 and to date have been  involved  primarily in
organizational  activities and the  acquisition of the Chip claims.  We have not
earned  any  revenues  as of the date of this  prospectus.  Potential  investors
should  be  aware  of the  difficulties  normally  encountered  by  new  mineral
exploration  companies  and the high rate of  failure of such  enterprises.  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.

                                       6


Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate  significant revenues from development of the Chip claims
and the  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.


IF WE ARE  UNABLE TO   MAKE THE  $17,500  PAYMENT TO  COMPLETE  THE  ACQUISITION
OF THE CHIP  CLAIMS BY APRIL 5, 2006,  WE WILL LOSE OUR INTEREST IN THE PROPERTY
AND OUR BUSINESS WILL FAIL.

Upon the execution of the agreement to acquire the Chip mineral  claims, we paid
the vendor $2,500. In order   to   complete   the purchase, we   must pay him an
additional $17,500 by April 5, 2006. We   do not currently have the cash on hand
to complete the acquisition and have no guarantee that we  will be able to raise
the funds to make the required payment. If we are unable to  make the payment by
the deadline date, we will lose our interest in the Chip  mineral claims and our
business will fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The  search  for  valuable  minerals  as a  business  is  extremely  risky.  The
likelihood of our mineral claim containing  economic  mineralization or reserves
of gold, silver and copper is   extremely remote.  Exploration for minerals is a
speculative   venture   necessarily    involving    substantial   risk. In   all
probability, the Chip claims does not contain   any reserves and  funds  that we
spend   on   exploration    will   be lost. As well, problems such as unusual or
unexpected  formations and other conditions are involved in mineral  exploration
and often result in  unsuccessful  exploration efforts. In such a case, we would
be unable to complete our business plan.

WE NEED TO CONTINUE AS A GOING  CONCERN IF OUR BUSINESS IS TO SUCCEED.
OUR  INDEPENDENT  AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

The report of our independent accountant to our audited financial statements for
the period ended March 31, 2005 indicates that there are a number   of   factors
that raise substantial doubt about our ability to continue as a   going concern.
Our continuation is dependent upon our ability to generate profitable operations
in the future and/or to obtain necessary financing to meet our   obligations and
repay our liabilities arising from normal business operations   when they become
due. If we are not able to continue as a going concern, it is likely   investors
will lose all of their investment.

BECAUSE WE ONLY HAVE MINERAL EXPLORATION RIGHTS TO THE CHIP CLAIMS, THE
LANDOWNER MAY BE ABLE TO PREVENT  US FROM  CONDUCTING EXPLORATION ON THE CLAIMS.

We hold the exclusive right    to   explore    the   Chip   mineral   claims for
mineralization and to remove minerals from the property. However, our rights are
subject to those held by the fee   simple    property owner, the   government of
British Columbia, to make use of the land. If the government decides to develop,
sell or make any other use of the land, our  right to explore the property could
be impacted. As a result, we would not  be   able to continue exploration on the
property and we would be forced to abandon our business plan.


BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER  COMMERCIAL  RESERVES OF PRECIOUS METALS ON THE CHIP CLAIMS,
WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Chip  claims do not  contain  any known  bodies  of  mineralization.  If our
exploration  programs     are    successful   in   establishing gold, silver and
copper of commercial  tonnage and grade,  we will require  additional  funds in
order to place the Chip claims into commercial production. We may not be able to
obtain such financing.

BECAUSE THE CHIP MINERAL  CLAIMS HAVE NOT BEEN EXAMINED BY ANY  PROFESSIONAL
GEOLOGIST OR MINING  ENGINEER  RETAINED BY US, THERE IS A GREATER RISK THAT OUR
PROPERTY MAY NOT CONTAIN ECONOMIC MINERALIZATION.

In connection with our acquisition of the Chip mineral   claims, we retained Mr.
George E. Nicholson, a professional geologist, to   prepare   a   report  on the
property. However, Mr. Nicholson's   report   was based  on   his review of past
exploration data respecting   the    Chip mineral claims. Because    we have not
retained a geologist to examine our mineral claims in person, there is a greater
risk that our property may not contain economic mineralization.

BECAUSE  OUR  PRESIDENT  HAS  OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president,  Mr. Steven Cozine,  intends to devote  approximately  30% of his
business time providing his services to us. While Mr. Cozine presently possesses
adequate time to attend to our interests, it is possible that the demands on Mr.
Cozine from his other  obligations  could increase with the result that he would
no longer be able to devote sufficient time to the management of our business.

BECAUSE WE DO NOT HAVE ANY EMPLOYEES OTHER THAN OUR PRESIDENT, WE WILL BE
DEPENDENT ON OUR MANAGEMENT AND  INDEPENDENT  CONTRACTORS TO CARRY OUT OUR
BUSINESS PLAN.

We do not have any employees other than our president, Steven Cozine. To   carry
out our business plan, we will have to retain independent contractors to conduct
exploration work on the Chip claims. If we are unable to retain   personnel when
needed, our ability to conduct exploration may be delayed.

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

Our  sole  director  has no  technical  training  in the  field of  geology  and
specifically in the areas of exploring for,  starting and operating a mine. As a
result,  we 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.   As  well,  with  no  direct  training  or
experience,  our management may not be fully aware of the specific  requirements
related to working in this  industry.  His decisions and choices may not be well
thought out and our  operations,  earnings  and ultimate  financial  success may
suffer irreparable harm as a result.

                                       7


IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop.  We currently plan to apply for listing of our common stock on the
over the  counter  bulletin  board upon the  effectiveness  of the  registration
statement,  of which this prospectus forms a part. Our shares may never trade on
the bulletin  board.  If no market is ever developed for our shares,  it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

A PURCHASER  IS  PURCHASING  PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus  constitute penny stock under the Exchange
Act.  The  shares  will  remain  penny  stock 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, thus limiting investment liquidity.  Any
broker-dealer  engaged by the  purchaser  for the  purpose of selling his or her
shares in our  company  will be subject  to rules  15g-1  through  15g-10 of the
Exchange  Act.  Rather  than  creating a need to comply with those  rules,  some
broker-dealers will refuse to attempt to sell penny stock.

Please  refer  to  the  "Plan  of  Distribution"  section  for a  more  detailed
discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This  prospectus  contains  forward-looking  statements  that involve  risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual  results  may  differ   materially   from  those   anticipated  in  these
forward-looking  statements  for many  reasons,  including the risks faced by us
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  selling  shareholders  will sell our  shares  at $0.01 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately  negotiated prices. We determined this offering price, based
upon the price of the last sale of our common stock to investors.

                                    Dilution

The common stock to be sold by the selling  shareholders is common stock that is
currently issued and outstanding.  Accordingly, there will be no dilution to our
existing shareholders.

                                       8

                             Selling Securityholders

The  selling  shareholders  named in this  prospectus  are  offering  all of the
5,250,000 shares of common stock offered through this  prospectus.  These shares
were acquired from us in private  placements that were exempt from  registration
under  Regulation S of the Securities Act of 1933 and pursuant to a mineral Chip
claims purchase agreement. The shares include the following:


     1.   700,000 shares of our common stock at a price of $0.003 per share that
          the selling shareholders acquired from us in an  offering that was
          exempt from registration  under Regulation S of the  Securities Act of
          1933 and was completed on March 3, 2005;

     2.   4,000,000 shares of our common  stock at a price of $0.025 per share
          that the selling shareholders acquired from us in  an   offering  that
          was exempt from registration under Regulation S of  the Securities Act
          of 1933 and was completed on March 11, 2005;

     3.   550,000 shares of our common stock at a price of $0.01 per share  that
          the selling shareholders acquired from us in an offering   that  was
          exempt from registration   under Regulation S of the Securities Act of
          1933 and was completed on March 22, 2005;

The  following  table  provides as of the date of this  prospectus,  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; and
4.       the percentage owned by each upon completion of the offering.



                                                            Total Number of
                                                            Shares to be       Total Shares      Percent Owned
                                         Shares Owned       Offered for        Owned Upon        Upon Completion
                                         Prior to this      Selling            Completion of     of this Offering
                                         Offering           Shareholders       this Offering
Name of Selling Stockholder                                 Account
- ---------------------------------------- ------------------ ------------------ ----------------- ------------------
                                                                                     
Edward Johnson                           350,000            350,000            Nil               Nil
#146 - 2998 Robson Drive
Coquitlam, BC

Chester L. Johnson                       350,000            350,000            Nil               Nil
3817 Dejong Crescent
Terrace, BC

Nicky Johnson                            200,000            200,000            Nil               Nil
#146 - 2998 Robson Drive
Coquitlam, BC

Robert Martz                             200,000            200,000            Nil               Nil
3200 Capstan Crescent
Coquitlam, BC
V3C 4E3

Ronald Newsham                           200,000            200,000            Nil               Nil
102 - 1048 King Albert Ave.
Coquitlam, BC
V3J 1X5

Scott Young                              200,000            200,000            Nil               Nil
35847 Sundew Place
Abbotsford, BC

Robert Ferguson                          200,000            200,000            Nil               Nil
904 - 850 Burrard St.
Vancouver, BC
V6Z 2J1

Guy l. Prevost                           200,000            200,000            Nil               Nil
967 - Guy Place
Victoria, BC
V8Y 1H1
</table>
                                       9


<table>
<caption>
<s>                                    <c>                 <c>                <c>              <c>
Harold Male                              200,000            200,000            Nil               Nil
#1803 - 1050 Burrard St.
Vancouver, BC
V6Z 2S3

Andrew Male                              200,000            200,000            Nil               Nil
#1507 - 1050 Burrard St.
Vancouver, BC
V6Z 2S3

Richard Calderbank                       200,000            200,000            Nil               Nil
8080 - 19th Avenue
Burnaby, BC
V3N 1G3

Nicholas J. Quarmby                      200,000            200,000            Nil               Nil
# 810 - 688 W. Hastings St.
Vancouver, BC

Peggy Hawkins                            200,000            200,000            Nil               Nil
8080 - 19th Avenue
Burnaby, BC
V3M 1G3

Peter Kwong                              200,000            200,000            Nil               Nil
305 - 6th Avenue
New Westminster, BC

Ian Nye                                  200,000            200,000            Nil               Nil
701 - 1460 Barclay St.
Vancouver, BC
V6G 1J5

Ralph Mikaelsen                          200,000            200,000            Nil               Nil
2764 Cultus Court
Coquitlam, BC
V3C 5A8

John Karlson                             200,000            200,000            Nil               Nil
9938 Swordfishway
Youbou, BC
V0R 3E0

Giovanni Boso                            200,000            200,000            Nil               Nil
#516 0 22 E. Cordova
Vancouver, BC
V6A 4G8

Julian Price                             200,000            200,000            Nil               Nil
212 - 316 E 1st Avenue
Vancouver, BC
V5T 4R6

Joanne Kim                               200,000            200,000            Nil               Nil
6250 Blenheim St.
Vancouver, BC
V6N 1R4

Edmund Rajan                             200,000            200,000            Nil               Nil
2236 Monashee Court
Coquitlam, BC
V3K 6P7

Dianne Smirl                              55,000             55,000            Nil               Nil
7006 Brewster Drive E.
Delta BC

Maria Del Rossario Luna Garcia            55,000             55,000            Nil               Nil
#1450 - 1511 Chesnut St.
Vancouver, BC
V6S 3K3
</table>
                                       10


<table>
<caption>
<s>                                     <c>                 <c>              <c>               <c>
Michael Ilic                              55,000             55,000            Nil               Nil
#501 - 460 Westview St.
Coquitlam, BC

Andrew Walker                             55,000             55,000            Nil               Nil
201 - 1168 Hamilton St.
Vancouver, BC
V6B 2S2

Michelle Gahagan                          55,000             55,000            Nil               Nil
201 - 1168 Hamilton St.
Vancouver, BC
V6B 2S2

Timothy Hedgecock                        200,000            200,000            Nil               Nil
168 - 1027 Davie St.
Vancouver, BC
V6E 4L2

Reuben Friesen                            55,000             55,000            Nil               Nil
4220 - 89 St.
Edmonton, AB
T6E 0L5

Shelly Friesen                            55,000             55,000            Nil               Nil
4220 - 89 St.
Edmonton, AB
T6E 0L5

Karl Nordquist                            55,000             55,000            Nil               Nil
1233 Nanton St.
Vancouver, BC

Rayne Holloway                            55,000             55,000            Nil               Nil
12902 Carluke Cresecnt
Surrey, BC
V3V 6R4

Anik Gaudreau                             55,000             55,000            Nil
2010 - 1255 Bidwell St.
Vancouver, BC
V6G 2K8


Each of the  above  shareholders  beneficially  owns  and has  sole  voting  and
investment  over all  shares or rights to the  shares  registered  in his or her
name.  The numbers in this table  assume  that none of the selling  shareholders
sells shares of common stock not being  offered in this  prospectus or purchases
additional shares of common stock, and assumes that all shares offered are sold.
The percentages are based on 7,750,000 shares of common stock outstanding on the
date of this prospectus.

None of the selling shareholders:

     (1)  has had a material relationship with us other than as a shareholder at
          any time within the past three years;

     (2)  has ever been one of our officers or directors; or

     (3)  is a broker-dealer or affiliate of a broker dealer.

Plan Of Distribution

The selling  shareholders  may sell some or all of their  common stock in one or
more transactions, including block transactions.

The  selling  shareholders  will sell our  shares  at $0.01 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or  privately  negotiated  prices.  We  determined  this  offering  price
arbitrarily  based  upon  the  price  of the last  sale of our  common  stock to
investors.  The shares may also be sold in compliance  with the  Securities  and
Exchange Commission's Rule 144.

                                       11


We are bearing all costs relating to the registration of the common stock. These
are  estimated to be $9,500.  The selling  shareholders,  however,  will pay any
commissions  or other fees payable to brokers or dealers in connection  with any
sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock.  In  particular,
during such times as 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 and may, among other things:

     1.   Not engage in any stabilization activities in connection with our
          common stock;

     2.   Furnish each broker or dealer through  which   common   stock   may be
          offered, such copies of this prospectus, as amended from time to time,
          as may be required by such broker or dealer; and

     3.   Not bid for or purchase any of our securities or attempt to induce any
          person to purchase any of our securities other than as permitted under
          the Exchange Act.

The  Securities  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).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not  otherwise  exempt  from  those  rules,  deliver a  standardized  risk
disclosure document prepared by the Commission, which:

     *    contains a description of the nature and level of risk in the market
          for penny stocks 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;
     *    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" prices for penny stocks and the significance
          of the spread between the bid and ask price;
     *    contains a toll-free telephone number for inquiries on disciplinary
          actions;
     *    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 Commission shall require by
          rule or regulation;

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

     *    with bid and offer quotations for the penny stock;
     *    details of 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
those securities.

                                       12


Legal Proceedings

We are not currently a party to any legal  proceedings.  Our address for service
of process in Nevada is 7251 West Lake Mead Blvd Suite 300 Las Vegas, NV 89128.

Directors, Executive Officers, Promoters And Control Persons

Our executive officer and director and his age as of the date of this prospectus
is as follows:

Directors:

Name of Director                         Age
- ---------------------               -------------
Steven Cozine                            41

Executive Officers:

Name of Officer          Age              Office
- --------------------- ---------------- -----------------------
Steven Cozine             41           President, Secretary, Treasurer and
                                       Chief Executive Officer

Biographical Information

Set forth below is a brief description of the background and business experience
of our executive officer and director for the past five years.

Mr.  Steven  Cozine  has acted as our  president,  secretary,  treasurer,  chief
executive  officer and as a director  since our  incorporation  on February  23,
2005. He acted as a director of Kelso  Technologies Inc., an Alberta and British
Columbia  reporting company involved in the design of automobile and train valve
cylinders,  from May 1993 to August  1999.  He was also a director  of  Normabec
Mining Resources,  an Alberta and British Columbia  reporting issuer involved in
mineral property exploration,  from September 2001 to January 2003. From 2001 to
present,  he has also  acted as a  business  consultant  to  private  and public
corporations  in  the  fields  of  corporate  marketing,  public  relations  and
corporate  development.  From  January  1998 to December  2000,  Mr.  Cozine was
vice-president of marketing for Saturna Island Vineyards.

Mr. Cozine does not have any professional training or technical   credentials in
the exploration, development and operation of mines.

Mr.Cozine  intends  to  devote  approximately  30% of his  business  time to our
affairs.


Certain Relationships And Related Transactions

We sold  2,500,000  shares of our common stock at a price of $0.001 per share to
our  president,  Steven  Cozine,  on March 2, 2005 for proceeds of $2,500.

We advanced $1,800 to our president, Steven Cozine, on March 22, 2005. This
amount is unsecured, non-interest bearing and payable within six months from the
advance date.

Otherwise,  none of the following parties has, since our date of incorporation,
had any material interest,  direct or indirect, in any transaction with us or in
any presently proposed transaction that has or will materially affect us:

*        Any of our directors or officers;
*        Any person proposed as a nominee for election as a director;
*        Any person who beneficially owns,  directly or indirectly,  shares
         carrying more than 10% of the voting rights attached to our
         outstanding shares of common stock;
*        Our sole promoter, Steven Cozine;
*        Any member of the immediate family of any of the foregoing persons.

Term of Office

Our sole director is appointed for a one-year term to hold office until the next
annual  general  meeting of our  shareholders  or until  removed  from office in
accordance  with our  bylaws.  Our sole  officer  is  appointed  by our board of
directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described
above.

                                       13


Security Ownership Of Certain Beneficial Owners And Management

The following  table provides the names and addresses of each person known to us
to own  more  than 5% of our  outstanding  common  stock  as of the date of this
prospectus,  and by the officers  and  directors,  individually  and as a group.
Except as otherwise indicated, all shares are owned directly.



                                                                                Amount of
Title of Class          Name and address                                        beneficial        Percent of class
                        of beneficial owner                                     ownership
- ----------------------- ------------------------------------------------------- ----------------- -----------------
                                                                                         
Common stock            Steven Cozine                                           2,500,000         32.26%
Common stock            All officers and directors as a group that consists     2,500,000         32.26%
                        of one person


The percent of class is based on  7,750,000  shares of common  stock  issued and
outstanding as of the date of this prospectus.

                            Description Of Securities

General

Our authorized  capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

Common Stock

As of October 18, 2005, there were 7,750,000 shares of our common   stock issued
and outstanding that are held by 33 stockholders of record.Holders of our common
stock are  entitled  to one vote for each share on all  matters  submitted  to a
stockholder vote.  Holders of common stock do not have cumulative voting rights.
Therefore,  holders of a majority of the shares of common  stock  voting for the
election of directors can elect all of the directors. A vote by the holders of a
majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our articles of
incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors,  in its  discretion,  declares from legally  available  funds. In the
event of a  liquidation,  dissolution  or winding  up,  each  outstanding  share
entitles  its holder to  participate  pro rata in all assets that  remain  after
payment of  liabilities  and after  providing  for each class of stock,  if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

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
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

Share Purchase Warrants

We have not issued and do not have  outstanding  any warrants to purchase shares
of our common stock.

                                       14


Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have  outstanding any securities  convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

                     Interests Of Named Experts And Counsel

No expert or counsel named in this  prospectus  as having  prepared or certified
any part of this  prospectus or having given an opinion upon the validity of the
securities  being  registered or upon other legal matters in connection with the
registration  or offering  of the common  stock was  employed  on a  contingency
basis, or had, or is to receive, in connection with the offering,  a substantial
interest,  direct  or  indirect,  in the  registrant.  Nor was any  such  person
connected with the registrant as a promoter,  managing or principal underwriter,
voting trustee, director, officer, or employee.

Clark Wilson LLP has provided an opinion on the validity of our common stock.

The  financial  statements  included  in this  prospectus  and the  registration
statement  have been audited by Cinnamon  Jang  Willoughby & Company,  Chartered
Accountants,  to the  extent  and for the  periods  set  forth in  their  report
appearing  elsewhere in this document and in the  registration  statement  filed
with the SEC,  and are  included  in reliance  upon such  report  given upon the
authority of said firm as experts in auditing and accounting.

 Disclosure Of Commission Position Of Indemnification For Securities Act
 Liabilities

Our directors  and officers are  indemnified  as provided by the Nevada  Revised
Statutes and our Bylaws.  These  provisions  provide  that we shall  indemnify a
director or former  director  against all expenses  incurred by him by reason of
him acting in that  position.  The  directors  may also cause us to indemnify an
officer, employee or agent in the same fashion.

We have  been  advised  that  in the  opinion  of the  Securities  and  Exchange
Commission  indemnification  for liabilities arising under the Securities Act is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  is  asserted  by one of our  directors,  officers,  or  controlling
persons 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 the question of whether such indemnification is against public
policy to a court of appropriate  jurisdiction.  We will then be governed by the
court's decision.

                       Organization Within Last Five Years

We were incorporated on February 23, 2005 under the laws of the state of Nevada.
On that date,  Steven Cozine was appointed as our sole  director.  As well,  Mr.
Cozine was appointed as our president,  secretary, treasurer and chief executive
officer.

Description Of Business

In General

We intend to commence  operations as an exploration  stage  company.  We will be
engaged in the acquisition and exploration of mineral  properties with a view to
exploiting any mineral deposits we discover.  We own a 100% beneficial  interest
in one mineral  claim known as the Chip  claims.  There is no  assurance  that a
commercially  viable mineral  deposit exists on the Chip claims.  We do not have
any current plans to acquire interests in additional mineral properties,  though
we may consider such acquisitions in the future.

                                       15


Mineral property  exploration is typically  conducted in phases. Each subsequent
phase of exploration  work is  recommended  by a geologist  based on the results
from the most recent phase of exploration. We have not yet commenced the initial
phase of  exploration  on the Chip claims.  Once we have completed each phase of
exploration,  we will make a decision as to whether or not we proceed  with each
successive  phase based upon the  analysis of the results of that  program.  Our
director  will  make  this  decision  based  upon  the  recommendations  of  the
independent geologist who oversees the program and records the results.

Our plan of operation is to conduct exploration work on the Chip claims in order
to  ascertain  whether it  possesses  economic  quantities  of gold,  silver and
copper. There can be no assurance that an economic mineral deposit exists on the
Chip claims until appropriate exploration work is completed.

Even if we complete our proposed  exploration programs on the Chip claims and we
are  successful  in  identifying  a  mineral  deposit,  we will  have  to  spend
substantial  funds on further  drilling and  engineering  studies before we will
know if we have a commercially viable mineral deposit.

Chip Claims Purchase Agreement

On April 5, 2005,  we entered into a mineral  purchase and sale  agreement  with
Richard  SImpson of Vancouver,  British  Columbia,  whereby he sold to us a 100%
undivided  right title and interest in three mineral  claims,  subject to a 2.5%
net  smelter  royalty  and a 7.5% gross rock  royalty,  located in the  Lillooet
Mining  Division  of  British  Columbia,  Canada.  A net  smelter  royalty  is a
percentage  of the  amount  of  money  that we  would  receive  from the sale of
minerals from the property to a smelter,  less refining  charges,  ore treatment
charges,  penalties  and  transportation  costs.  The net smelter  royalty  only
applies  to  metals.  We can  purchase  1.5%  of the  net  smelter  royalty  for
$1,000,000  within 12 months of the  commencement of commercial  production.  We
must pay Mr. Simpson advance annual royalties of $25,000  commencing on April 5,
2008.

A gross rock  royalty is a  percentage  of proceeds we receive  from the sale of
rock taken from the property,  less treatment costs,  transport fees,  marketing
costs and taxes.  The gross rock royalty  applies to the sale of non-metals from
the property such as coal,  petroleum products,  soil, sand and gravel. There is
no  expectation  that any of these  non-metals  will be  identified  on the Chip
claims,  but the vendor of the  property  has included the gross rock royalty in
the agreement in case any of these products are discovered.

In accordance  with the  agreement,  we paid $2,500 to Mr.  Simpson by April 15,
2005. In order to complete our  acquisition  of the Chip claims,  we must pay an
additional $17,500 to Mr. Simpson by April 5, 2006.

Location and Access

The Chip  claims are  located 15  kilometers  south-southwest  of the village of
Bralorne  in  south-western  British  Columbia.  The  property  is  accessed  by
helicopter from the town of Pemberton, 25 kilometers to the southwest. Alternate
access to lower  elevations  of the Chip 2 claim is available via the Noel Creek
forest access road from Bralorne.

The claims are situated on, and about, the divide between the headwaters of Noel
and Ault Creeks within rugged but  accessible  terrain.  Several small lakes and
ponds are found in the  north-eastern  and  south-western  portions of the claim
group. Topographic elevations range from 1,676 meters to 2,408 meters.

                                       16


The majority of the Chip property is situated  above the  treeline.  Some slopes
below 1,980 meters near the upper  portions of Ault Creek contain  locally think
patches of alpine balsam and spruce.


There is no available  source of power  located on the property. We will need to
use portable  generators if we require a power source for exploration of the
property.

Claim Data

The  Chip  property  consists  of three  mineral  claims  comprising  a total of
1,106.331 hectares.  A "mineral claim" refers to a specific section of land over
which a title  holder  owns  rights to explore  the ground and  subsurface,  and
extract  minerals  The  following  is a table of pertinent  data  regarding  the
claims:

 Claim Name        Tenure No.                Hectares          Expiry Date

 Chip 1            510121                    491.787           April 3, 2006
 Chip 2            510122                    307.271           April 3, 2006
 Chip 3            510126                    307.273           April 3, 2006

These claims have been  transferred  from the  original  claim  staker,  Richard
Simpson, to Steven Cozine, our president, who holds them in trust for us.

In British Columbia, to extend the expiry date of each claim by one year, annual
assessment work or cash in lieu is required of $0.40 per hectare in years one to
three  followed by $0.80 per hectare  thereafter.  There is also a filing fee of
$0.04 per hectare. In order to retain title to the  property,  we must conduct
at least $442.53 on the Chip claims by April 3, 2006,  thereby  extending
the expiry date for an additional year.

The fee simple owner of the real property underlying the  claims   that comprise
the Chip mineral claims is the government of British Columbia. The    government
has the right to sell title to this land to a third party, but is unlikely to do
so given the remote location of the property. We have the right   to explore the
claims for mineralization, provided such exploration   does   not   unreasonably
disturb the fee   simple   owner's use of the land. Because   the    property is
undeveloped, the   British Columbia government's rights to the land are unlikely
to be impacted.


Mineralization

Mineralization on the Chip claims consists of four types:

     1.   disseminated to semi-massive coarse grained pyrite in silica based
          volcanic rocks

          -    disseminated rock mineralization is small particles of possibly
               valuable ore minerals, spread more or less uniformly through the
               surrounding rock; this is distinct from massive ore wherein the
               valuable minerals occur in almost solid form with very little
               waste material included

          -    pyrite, also known as "fool's gold", is a bright yellow mineral
               that is often found in proximity to gold and copper
               mineralization

     2.   coarse, massive pyrite-silica lenses:

          -    a lens is a body of ore that is thick in the middle and tapers
               towards the ends

          -    pyrite and silica are two minerals that are often found in close
               proximity to valuable metals such as gold and copper

     3.   quartz-sphalerite

          -    a rock type consisting of a combination of silica and zinc
               sulphide.

     4.   siliceous, pyritic lenses

          -    the term siliceous refers to a rock that contains an abudance of
               quartz

The  mineralization is found in widths from a few centimetres to 0.5 meters. The
mineralization  in the  northeast  portion of the claims  occurs  within a large
gossan  with a width of at  least  125  meters  and  traceable  for  almost  two
kilometres.  Gossans  are  rusty  colored  surface  rock  which is caused by the
oxidation of pyrite.  Since pyrite is often  associated  with mineral  deposits,
gossans can be a guide to discovering them.

                                       17


There is no equipment  or other  infrastructure  facilities  located on the Chip
property. As well, the property is free of any mineral workings.

Exploration History

The first record of activity in the area of the now   defined Chip claims was in
the mid-1930's when mineralization was first discovered. In 1941, Bralorne Mines
Ltd. completed 1,100 feet of diamond drilling on the claims.

During  1980,  Mr.  J.  Dawson  and Mr.  K.  Daughtry  conducted  a  program  of
prospecting,  mapping  and  sampling  on  the  property  and  further  work  was
recommended. Prospecting involves analyzing rocks on the property surface with a
view to discovering indications of potential mineralization.  Geological mapping
involves plotting  previous  exploration data relating to a property on a map in
order to determine the best property locations to conduct subsequent exploration
work.  Sampling  consists of  gathering  soil samples or pieces of rock from the
property  that appear to contain  precious  metals  such as gold and silver,  or
industrial metals such as copper.  All samples gathered are sent to a laboratory
where they are crushed and analysed for metal content.

In 1983, Placer Development Ltd. completed a program of sampling and geophysical
surveys  on the  property.  Geophysical  surveying  is the  search  for  mineral
deposits by measuring the physical  property of near-surface  rocks, and looking
for unusual  responses  caused by the  presence of  mineralization.  Electrical,
magnetic,  gravitational,  seismic and radioactive  properties are the ones most
commonly measured.  Geophysical surveys are applied to gain further information
from the property surface and subsurface to allow better informed opinions
concerning the merit of properties.

In 1986, Geoquest Consulting Ltd. conducted a program of mapping and sampling on
the property and recommended further exploration of the claims.

Geology Report

We retained Mr. George Nicholson, a professional geologist, to prepare a geology
report on the Chip claims. Mr. Nicholson   recommends   an   initial exploration
program on the property consisting of two phases. He bases these recommendations
on previous gold, silver and copper found in  rocks and soil in the eastern area
of the property.The first phase would consist of mapping, prospecting and
sampling.

The first phase is estimated to cost $8,600 as described below.

Budget - Phase I
         Geologist                   4 day @ $400/day           $ 1,600
         Geotechnician               4 days @ $300/day          $ 1,200
         Samples                     60 samples @ $20 each      $ 1,200
         Helicopter                  2 hours @ $1,400/hour      $ 2,100
         Camp, Food Supplies                                    $   500
         Truck Rental and Fuel                                  $   500
         Report                                                 $ 1,500

         Total                                                  $ 8,600


The second phase would consist of a blast  trenching  program.  Blast  trenching
involves removing surface soil and rock using explosives. Samples are then taken
from the bedrock below and analysed for mineral content.  The second phase would
cost approximately $34,000 as outlined below.

                                       18


Budget - Phase II

         Blasting Crew              10 days @ $1,000/day        $10,000
         Camp and Support                                       $ 5,000
         Sampling                                               $ 2,500
         Helicopter                 10 hours @ $1,400/hour      $14,000
         Report                                                 $ 2,500

         Total                                                  $34,000


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.

We will have to sustain the cost of reclamation and environmental  mediation for
all exploration and development  work  undertaken   that   results   in  surface
distrubance, such as roads and drill   sites.  The    amount   of these costs is
not known at this time as we do not know the extent of the  exploration  program
that  will  be  undertaken  beyond  completion  of the  currently  planned  work
programs.  Because  there is presently no  information  on the size,  tenor,  or
quality of any resource or reserve at this time,  it is impossible to assess the
impact of any capital  expenditures on earnings or our  competitive  position in
the event a potentially economic deposit is discovered.

If we enter into  production,  the cost of complying  with permit and regulatory
environment  laws will be greater  than in the  exploration  phases  because the
impact on the project area is greater.  Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment.  Examples of regulatory requirements
include:

          -    Water discharge will have to meet water standards;

          -    Dust generation will have to be minimal or otherwise re-mediated;

          -    Dumping of material on the surface will have to be re-contoured
               and re-vegetated;

          -    An assessment of all material to be left on the surface will need
               to be environmentally benign;

          -    Ground water will have to be monitored for any potential
               contaminants;

          -    The socio-economic impact of the project will have to be
               evaluated and if deemed negative, will have to be re-mediated;
               and

          -    There will have to be an impact report of the work on the local
               fauna and flora.

Employees

We have no  employees  as of the  date of this  prospectus  other  than our sole
director.

Research and Development Expenditures

We have not incurred any other  research or development  expenditures  since our
incorporation.

Subsidiaries

We do not have any subsidiaries.

                                       19


Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although  we are not  required  to  deliver a copy of our  annual  report to our
security  holders,  we  will  voluntarily  send a copy  of  our  annual  report,
including  audited  financial  statements,  to any  registered  shareholder  who
requests it. We will not be a reporting  issuer with the Securities and Exchange
Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of
1933, with the Securities and Exchange  Commission with respect to the shares of
our common stock offered through this prospectus.  This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the  registration  statement and exhibits.  Statements  made in the
registration  statement  are summaries of the material  terms of the  referenced
contracts,  agreements  or  documents  of  the  company.  We  refer  you  to our
registration  statement  and each  exhibit  attached  to it for a more  detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials.  You may inspect the registration  statement,  exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's  principal
office  in  Washington,  D.C.  Copies  of all or any  part  of the  registration
statement may be obtained from the Public  Reference  Section of the  Securities
and Exchange  Commission,  100 F Street NE, Washington,  D.C. 20002. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange  Commission also maintains a
web site at  http://www.sec.gov  that contains  reports,  proxy  statements  and
information  regarding registrants that file electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on this
site.

Plan Of Operations

Our plan of operation for the next twelve months is to complete the  recommended
phase  one and two  exploration  programs  on the Chip  claims  consisting  of a
geological  mapping,  prospecting and geochemical  sampling.  We anticipate that
these  exploration   programs  will  cost   approximately   $8,600  and  $34,000
respectively. To date, we have not commenced exploration on the Chip claims.

We plan to commence the phase one exploration  program on the Chip claims in the
fall of  2005.  The  program  should  take  approximately  up to a one  month to
complete. We will then undertake the phase two work program during the spring of
2006.  This program will take  approximately  two months to complete.  We do not
have any verbal or written  agreement  regarding  the retention of any qualified
engineer or geologist for this exploration program.

As well, we anticipate  spending an additional  $15,000 on administrative  fees,
including  fees  payable  in  connection  with the  filing of this  registration
statement and complying with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be $57,600.

While  we have  enough  funds to  cover  the  estimated  cost of the  phase  one
exploration  program,  we will  require  additional  funding  in  order to cover
administrative costs, phase two exploration costs and any additional recommended
exploration  on the Chip  claims  following  the  completion  of the  phase  two
program. Our current cash on hand is sufficient for  approximately   six months.
We will have to raise additional funds within   that   time   period in order to
effect our plan of operations. We anticipate  that  additional   funding will be
in the form of equity financing  from the sale of  our    common   stock or from
director  loans.  We do not have any arrangements in place for any future equity
financing or loans.

                                       20


Results Of Operations For The Period From Inception Through June 30, 2005

We have not earned any revenues from our  incorporation  on February 23, 2005 to
June 30,  2005.  We do not  anticipate  earning  revenues  unless we enter into
commercial  production  on the  Chip  claims,  which  is  doubtful.  We have not
commenced  the  exploration  stage of our  business and can provide no assurance
that we will discover  economic  mineralization  on the Chip claims,  or if such
minerals are discovered, that we will enter into commercial production.

We incurred  operating  expenses in the amount of $1,256 for the period from our
inception on February 23, 2005 to June 30, 2005. These operating  expenses were
comprised of mineral property acquisition costs of $2,500, organization costs of
$500, accounting fees of $600 and bank charges of $156.

In the period from our inception on February 23, 2005 to June 30, 2005, there
were no off-balance sheet arrangements.

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
believe  that there is  substantial  doubt that we will be able to continue as a
going concern.

Description Of Property

We own the mineral exploration rights relating to the Chip mineral claims. We do
not own any real property interest in the Chip claims or any other property.



Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter  bulletin board upon the
effectiveness  of the  registration  statement of which this prospectus  forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As  of  the  date  of  this  registration   statement,  we  have  32  registered
shareholders.

Rule 144 Shares

A total of 2,500,000  shares of our common stock are available for resale to the
public after March 2, 2006 in accordance with the volume and trading limitations
of Rule 144 of the Act. In general,  under Rule 144 as  currently  in effect,  a
person who has  beneficially  owned  shares of a company's  common  stock for at
least one year is entitled  to sell  within any three  month  period a number of
shares that does not exceed the greater of:

                                       21


          1.   1% of the number of shares of the company's common stock then
               outstanding which, in our case, will equal 77,500 shares as of
               the date of this prospectus; or

          2.   the average weekly trading volume of the company's common stock
               during the four calendar weeks preceding the filing of a notice
               on Form 144 with respect to the sale.

Sales under Rule 144 are also  subject to manner of sale  provisions  and notice
requirements  and to the  availability of current public  information  about the
company.

Under Rule 144(k),  a person who is not one of the  company's  affiliates at any
time during the three months  preceding a sale, and who has  beneficially  owned
the shares  proposed  to be sold for at least two  years,  is  entitled  to sell
shares without  complying with the manner of sale,  public  information,  volume
limitation or notice provisions of Rule 144.

As of the date of this  prospectus,  persons who are our affiliates  hold all of
the 2,500,000 shares that may be sold pursuant to Rule 144.

Registration Rights

We have not granted  registration  rights to the selling  shareholders or to any
other persons.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

          1.   we would not be able to pay our debts as they become due in the
               usual course of business; or

          2.   our total assets would be less than the sum of our total
               liabilities plus the amount that would be needed to satisfy the
               rights of shareholders who have preferential rights superior to
               those receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

                             Executive Compensation

Summary Compensation Table

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our inception on February 23, 2005 to June 30,
2005 and the subsequent period to the date of this prospectus.

                               Annual Compensation


                                                                          Restr        Options/SARS LTP payouts
                                                               Other      Stock        (#)          ($)
Name               Title      Year      Salary     Bonus       Comp.      Awarded
- ------------------ ---------- --------- ---------- ----------- ---------- ------------ ------------ ---------------
                                                                            
Steven Cozine      Pres,      2005      $0         0           0          0            0            0
                   Sec,
                   Treas,
                   CEO, &
                   Dir


Stock Option Grants

We have not  granted  any stock  options  to the  executive  officers  since our
inception.

                                       22


Consulting Agreements

We do not have any  employment  or  consulting  agreement  with our directors or
officers.  We do not pay Mr.  Cozine any amount for acting as a director  of the
Company.

Financial Statements

Index to Financial Statements:

          1.   Report of Independent Registered Public Accounting Firm;

          2.   Audited financial statements for the period ending March 31,
               2005 and interim financial statements for the period ended
               June 30, 2005, including:

               a.   Balance Sheets;
               b.   Statements of Operations;
               c.   Statements of Stockholders' Equity;
               d.   Statements of Cash Flows; and
               e.   Notes to Financial Statements


                                       23



HLB Cinnamon Jang Willoughby & Company
Chartered Accountants
A Partnership of Incorporated Professionals






REPORT OF INDEPENDENT  REGISTERED  PUBLIC ACCOUNTING FIRM

To the Shareholders of Zandaria Ventures Inc. (A Pre-exploration Stage
Corporation):

We have audited the balance sheet of Zandaria Ventures Inc. as at March 31, 2005
and the  statements  of loss and  deficit,  and cash flows for the  period  then
ended.  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 audit.

We conducted  our audit 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  these  financial
statements are free of material misstatement.  An audit 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.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position  of the company as at March 31, 2005 and the
results  of its  operations  and its cash  flows for the  period  then  ended in
conformity with generally accepted accounting principles in the United States.


                                        "Cinnamon Jang Willoughby & Company"

                                         Chartered Accountants
Burnaby, BC
May 9, 2005


MetroTower II - Suite 900 - 4720 Kingsway, Burnaby, BC Canada V5H 4N2.
Telephone: +1 604 435 4317. Fax: +1 604 435 4319.
HLB Cinnamon Jang Willoughby & Company is a member of HLB International.
A world-wide organziation of accounting firms and business advisors.




                             ZANDARIA VENTURES INC.
                        (A Pre-exploration Stage Company)
                                  BALANCE SHEET
                                  June 30, 2005
                                   (Unaudited)

<table>
<caption>
                                                       ASSETS
<s>                                                                                          <c>
Current
     Cash                                                                                    $        14,844
     Due from shareholder
                                                                                                       1,800

                                                                                                      16,644
Mineral property (Note 3)                                                                             20,000
                                                                                             ---------------

                                                                                             $        36,644
                                                                                             ===============

                                                      LIABILITIES

Current
     Accounts payable and accrued liabilities                                                $        17,800
                                                                                             ---------------


                                                  STOCKHOLDERS' EQUITY

Capital stock
    Authorized:
      75,000,000 common shares, par value $0.001 per share
    Issued and outstanding:
      7,750,000 common shares                                                                          7,750
Additional paid in capital                                                                            12,350
Deficit accumulated during the pre-exploration stage                                                  (1,256)
                                                                                             ---------------
                                                                                                      18,844
                                                                                             ---------------

                                                                                             $        36,644
                                                                                             ===============
</table>

Nature and Continuance of Operations - Note 1

                             SEE ACCOMPANYING NOTES

<page>


                             ZANDARIA VENTURES INC.
                        (A Pre-exploration Stage Company)
                             STATEMENT OF OPERATIONS
                           Three months ended June 30,
                 2005 and Period from February 23, 2005 (date of
                         incorporation) to June 30, 2005
                                   (Unaudited)

<table>
<caption>
                                                                               Three months      February 23,
                                                                                   Ended             2005
                                                                               June 30, 2005       (date of
                                                                                                Incorporation)
                                                                                                  to June 30,
                                                                                                     2005
                                                                               --------------   ----------------
   <s>                                                                         <c>              <c>
   Expenses
       Accounting fees                                                         $         300     $           600
       Bank charges                                                                      136                 156

       Organization costs                                                                  -                 500
                                                                               --------------   ----------------


   Net loss for the period                                                     $        (436)   $         (1,256)
                                                                             ================   =================

   Basic and diluted
   Loss per share                                                            $          0.00    $           0.00
                                                                             ================= ==================

   Weighted average number of
   Shares outstanding                                                              7,750,000           7,138,367
                                                                             ================= ==================
</table>


                             SEE ACCOMPANYING NOTES

<page>

                             ZANDARIA VENTURES INC.
                        (A Pre-exploration Stage Company)
                             STATEMENT OF CASH FLOWS
                      Three months ended June 30, 2005 and
 For the period from February 23, 2005 (date of incorporation) to June 30, 2005
                                   (Unaudited)

<table>
                                                                           Three months       February 23, 2005
                                                                              Ended               (date of
                                                                             June 30,         incorporation) to
                                                                               2005              June 30, 2005
                                                                               ----              -------------
 <s>                                                                      <c>                  <c>
  Cash Flows used in Operating Activities
      Net loss for the period                                             $         (436)      $       (1,256)
      Add item not involving cash:
      Adjustments to reconcile net loss to net
        cash used by operating activities
             Accounts receivable                                                       -               (1,800)
             Accounts payable and accrued liabilities                                  -               17,800
                                                                          --------------       ---------------

  Cash used in operating activities                                                (436)               (5,256)
                                                                          --------------       ---------------

  Cash Flows from investing activity
         Acquisition of mineral property
                                                                                                      (20,000)
                                                                                               ---------------
  Cash Flows from Financing Activities
      Issuance of common shares                                                       -                20,100

  Cash from financing activities                                                      -                20,100
                                                                         --------------        ---------------

  Increase in cash during the period                                               (436)               14,844

  Cash, beginning of the period                                                  15,280                     -
                                                                         --------------        --------------

  Cash, end of the period                                                $       14,844        $       14,844
                                                                        ===============       ===============

  Supplemental disclosure of cash flow information Cash paid for:
         Interest                                                     $                -     $                -
                                                                      ==================     ==================

         Income taxes                                                 $                -     $                -
                                                                      ==================     ==================
</table>


                             SEE ACCOMPANYING NOTES

<page>


                             ZANDARIA VENTURES INC.
                        (A Pre-exploration Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
 For the period from February 23, 2005 (date of incorporation) to June 30, 2005
                                   (Unaudited)

<table>
<caption>
                                                                                              Deficit
                                                                                            Accumulated
                                                                                             During the
                                                                            Additional    Pre-exploration
                                                 Common Shares               Paid-in
                                      -----------------------------------
                                           Number          Par Value         Capital           Stage            Total
                                      ---------------  ---------------   ---------------  ---------------  ---------------
<s>                                   <c>              <c>               <c>              <c>              <c>
Balance, February 23, 2005            -                $             -   $             -  $             -  $             -

Capital stock issued for cash
 - at $0.001                                2,500,000  $         2,500                 -                -            2,500
 - at $0.003                                  700,000              700             1,400                -            2,100
 - at $0.0025                               4,000,000            4,000             6,000                -           10,000
 - at $0.01                                   550,000              550             4,950                -            5,500
Net loss for the period                             -                -                 -             (820)            (820)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, March 31, 2005                     7,750,000  $         7,750   $        12,350  $          (820) $        19,280

Net loss for the period                             -                -                 -             (436)            (436)
                                      ---------------  ---------------   ---------------  ---------------  ---------------

Balance, June 30, 2005                      7,750,000  $         7,750   $        12,350  $        (1,256) $        18,844
                                      ===============  ===============   ===============  ===============  ===============
</table>




                             SEE ACCOMPANYING NOTES

<page>



                             ZANDARIA VENTURES INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                  June 30, 2005

Note 1        Nature and Continuance of Operations
              ------------------------------------
              The  Company was  incorporated  in the State of Nevada on February
              23,  2005 and is in the  pre-exploration  stage.  The  Company has
              acquired a mineral  property  located in the  Province  of British
              Columbia,  Canada and has not yet determined whether this property
              contains   reserves  that  are   economically   recoverable.   The
              recoverability of amounts from 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 for the sale thereof.

              These  financial  statements have been prepared on a going concern
              basis.  The  Company  has  accumulated  a deficit of $3,756  since
              inception,  has yet to achieve  profitable  operations and further
              losses are anticipated in the development of its business, raising
              substantial  doubt  about the  Company's  ability to continue as a
              going  concern.  Its  ability to  continue  as a going  concern is
              dependent  upon the ability of the Company to generate  profitable
              operations in the future and/or to obtain the necessary  financing
              to meet its  obligations  and repay its  liabilities  arising from
              normal  business  operations  when they come due. These  financial
              statements  do not  include  any  adjustments  to the  amounts and
              classification  of assets and  liabilities  that may be  necessary
              should the Company be unable to continue as a going  concern.  The
              Company anticipates that additional funding will be in the form of
              equity  financing  from the sale of common stock.  The Company may
              also seek to obtain  short-term  loans from the  directors  of the
              Company.  There are no  current  arrangements  in place for equity
              funding or short-term loans.

              The Company has adopted March 31 as its fiscal year-end.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              The  financial  statements  of the Company  have been  prepared in
              accordance with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates  which have been made using  careful
              judgement. Actual results may vary from these estimates.

              The financial  statements  have,  in  management's  opinion,  been
              properly   prepared   within  the  framework  of  the  significant
              accounting policies summarized below:

<page>

Zandaria Ventures Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005
- - Page 2

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Pre-exploration Stage Company
              -----------------------------
              The Company  complies with  Financial  Accounting  Standard  Board
              Statement ("FAS") No. 7 and The Securities and Exchange Commission
              Exchange  Act Guide 7 for its  characterization  of the Company as
              pre-exploration stage.

              Mineral Property Costs
              ----------------------
              Costs of lease, acquisition,  exploration,  carrying and retaining
              unproven mineral properties are expensed as incurred.

              Financial Instruments
              ---------------------
              The  carrying  value  of  cash,   accounts   payable  and  accrued
              liabilities and due to related party approximates their fair value
              because  of  the  short  maturity  of  these  instruments.  Unless
              otherwise  noted, it is  management's  opinion that 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 uses the assets and liability method of accounting for
              income  taxes  pursuant  to FAS No.  109  "Accounting  for  Income
              Taxes".  Under the assets  and  liability  method of FAS No.  109,
              deferred tax assets and  liabilities are recognized for the future
              tax consequences attributable to temporary differences between the
              financial  statements  carrying  amounts  of  existing  assets and
              liabilities  and their  respective tax bases.  Deferred tax assets
              and  liabilities  are measured using enacted tax rates expected to
              apply to  taxable  income  in the years in which  those  temporary
              differences are expected to be recovered or settled.

<page>

Zandaria Ventures Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005
- - Page 3


Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Basic and Diluted Loss Per Share
              --------------------------------
              The Company  reports basic loss per share in  accordance  with the
              FAS No.  128,  "Earnings  Per  Share".  Basic  loss  per  share is
              computed using the weighted  average number of shares  outstanding
              during the period. Diluted loss per share has not been provided as
              it would be anti-dilutive.

              New Accounting Standards
              ------------------------
              Management does not believe that any recently issued,  but not yet
              effective,  accounting standards if currently adopted could have a
              material effect on the accompanying financial statements.

Note 3        Mineral Property
              ----------------
              Pursuant to a mineral  property  purchase and sale agreement dated
              March 29,  2005,  the  Company  acquired a 100%  interest in the 3
              mineral claims near Goldbridge, located in the Province of British
              Columbia, Canada for $20,000.

Note 4        Capital Stock
              -------------
              During the period  from  February  23,  2005 to June 30,  2005 the
              Company  issued  7,750,000  common  shares  for cash  proceeds  of
              $20,100.

Note 5        Deferred Tax Assets
              -------------------
              The  significant  components of the Company's  deferred tax assets
              are as follows:

<table>
<caption>
                                                                                           June 30,
                                                                                             2005
             <s>                                                                       <c>
             Deferred Tax Assets
               Non-capital loss carryforward                                           $          3,756
             Less:  valuation allowance for deferred tax asset                                   (3,756)
                                                                                       ----------------

                                                                                       $              -
                                                                                       ================
</table>

              The amount  taken into income as deferred  tax assets must reflect
              that  portion of the income  tax loss  carryforwards  that is more
              likely than not to be realized from future operations. The company
              has chosen to provide an allowance  of 100% against all  available
              income tax loss carryforwards, regardless of their time of expiry.

<page>

Zandaria Ventures Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005
- - Page 4



Note 6        Corporation Income Tax Losses
              -----------------------------
              At June 30, 2005, the Company has accumulated  non-capital  losses
              totalling $3,756,  which are available to reduce taxable income in
              future taxation years. These losses will expire beginning in 2025.


Note 7        Related Party Transaction
              -------------------------

              The amount from a related party  is   an   advance for $1,800 to a
              director  of   the   Company   on   March 22, 2005. This amount is
              unsecured,   non-interest   bearing  and payable within six months
              from the advance date.

<page>



         Changes In And Disagreements With Accountants on Accounting and
                              Financial Disclosure

We have had no changes in or disagreements with our accountants.

Until  ______________,  all dealers that effect transactions in these securities
whether or not  participating  in this  offering,  may be  required to deliver a
prospectus.  This  is in  addition  to the  dealer's  obligation  to  deliver  a
prospectus  when  acting  as  underwriters  and with  respect  to  their  unsold
allotments or subscriptions.

                                     Part II

                   Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors  are  indemnified  as provided by the Nevada  Revised
Statutes (the "NRS") and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's  articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

               (1)  a willful failure to deal fairly with the company or its
                    shareholders in connection with a matter in which the
                    director has a material conflict of interest;

               (2)  a violation of criminal law (unless the director had
                    reasonable cause to believe that his or her conduct was
                    lawful or no reasonable cause to believe that his or her
                    conduct was unlawful);

               (3)  a transaction from which the director derived an improper
                    personal profit; and

               (4)  willful misconduct.

Our bylaws  provide that we will  indemnify  our  directors  and officers to the
fullest  extent not  prohibited by Nevada law;  provided,  however,  that we may
modify the  extent of such  indemnification  by  individual  contracts  with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in  connection  with any  proceeding  (or part
thereof) initiated by such person unless:

               (1)  such indemnification is expressly required to be made by
                    law;
               (2)  the proceeding was authorized by our Board of Directors;

               (3)  such indemnification is provided by us, in our sole
                    discretion, pursuant to the powers vested us under Nevada
                    law; or

               (4)  such indemnification is required to be made pursuant to the
                    bylaws.

                                       33


Our bylaws provide that we will advance all expenses  incurred to 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,  by  reason  of the fact  that he is or was our  director  or
officer,  or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding,  promptly  following  request.  This
advanced  of  expenses  is to be made upon  receipt of an  undertaking  by or on
behalf of such person to repay said amounts  should it be ultimately  determined
that  the  person  was not  entitled  to be  indemnified  under  our  bylaws  or
otherwise.

Our bylaws also  provide  that no advance  shall be made by us to any officer in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if a  determination  is reasonably and promptly made: (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-  making  party  at the time  such  determination  is made  demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee                  $  6.18
Transfer Agent fees                                               $ 1,000.00
Accounting and auditing fees and expenses                         $ 3,000.00
Legal fees and expenses                                           $ 4,000.00
Edgar filing fees                                                 $ 1,500.00
                                                                  ----------
Total                                                              $9,506.18
                                                                  ==========

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the  offering  listed  above.  No portion of these
expenses will be borne by the selling  shareholders.  The selling  shareholders,
however,  will pay any other  expenses  incurred in selling  their common stock,
including any brokerage commissions or costs of sale.

Recent Sales Of Unregistered Securities

We completed  an offering of 2,500,000  shares of our common stock at a price of
$0.001 per share to our president,  Steven  Cozine,  on March 2, 2005. The total
amount received from this offering was $2,500. These shares were issued pursuant
to Regulation S of the Securities Act.

We  completed  an offering of 700,000  shares of our common  stock at a price of
$0.003 per share to a total of two purchasers on March 3, 2005. The total amount
received  from this  offering was $2,100.  These shares were issued  pursuant to
Regulation S of the  Securities  Act. The  purchasers  in this  offering were as
follows:

                                       34


 Name of Subscriber                      Number of Shares
 -------------------------------------- ----------------------------------------
   Edward Johnson                            350,000
   Chester Johnson                           350,000

We completed  an offering of 4,000,000  shares of our common stock at a price of
$0.0025  per  share to a total of 20  purchasers  on March 14,  2005.  The total
amount  received  from this  offering was $10,000.  We completed  this  offering
pursuant to Regulation S of the Securities  Act. The purchasers in this offering
were as follows:

         Name of Subscriber               Number of Shares
         ------------------------------- ---------------------------------------
         Nicky Johnson                       200,000
         Robert Martz                        200,000
         Ronald Newsham                      200,000
         Scott Young                         200,000
         Robert Fergusen                     200,000
         Guy Provost                         200,000
         Harold Male                         200,000
         Andrew Male                         200,000
         Richard Calderbank                  200,000
         Nicholas Quarmby                    200,000
         Peggy Hawkins                       200,000
         Peter Kwong                         200,000
         Ian Nye                             200,000
         Ralph Mikalesen                     200,000
         John Karlson                        200,000
         Giovanni Boso                       200,000
         Julian Price                        200,000
         Joanne Kim                          200,000
         Edmund Rajan                        200,000
         Timothy Hedgecock                   200,000

We  completed  an offering of 550,000  shares of our common  stock at a price of
$0.01 per share to a total of ten purchasers on March 22, 2005. The total amount
received from this offering was $5,500.  We completed this offering  pursuant to
Regulation S of the  Securities  Act. The  purchasers  in this  offering were as
follows:

         Name of Subscriber                   Number of Shares
         --------------------------------    ---------------------------------
         Maria Del Rossario Luna Garcia           55,000
         Michael Ilic                             55,000
         Andrew Walker                            55,000
         Michelle Gahagan                         55,000
         Dianne Smirl                             55,000
         Reuben Friesen                           55,000
         Shelly Friesen                           55,000
         Karl Nordquist                           55,000
         Rayne Holloway                           55,000
         Anik Gaudreau                            55,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

Each  purchaser  of the  securities  agreed to resell  such  securities  only in
accordance with the provisions of Regulation S, pursuant to  registration  under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in  hedging  transactions  with  regard to such  securities  unless in
compliance with the Act;

                                       35


The securities contain a legend to the effect that transfer is prohibited except
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration; and that
hedging  transactions  involving those securities may not be conducted unless in
compliance with the Act; and

We are  required,  either by contract or a  provision  in its bylaws,  articles,
charter or  comparable  document,  to refuse to  register  any  transfer  of the
securities  not made in accordance  with the provisions of Regulation S pursuant
to  registration  under the Act,  or  pursuant to an  available  exemption  from
registration;  provided,  however,  that  if any  law of any  Canadian  province
prevents us from refusing to register  securities  transfers,  other  reasonable
procedures,  such  as a  legend  described  in  paragraph  (b)(3)(iii)(B)(3)  of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.

                  Exhibits
Exhibit
Number             Description

3.1*               Articles of Incorporation
3.2*               Bylaws
5.1                Legal opinion of Clark Wilson LLP, with consent to use
10.1*              Mineral property agreement dated April 5, 2005
23.1               Consent of Cinnamon Jang Willoughby & Company
99.1               Claims location map


* filed as an exhibit to our registration statement on Form SB-2 dated August 5,
2005

The undersigned registrant hereby undertakes:

1.   To file, during any period in which it offers or sells securities, a
     post-effective amendment to this registration statement to:

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

     b.   reflect in the prospectus any facts or events which,  individually  or
          together, represent a fundamental change in  the information set forth
          in this registration statement; and  notwithstanding the forgoing, 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 or 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 the volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the  "Calculation    of   Registration Fee" table   in   the effective
          registration Statement; and

     c.   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, each such post-effective   amendment   shall   be   deemed to be a new
     registration statement relating   to the securities offered herein, and 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.


                                       36



Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our directors,  officers and controlling persons pursuant to the
provisions above, 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 Securities Act, and is, therefore, unenforceable.

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

Signatures

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form SB-2 and authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Vancouver, Province of British Columbia on October 21, 2005.

                              Zandaria Ventures Inc.

                              By: /s/ Steven Cozine
                              ------------------------------
                              Steven Cozine
                              President, Secretary, Treasurer,
                              Chief Executive Officer and Director


In  accordance  with  the  requirements  of the  Securities  Act of  1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated:

SIGNATURE             CAPACITY IN WHICH SIGNED                   DATE

/s/ Steven Cozine     President, Secretary, Treasurer, Chief    October 21, 2005
- ------------------    Executive Officer, principal accounting
Steven Cozine         officer, principal financial officer and
                      Director