ZANDARIA VENTURES INC.
535 Thurlow Street, Suite 600
Vancouver, British Columbia
Canada, V6E 3C2
April 26, 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. 5 - File No. 333-127389
Further to your letter dated March 24, 2006 concerning the deficiencies in our
registration statement on Form SB-2, we provide the following responses:
Selling Securityholders, page 9
1. Please revise clause 2 of your first paragraph to indicate, if
true, that the 4,000,000 shares of your common stock were acquired from
you at a price of $0.0025 per share.
We have revised clause two to indicate that the 4,000,000 shares were
sold at $0.0025 per share.
Plan of Operations, page 20
2. We note your disclosure in the fifth paragraph that you "have
enough funds to cover the estimated cost of the phase one exploration
program." However, we note that the estimated costs of phase one
exploration program exceed your cash position as of December 31, 2005.
Please update your disclosure with respect to your plan of operations
given your current cash position and ensure that you provide consistent
disclosure throughout your prospectus in this regard.
We have updated our disclosure to indicate that we'll need additional
funds to complete the phase one exploration program.
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Financial Statements
3. We not your responses to prior comment 5. However, your filing
continues to lack all required financial statements. Please revise the
filing to include all of the following:
a. Audited balance sheet as of March 31, 2005 with accompanying footnotes
b. Audited statement of operations, statement of cash flows and
statement of stockholders' equity for the period from February 23, 2005
(date of inception) through March 31, 2005
c. Audited balance sheet as of June 30, 2005 with accompanying footnotes
d. Audited statement of operations, statement of cash flows and statement
of stockholders; equity for the period from April 1, 2005 through
June 30, 2005
e. Audited statement of operations, statement of cash flows and statement
of stockholders' equity for the period from February 23, 2005 (date
of inception) through June 30, 2005
f. Unaudited balance sheet as of December 31, 2005 with accompanying
footnotes
g. Unaudited statement of operations, statement of cash flows and
statement of stockholders equity for the period from October 1, 2005
through December 31, 2005
h. Unaudited statement of operations, statement of cash flows and
statement of stockholders equity for the period from April 1, 2005
through December 31, 2005
i. Unaudited statement of operations, statement of cash flows and
statement of stockholders equity for the period from February 23, 2005
(date of inception) through December 31, 2005
In this regard, please refer to Item 310(g) of Regulation S-B. If the
required financial statements are as of date 135 days or more prior to
the filing of your next amendment, the financial statements should be
updated to include annual financial statements as of and for the fiscal
year ended March 31, 2006. Upon filing of your financial statements for
the fiscal year ended March 31, 2006, you will only be required to
provide the annual audited financial statements for the fiscal year
ended March 31, 2006 and for the fiscal period from February 23, 2005
(date of inception) through March 31, 2005 (item b above).
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Our last filing contained audited financial statements for the period
from our inception to March 31, 2005 (including the balance sheet,
statement of operations, statement of cash flows, statement of
stockholders' equity and notes to the financial statements for the
periods mentioned in your comment) and for the interim period ended
December 31, 2005 (including the balance sheet, statement of
operations, statement of cash flows, statement of stockholders' equity
and notes to the financial statements for the periods mentioned in your
comment).
The periods provided comply with the requirements of Rule 10-01(c) of
Regulation S-X, as well as the annual and interim financial statement
requirements of Item 310 of Regulation S-B.
The June financial statements noted in your comment were unaudited and
were replaced by the interim financial statements for the period ended
December 31, 2005 in accordance with Item 310.
4. The audited financial statements as of March 31, 2005 included in this
filing do not appear to incorporate any of our prior comments.
Therefore, we reissue comments 25 and 26 from our comment letter dated
September 8, 2005. Further, we reissue comments 10, 11, 12 and 15 from
our comment letter dated November 4, 2005. Finally, we reissue
comments 8, 9 and 10 from our comment letter dated January 20, 2006.
Please perform a thorough review of all financial statements included
in your next amendment to ensure that you have appropriately disclosed
your accounting policy for mineral property costs. Please also ensure
that all financial statements presented reflect the proper accounting
for the mineral property costs in accordance with your accounting
policy.
The financial statements have been revised to incorporate your prior
comments 25 and 26 from the comment letter dated September 8, 2005; 10,
11, 12 and 15 from your comment letter November 4, 2005; and 8, 9, and
10 from your comment letter dated January 20, 2006. The financial
statements have been presented to reflect the accounting policy for
mineral property costs.
Report of the Independent Registered Public Accounting Firm
5. Please refer to prior comment 4. The audit report has not been
modified as requested. Please have your auditor revise the auditor
report to specifically identify each period for which audited financial
statements are presented. In this regard, please refer to out comment
above which specifically identifies the audited financial statements
that are required to be included in the filing.
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The audit report has been modified to identify each period for which
audited financial statements are presented.
6. Please also update the consent of independent registered public
accounting firm to identify each set of audited financial statements.
Further, the language in the current consent implies that the financial
statements for the period from February 23, 2005 (date of inception)
through December 31, 2005 have been audited. However, based on your
audited report, it does not appear that the results for this period
have been audited. Further, there is no requirement at this time that
the cumulative results from February 23, 2005 (date of inception) to
December 31, 2005 be audited. As such, please revise the language in
the consent.
The auditors consent has been revised to identify each set of audited
financial statements. The language has been modified to identify the
audited balance sheet at March 31, 2005 and the statement of operations
and deficit, stockholders' equity, and cash flows for the period from
inception on February 23, 2005 to March 31, 2005.
Note 3. Mineral Property
7. We note your response to prior comment 7 and 10. In light of the fact
that the agreement was not executed until April 5, 2005, it does not
appear that you obtained legal rights to the mineral property rights
until that date. As such, you should revise your financial statements
to reflect the acquisition of the mineral property rights as having
occurred on April 5, 2005 rather than March 31, 2005. In this regard,
the $2,500 payment on March 29, 2005 should be recorded as a
prepayment or other asset as of March 31, 2005 and the financial
statements should be restated to reduce the net loss for the period
from $(3,320) to $(820). Please revise or advise. Upon formal
execution of the agreement on April 5, 2005 which therefore
establishes a legal obligation for you to pay, the $2,500 prepaid
asset recorded on March 31, 2005 should be reclassified into the
mineral property rights asset account and a separate entry to record
the remaining $17,500 asset and a corresponding liability should be
recorded.
As requested, the $2,500 payment on March 29, 2005 has been
reclassified as a prepaid expense.
Statement of Cash Flows for period ended December 31, 2005
8. The amount recorded for cash used in operating activities should be in
brackets. Please revise.
We have placed the noted figure in brackets.
Yours truly,
/s/ Steven Cozine
Zandaria Ventures Inc.
Steven Cozine, President