ZANDARIA VENTURES INC.
535 Thurlow Street, Suite 600
Vancouver, British Columbia
Canada, V6E 3C2
March 13, 2006
U.S. Securities & Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Mail Stop 0305
Attention: Tim Buchmiller, Division of Corporate Finance
Dear Sirs:
Re: Zandaria Ventures Inc. - Registration Statement on Form SB-2
Amendment No. 3 - File No. 333-127389
Further to your letter dated January 20, 2006 concerning the deficiencies in our
registration statement on Form SB-2, we provide the following responses:
Summary Financial Information, page 6
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1. The amount presented here as total assets does not reconcile to the
total assets shown on the September 30, 2005 balance sheet on page 33.
Please revise.
We have revised the noted amount so that it corresponds with the
December 31, 2005 balance sheet that we have filed with our amended
SB-2.
Plan of Operations, page 20
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2. We note your disclosure in the second paragraph that you "plan
to commence the phase one exploration program on the Chip claims in the
spring of 2005" and that "the program should take approximately up to a
one month to complete." Given your disclosure in the last sentence of
the prior paragraph that "[t]o date, we have not commenced exploration
of the Chip claims," please update your disclosure with respect to your
progress and ensure that you provided consistent disclosure throughout
your prospectus in this regard.
We have corrected our disclosure to indicate that we intend to commence
the phase one exploration program in the spring of 2006.
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Report of the Independent Registered Public Accounting Firm, page 24
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3. It appears that in this Form SB-2/A, you have switched the
placement of the report of your independent registered public
accounting firm and the consent of your independent registered public
accounting firm. Please note that the report of the independent
registered public accounting firm should be presented immediately prior
to the audited financial statements and not as an exhibit to the Form
SB-2/A. The consent of the independent registered public accounting
firm should be presented as an exhibit to the Form SB-2/A. Please
revise your filing to correct the placement of these reports.
We have filed the audit report immediately prior to the audited
financial statements and have filed an updated audit consent as an
exhibit to our amended registration statement.
4. Please note that the audited periods presented in the filing
will be modified as a result of our comment below. As appropriate,
please revise the audit report to ensure that it covers each period for
which audited financial statements are required.
The independent accountants have revised the audit report to ensure
that it covers each period for which audited financial statements are
required.
Financial Statements, page 25
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5. Please refer to prior comment 9. We note in the prior Form SB-2
and from your disclosure on page 6 that your fiscal year ends on March
31. However, in this amendment, you presented audited financial
statements for the period from inception through June 30, 2005, with no
separate audited financial statements being presented for your fiscal
year-end, March 31, 2005. We continue to request that you revise your
financial statements and audit report thereon to include all financial
statements required by Items 310(a) and 310(b) of Regulation S-B. In
addition, please note that any financial statements covered by an audit
report should not include the term "unaudited" on the statement. This
should only be included in statements that have not been audited by
your independent registered public accounting firm.
We have included audited financial statements for the fiscal period
ended March 31, 2005 and interim unaudited financial statements for the
period ended December 31, 2005.
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Statement of Cash Flows, page 27
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6. The cumulative amounts reported for the period from February
23, 2005 (date of inception) through June 30, 2005 for cash used in
operating activities does not foot. Please revise the statement as
appropriate.
The financial statements for the period ended June 30, 2005 have been
removed from the registration statement and replaced with those for the
period ended December 31, 2005.
Note 3. Mineral Property, page 31
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7. We note your response to prior comment 14. You state that you
made the $2,500 payment on March 29, 2005. In Note 3, you state that
the agreement to acquire the mineral rights was on April 5, 2005. Based
on your previous filings, it appears that you have recorded the full
effect of the mineral property rights acquisition as of March 31, 2005.
Please tell us why you believe it is appropriate to record the full
transaction as of March 31, 2005 when the agreement to acquire the
mineral property rights was not entered into until April 5, 2005.
We have recorded the full effect of the mineral property rights
acquisition as of March 31, 2005 in accordance with our significant
accounting policy regarding mineral property costs. In substance the
agreement was entered into on payment of the initial $2,500, however
the agreement documents were not formally executed until April 5, 2005.
Unaudited Financial Statements as of September 30, 2005
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Statement of Cash Flows, page 35
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8. Please refer to prior comment 11. It does not appear that you
have fully addressed our prior comment. We note that you have made the
appropriate changes to your June 30, 2005 financial statements;
however, it does not appear that you have addressed this comment as it
relates to the cumulative amounts for the period from February 23, 2005
(date of inception) through September 30, 2005. Please revise to
address our previous comment.
As requested, we have revised the statement of cash flows.
Note 2 - Significant Accounting Policies, page 37
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Mineral Property Costs, page 38
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9. Please refer to prior comment 12. It does not appear that you
have fully addressed our prior comment. We note that you have made the
appropriate changes to the footnotes to the June 30, 2005 financial
statements, however, it does not appear that you have revised your
disclosure in the September 30, 2005 unaudited financial statements.
Please revise to address our previous comment.
<page>
As requested, we have revised the note disclosure regarding mineral
costs.
Note 3 - Mineral Property, page 39
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10. Please refer to prior comment 13 and 15. It does not appear that
you have fully addressed our prior comment. We note that you have made
revisions to the footnotes to the June 30, 2005 financial statements,
however, it does not appear that you have revised your disclosure in
the September 30, 2005 unaudited financial statements. Please revise to
address our previous comment.
As requested, we have revised note 3 to the financial statements to
address your previous comment.
Exhibit 5.1 - Legality Opinion
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11. We note your response to comment 16 in your letter dated December 30,
2005. Please file the opinion with the requested consent as an exhibit
to your next amendment.
Our legal counsel has opted to file a separate consent rather than
amend its initial legal opinion. This consent has been filed as an
exhibit.
Yours truly,
/s/ Steven Cozine
Zandaria Ventures Inc.
Steven Cozine, President