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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT #7 TO
FORM SB-2
SEC FILE #: 333-127389
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ZANDARIA VENTURES INC
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(Name of small business issuer in its charter)
NEVADA 1000 Applied For
- --------------------------------------------------------------------------------
State or jurisdiction of Primary Standard Industrial I.R.S. Employer
incorporation or organization Classification Code Number Identification No.
Zandaria Ventures Inc.
535 Thurlow Street, Suite 600
Vancouver, B.C. V6E 3C2
Telephone: 1-888-255-0076
Facsimile: 1-888-255-0076
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(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
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(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. | |
<page>
<table>
<caption>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS DOLLAR AMOUNT TO BE PROPOSED MAXIUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE (2)
REGISTERED SHARE (1) PRICE (2)
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<s> <c> <c> <c> <c>
Common Stock $52,500 $0.01 $52,500 $6.18
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</table>
(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 September 8, 2006
<page>
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.
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.
<page>
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
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Total $9,506.18
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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:
Name of Subscriber Number of Shares
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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
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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
<page>
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
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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;
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
10.2**** Mineral property amending agreement dated April 4, 2006
23.1 Consent of Cinnamon Jang Willoughby & Company
23.2*** Consent of Clark Wilson LLP
99.1** Claims location map
* filed as an exhibit to our registration statement on Form SB-2 dated
August 5, 2005
** filed as an exhibit to our registration statement on Form SB-2 dated
October 21, 2005
*** filed as an exhibit to our registration statement on Form SB-2 dated
March 17, 2006
**** filed as an exhibit to our registration statement on Form SB-2 dated
April 27, 2006
<page>
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.
4. That, for determining our liability under the Securities Act to
any purchaser in the initial distribution of the securities, we
undertake that in a primary offering of our securities pursuant to
this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, we will be a seller to the purchaser and
will be considered to offer or sell such securities to such
purchaser:
(i) any preliminary prospectus or prospectus that we file relating
to the offering required to be filed pursuant to Rule 424
(Section 230.424 of this chapter);
<page>
(ii)any free writing prospectus relating to the offering prepared
by or on our behalf or used or referred to by us;
(iii) the portion of any other free writing prospectus relating to
the offering containing material information about us or our
securities provided by or on behalf of us; and
(iv) any other communication that is an offer in the offering made
by us to the purchaser.
Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
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 September 8, 2006.
Zandaria Ventures Inc.
By: /s/ Steven Cozine
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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 September 8, 2006
- ----------------- Executive Officer, principal accounting
Steven Cozine officer, principal financial officer and
Director