UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year ended March 31, 2007

                                       or

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ______ to ______


Commission file number: 333-127389

                              ZANDARIA VENTURES, INC.
        ----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    NEVADA                          333-127389             APPLIED FOR
----------------------------       ------------       --------------------------
(State or other jurisdiction       (Commission        (IRS Employer
of incorporation)                   file number)         Identification No.)


2300 PALM BEACH LAKES BLVD SUITE 218
WEST PALM BEACH FL                                       33409
----------------------------------------            -----------------------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code: (561) 697-8751



Securities registered pursuant to Section 12(b) of the Exchange Act:  None


Securities registered pursuant to Section 12(g) of the Exchange Act:

          Common Stock, Par Value $0.001 Per Share



<PAGE>



Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

        Yes [X]   No [_]



Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [_]



Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [_] No [X]



State  issuer's  revenues for its most recent  fiscal year ended March 31, 2007:
$0.00



Of the 7,750,000 shares of voting stock of the registrant issued and outstanding
as of  March  21,  2007,  5,250,000  shares  were  held by  non-affiliates.  The
aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant computed by reference to the closing bid price of its Common Stock as
reported on the OTC Bulletin Board on July 10, 2007: US $6,562,500.



Transitional Small Business Disclosure Format (check one): Yes [_] No [X]




<PAGE>


                  CAUTION REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-KSB and the information  incorporated by reference
includes  "forward-looking  statements" within the meaning of Section 27A of the
Securities  Act of 1933,  as  amended,  and Section  21E of the  Securities  and
Exchange Act of 1934, as amended.  Various statements,  estimates,  predictions,
and  projections  stated  under "Risk  Factors,"  "Management's  Discussion  and
Analysis or Plan of  Operations"  and  "Business,"  and elsewhere in this Annual
Report are "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These statements appear in a
number of places in this Annual  Report and  include  statements  regarding  the
intent,  belief or current  expectations  of Madison  Explorations,  Inc. or our
officers  with  respect to,  among  other  things,  the ability to  successfully
implement our exploration  strategies,  including trends affecting our business,
financial  condition  and results of  operations.  While  these  forward-looking
statements  and the related  assumptions  are made in good faith and reflect our
current judgment regarding the direction of the related business, actual results
will almost always vary, sometimes materially, from any estimates,  predictions,
projections,  assumptions,  or other future performance  suggested herein. These
statements  are based  upon a number of  assumptions  and  estimates,  which are
inherently subject to significant uncertainties and contingencies, many of which
are beyond our control and reflect future  business  decisions which are subject
to  change.  Some of these  assumptions  inevitably  will not  materialize,  and
unanticipated  events will occur which will affect our results.  Some  important
factors (but not necessarily all factors) that could affect our revenues, growth
strategies,  future profitability and operating results, or that otherwise could
cause actual results to differ  materially from those expressed in or implied by
any forward-looking statement, include the following:

     -    our ability to successfully implement our exploration strategies;
     -    the  success  or  failure  of our  exploration  activities  and  other
          opportunities that we may pursue;
     -    changes in the availability of debt or equity capital and increases in
          borrowing costs or interest rates;
     -    changes in regional  and national  business  and economic  conditions,
          including the rate of inflation;
     -    changes in the laws and government  regulations  applicable to us; and
          increased competition.

Stockholders  and other users of this Annual  Report on Form 10-KSB are urged to
carefully  consider  these  factors  in  connection  with  the   forward-looking
statements.  We  do  not  intend  to  publicly  release  any  revisions  to  any
forward-looking  statements  contained herein to reflect events or circumstances
occurring  after the date hereof or to reflect the  occurrence of  unanticipated
events.


<PAGE>



                            ZANDARIA VENTURES, INC.

                                TABLE OF CONTENTS

                                                                     Page Number
                                     PART I

ITEM 1   DESCRIPTION OF BUSINESS                                              5
ITEM 2   DESCRIPTION OF PROPERTY                                             16
ITEM 3   LEGAL PROCEEDINGS                                                   16
ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 16

                                    PART II

ITEM 5   MARKET FOR COMPANY'S COMMON STOCK AND RELATED STOCKHOLDERS
         MATTERS                                                             17
ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           18
ITEM 7   FINANCIAL STATEMENTS                                                22
ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES                                               22
ITEM 8A  CONTROLS AND PROCEDURES                                             22

                                    PART III

ITEM 9     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                 23
ITEM 10    EXECUTIVE COMPENSATION                                            25
ITEM 11    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
           AND RELATED STOCKHOLDER MATTERS                                   26
ITEM 12    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    27
ITEM 13    EXHIBITS AND REPORTS ON 8-K                                       27
ITEM 14    PRINCIPAL ACCOUNTANT FEES AND SERVICES                            28

FINANCIALS                                                                  F-1

SIGNATURES                                                                   40




<PAGE>



                                     PART I


ITEM 1 - Description of Business

     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.

     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.

     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



                                       5
<PAGE>



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,  as amended on April 4, 2006,  we paid
$2,500 to Mr. Simpson on March 29, 2005 and are indebted an additional $1,000 to
him on August 10, 2006 for an extension of the  agreement.  In order to complete
our  acquisition  of the Chip claims,  we must pay an additional  $18,500 to Mr.
Simpson by April 5, 2008.

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.

     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:



                                       6
<PAGE>



Claim Name     Tenure No.       Hectares        Expiry Date
----------     ----------       --------        -------------
 Chip 1         562902           491.787        July 12, 2008
 Chip 2         562900           307.271        July 12, 2008
 Chip 3         562901           163.800        July 12, 2008

     These claims have been transferred from the original claim staker,  Richard
Simpson,  to Steven Cozine, our past president,  who holds them in trust for us.
Mr. Cozine holds the mineral  claims  comprising  the Chip property in trust for
us. It is a common procedure to have such claims held in trust given the expense
that we  would  incur  in  registering  as a  recorded  claim  holder  and as an
extraprovincial company in British Columbia.

     If Mr. Cozine becomes bankrupt or transfers the claims to a third party, we
may incur  significant legal expenses in enforcing our interest in the claims in
British Columbia courts.

     The  registration  of the claims in the name of a trustee does not impact a
third  party's  ability to commence  an action  against us  respecting  the Chip
property or to seize the claims after obtaining judgment.

     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, 2007,  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



                                       7
<PAGE>



          -    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 abundance 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.

     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 analyzed 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



                                       8
<PAGE>



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  trace amounts of 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              1.5 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 analyzed for mineral  content.  The second
phase would cost approximately $34,000 as outlined below.

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

Competition

     The mineral  exploration  business is competitive in all of its phases. The
Company  expects  to compete  with  numerous  other  exploration  companies  and
individuals,  including competitors with greater financial,  technical and other



                                       9
<PAGE>



resources  than the  Company,  for  resources  required for  exploration.  Their
greater resources will likely position these competitors to conduct  exploration
within a shorter time frame than the Company.

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
disturbance,  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.

Seasonality

     Due to the  potential  for  extremely  cold  weather  in  Northern  British
Columbia  during  the period  from  November  to March,  there may be years when
exploration is not possible during these months.



                                       10
<PAGE>



Currency Fluctuation

     The Company's  currency  fluctuation  exposure is primarily to the Canadian
dollar  as  all of the  Company's  properties  are  in  British  Columbia.  Such
fluctuations may materially affect the Company's  financial position and results
of operations.

Subsidiaries

     We do not have any subsidiaries.

Patents and Trademarks

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

Reports to Security Holders

     The  Company  does not intend to deliver an annual  report to its  security
holders.  The public may read and copy any materials filed with the SEC, such as
this Form 10-KSB and Form 10-QSB  reports.  The Company is an  electronic  filer
under the SEC's EDGAR filing  program.  Accordingly,  the Company's  filings are
maintained  by the SEC in a database at  www.sec.gov  and are  available  to all
security holders.

Risk Factors

     An investment  in an  exploration  stage mining  company with no history of
operations  such as ours involves an unusually high amount of risk, both unknown
and known,  and present and potential,  including,  but not limited to the risks
enumerated below.

Risks Associated with Mining

ALL OF OUR PROPERTIES ARE IN THE EXPLORATION  STAGE.  THERE IS NO ASSURANCE THAT
WE CAN ESTABLISH THE EXISTENCE OF ANY MINERAL  RESOURCE ON ANY OF OUR PROPERTIES
IN COMMERCIALLY  EXPLOITABLE QUANTITIES.  UNTIL WE CAN DO SO, WE CANNOT EARN ANY
REVENUES  AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS THAT WE EXPEND ON
EXPLORATION.  IF WE DO NOT  DISCOVER  ANY  MINERAL  RESOURCE  IN A  COMMERCIALLY
EXPLOITABLE QUANTITY, OUR BUSINESS WILL FAIL.

     Despite limited  exploration  work on our mineral  properties,  we have not
established that any of them contain any mineral  reserve,  nor can there be any
assurance that we will be able to do so. If we do not, our business will fail. A
mineral  reserve is defined by the  Securities  and Exchange  Commission  in its
Industry  Guide  7  (http://www.sec.gov/divisions/corpfin/forms/industry.htm#sec
guide7)  as that part of a mineral  deposit,  which  could be  economically  and
legally  extracted  or produced at the time of the  reserve  determination.  The
probability  of an individual  prospect  ever having a "reserve"  that meets the
requirements  of the  Securities and Exchange  Commission's  Industry Guide 7 is



                                       11
<PAGE>



extremely  remote;  in all  probability our mineral  resource  property does not
contain any 'reserve' and any funds that we spend on  exploration  will probably
be lost.

     Even if we do eventually  discover a mineral  reserve on one or more of our
properties,  there can be no assurance that they can be developed into producing
mines and extract those  resources.  Both mineral  exploration  and  development
involve  a high  degree of risk and few  properties,  which  are  explored,  are
ultimately developed into producing mines.

     The commercial viability of an established mineral deposit will depend on a
number of  factors  including,  by way of  example,  the  size,  grade and other
attributes   of  the  mineral   deposit,   the  proximity  of  the  resource  to
infrastructure,  government  regulation and market prices. Most of these factors
will be  beyond  our  control,  and any of them  could  increase  costs and make
extraction of any identified mineral resource unprofitable.

MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN
IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY  EXPLOITABLE QUANTITY, THESE
LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL
RESOURCE.  IF WE CANNOT  EXPLOIT ANY MINERAL  RESOURCE THAT WE MIGHT DISCOVER ON
OUR PROPERTIES, OUR BUSINESS MAY FAIL.

     Both  mineral  exploration  and  extraction  require  permits  from various
federal,  provincial and local governmental authorities and are governed by laws
and regulations,  including those with respect to prospecting, mine development,
mineral production,  transport, export, taxation, labor standards,  occupational
health, waste disposal,  toxic substances,  land use, environmental  protection,
mine safety and other matters. There can be no assurance that we will be able to
obtain or maintain any of the permits required for the continued  exploration of
our mineral  properties or for the  construction  and operation of a mine on our
properties  at  economically   viable  costs.  If  we  cannot  accomplish  these
objectives, our business could fail.

     We believe that we are in compliance with all material laws and regulations
that currently apply to our activities but there can be no assurance that we can
continue to do so.  Current laws and  regulations  could be amended and we might
not be able to comply with them, as amended.  Further, there can be no assurance
that we will be able to obtain or maintain all permits  necessary for our future
operations,  or that we will be able to obtain them on reasonable  terms. To the
extent such  approvals are required and are not  obtained,  we may be delayed or
prohibited  from  proceeding  with planned  exploration  or  development  of our
mineral properties.

IF WE ESTABLISH THE EXISTENCE OF A MINERAL  RESOURCE ON ANY OF OUR PROPERTIES IN
A COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER
TO  DEVELOP  THE  PROPERTY  INTO A  PRODUCING  MINE.  IF WE  CANNOT  RAISE  THIS
ADDITIONAL  CAPITAL,  WE WILL  NOT BE  ABLE TO  EXPLOIT  THE  RESOURCE,  AND OUR
BUSINESS COULD FAIL.



                                       12
<PAGE>



     If we do discover mineral resources in commercially  exploitable quantities
on any of our  properties,  we will be  required to expend  substantial  sums of
money to establish the extent of the resource,  develop  processes to extract it
and develop extraction and processing facilities and infrastructure. Although we
may derive substantial benefits from the discovery of a major deposit, there can
be no assurance that such a resource will be large enough to justify  commercial
operations,  nor can  there be any  assurance  that we will be able to raise the
funds  required  for  development  on a timely  basis.  If we  cannot  raise the
necessary capital or complete the necessary  facilities and infrastructure,  our
business may fail.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS.
WE DO NOT CURRENTLY  INSURE  AGAINST  THESE RISKS.  IN THE EVENT OF A CAVE-IN OR
SIMILAR OCCURRENCE,  OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN
ADVERSE IMPACT ON OUR COMPANY.

     Mineral  exploration,  development and production involve many risks, which
even a combination  of experience,  knowledge and careful  evaluation may not be
able to overcome.  Our  operations  will be subject to all the hazards and risks
inherent in the exploration,  development and production of resources, including
liability for  pollution,  cave-ins or similar  hazards  against which we cannot
insure or against which we may elect not to insure.  Any such event could result
in work stoppages and damage to property,  including  damage to the environment.
We do not currently  maintain any  insurance  coverage  against these  operating
hazards.  The  payment of any  liabilities  that arise from any such  occurrence
would have a material, adverse impact on our Company.

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

     We expect to derive revenues, if any, from the eventual extraction and sale
of diamonds as well as precious and base metals such as gold, silver and copper.
The price of those  commodities  has fluctuated  widely in recent years,  and is
affected  by  numerous  factors  beyond  our  control  including  international,
economic and political  trends,  expectations  of inflation,  currency  exchange
fluctuations,   interest  rates,  global  or  regional   consumptive   patterns,
speculative   activities   and  increased   production  due  to  new  extraction
developments and improved extraction and production methods. The effect of these
factors on the price of base and precious metals, and,  therefore,  the economic
viability of any of our exploration projects, cannot accurately be predicted.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL
CONTINUE TO BE SUCCESSFUL IN ACQUIRING  MINERAL CLAIMS. IF WE CANNOT CONTINUE TO
ACQUIRE  PROPERTIES  TO EXPLORE  FOR  MINERAL  RESOURCES,  WE MAY BE REQUIRED TO
REDUCE OR CEASE OPERATIONS.

     There are  hundreds  of public  and  private  companies  that are  actively
engaged in mineral  exploration.  The exact  number is virtually  impossible  to
quantify. Furthermore, since the mineral exploration sphere is so diverse, it is
quite difficult to identify specific primary competitors and make comparisons to
our Company.



                                       13
<PAGE>



     Many of our  competitors  have greater  financial  resources  and technical
facilities.  Accordingly,  we will  attempt to  compete  primarily  through  the
knowledge and experience of our  management.  This  competition  could adversely
affect our ability to acquire suitable  prospects for exploration in the future.
Accordingly,  there can be no  assurance  that we will  acquire any  interest in
additional  mineral  resource  properties that might yield reserves or result in
commercial mining operations.

THIRD  PARTIES  MAY  CHALLENGE  OUR  RIGHTS TO OUR  RESOURCE  PROPERTIES  OR THE
AGREEMENTS  THAT  PERMIT US TO EXPLORE OUR  PROPERTIES  MAY EXPIRE IF WE FAIL TO
TIMELY RENEW THEM AND PAY THE REQUIRED FEES.

     In connection with the acquisition of our mineral properties,  we sometimes
conduct only limited  reviews of title and related  matters,  and obtain certain
representations  regarding  ownership.  These limited reviews do not necessarily
preclude third parties from  challenging our title and,  furthermore,  our title
may be defective.  Consequently, there can be no assurance that we hold good and
marketable title to all of our mining  concessions and mining claims.  If any of
our concessions or claims were challenged,  we could incur significant costs and
lose  valuable  time in defending  such a  challenge.  These costs or an adverse
ruling with regards to any challenge of our titles could have a material adverse
affect on our  financial  position  or  results of  operations.  There can be no
assurance that any such disputes or challenges will be resolved in out favor.

     We are not aware of challenges to the location or area of any of the mining
concessions and mining claims. There is, however, no guarantee that title to the
claims and concessions will not be challenged or impugned in the future.

Risks Associated with Our Common Stock

BECAUSE OUR COMMON STOCK IS TRADED ONLY ON THE OTC BULLETIN BOARD,  YOUR ABILITY
TO SELL YOUR SHARES IN THE SECONDARY TRADING MARKET MAY BE LIMITED.

     Currently,  our  common  stock is traded  only on the OTC  Bulletin  Board.
Consequently,  the  liquidity of our common  stock is impaired,  not only in the
number of shares that are bought and sold, but also through delays in the timing
of transactions,  and coverage by security  analysts and the news media, if any,
of our  Company.  As a result,  prices  for  shares of our  common  stock may be
different than might otherwise  prevail if our common stock was quoted or traded
on a national securities  exchange such as the New York Stock Exchange,  NASDAQ,
or the American Stock Exchange.

OUR STOCK PRICE HAS BEEN VOLATILE AND YOUR  INVESTMENT IN OUR COMMON STOCK COULD
SUFFER A DECLINE IN VALUE.

     Our common stock is traded only on the OTC Bulletin Board. The market price
of our common  stock may  fluctuate  significantly  in  response  to a number of
factors,  some of which are beyond our  control.  These  factors  include  price
fluctuations of precious  metals,  government  regulations,  disputes  regarding
mining claims,  broad stock market  fluctuations and economic  conditions in the
United States.



                                       14
<PAGE>



BECAUSE WE DO NOT INTEND TO PAY ANY  DIVIDENDS ON OUR COMMON  SHARES,  INVESTORS
SEEKING DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE OUR SHARES.

     We do not  currently  anticipate  declaring  and  paying  dividends  to our
shareholders  in the near  future.  It is our  current  intention  to apply  net
earnings,  if any, in the foreseeable  future to increasing our working capital.
Prospective  investors  seeking or needing dividend income or liquidity  should,
therefore,  not purchase our common stock.  We currently  have no revenues and a
history  of  losses,  so  there  can be no  assurance  that  we will  ever  have
sufficient  earnings to declare and pay  dividends to the holders of our shares,
and in any  event,  a  decision  to  declare  and pay  dividends  is at the sole
discretion  of our board of  directors,  who  currently do not intend to pay any
dividends on our common shares for the foreseeable future.

OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL
OUR STOCK.

     Our stock is a penny stock.  The  Securities  and Exchange  Commission  has
adopted  Rule  15g-9  which  generally  defines  "penny  stock" to be any equity
security  that has a market price (as  defined)  less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions.  Our
securities are covered by the penny stock rules,  which impose  additional sales
practice   requirements  on  broker-dealers  who  sell  to  persons  other  than
established customers and "accredited investors". The term "accredited investor"
refers  generally  to  institutions  with  assets  in excess  of  $5,000,000  or
individuals  with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse.  The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC,  which  provides  information  about penny stocks and the nature and
level of risks in the penny stock market.  The  broker-dealer  also must provide
the customer  with  current bid and offer  quotations  for the penny stock,  the
compensation  of the  broker-dealer  and its  salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations,  and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the  transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise  exempt
from these 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 agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for the stock that is subject to these penny stock  rules.  Consequently,
these penny stock  rules may affect the ability of  broker-dealers  to trade our
securities.  We believe that the penny stock rules discourage  investor interest
in and limit the marketability of our common stock.



                                       15
<PAGE>



NASD Sales Practice  Requirements May Also Limit A Stockholder's  Ability to Buy
and Sell Our Stock

     In addition to the "penny stock" rules  promulgated  by the  Securities and
Exchange  Commission (see above for discussions of penny stock rules),  the NASD
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer  must have reasonable  grounds for believing that the investment
is suitable for that  customer.  Prior to  recommending  speculative  low priced
securities  to  their  non-institutional  customers,  broker-dealers  must  make
reasonable efforts to obtain information about the customer's  financial status,
tax status,  investment objectives and other information.  Under interpretations
of these  rules,  the  NASD  believes  that  there  is a high  probability  that
speculative  low  priced  securities  will not be  suitable  for at  least  some
customers.  The NASD requirements  make it more difficult for  broker-dealers to
recommend  that  their  customers  buy our  common  stock,  which may limit your
ability to buy and sell our stock and have an  adverse  effect on the market for
our shares.

PLEASE READ THIS FORM 10KSB  CAREFULLY.  YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED HEREIN AND ON THE OTHER REPORTS AND OUR FORM 10SB, AS AMENDED, THAT WE
HAVE FILIED WITH THE SECURITIES AND EXCHANGE COMMISSION.  WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.


ITEM 2 - 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.

     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        562902         491.787       July 12, 2008
 Chip 2        562900         307.271       July 12, 2008
 Chip 3        562901         163.800       July 12, 2008


ITEM 3 - Legal Proceedings

     The Company is not currently party to any material legal proceedings and to
our knowledge, no such proceedings are threatened or contemplated.


ITEM 4 - Submission of Matters To a Vote of Security Holders.

     During the  fourth  quarter of our fiscal  yearend  2007,  no matters  were
submitted to a vote of the security holders of the Company.



                                       16
<PAGE>




                                     PART II


ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

     There is no established  trading market in our Common Stock.  The Company's
common stock is traded only on the OTC Bulletin Board (OTC: ZDVN).

Shareholders

     As at March 31, 2007 there are  approximately  thirty three  holders of the
Company's Common Stock.

Shares Eligible for Resale

     Except for the shares of stock held by our officers and  directors,  all of
our issued and  outstanding  shares of Common Stock held by  non-affiliates  are
eligible for sale under Rule 144  promulgated  under the Securities Act of 1933,
as amended,  subject to certain  limitations  included in said Rule. In general,
under Rule 144, a person  (or  persons  whose  shares are  aggregated),  who has
satisfied a one year  holding  period,  under  certain  circumstances,  may sell
within  any  three-month  period a number of shares  which  does not  exceed the
greater  of one  percent of the then  outstanding  Common  Stock or the  average
weekly trading  volume during the four calendar  weeks prior to such sale.  Rule
144 also permits,  under certain  circumstances,  the sale of shares without any
quantity  limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

     In summary,  Rule 144 applies to affiliates  (that is, control persons) and
nonaffiliates  when they resell restricted  securities (those purchased from the
Company or an affiliate of the Company in nonpublic transactions). Nonaffiliates
reselling  restricted  securities,  as well as affiliates  selling restricted or
nonrestricted  securities,  are not  considered to be engaged in a  distribution
and,  therefore,  are not deemed to be underwriters as defined in Section 2(11),
if six conditions are met:

     (1)  Current public  information must be available about the Company unless
          sales are limited to those made by nonaffiliates after two years.
     (2)  When  restricted  securities  are  sold,  generally  there  must  be a
          one-year holding period.
     (3)  When either  restricted  or  nonrestricted  securities  are sold by an
          affiliate  after one  year,  there are  limitations  on the  amount of
          securities that may be sold;  when  restricted  securities are sold by
          non-affiliates between the first and second years, there are identical
          limitations;  after two  years,  there are no volume  limitations  for
          resales by non-affiliates.



                                       17
<PAGE>



     (4)  Except for sales of restricted  securities made by nonaffiliates after
          two years, all sales must be made in brokers'  transactions as defined
          in  Section  4(4) of the  Securities  Act of 1933,  as  amended,  or a
          transaction  directly with a "market maker" as that term is defined in
          Section 3(a)(38) of the 1934 Act.
     (5)  Except for sales of restricted  securities made by nonaffiliates after
          two years,  a notice of  proposed  sale must be filed for all sales in
          excess of 500  shares or with an  aggregate  sales  price in excess of
          $10,000.
     (6)  There must be a bona fide  intention to sell within a reasonable  time
          after the filing of the notice referred to in (5) above.

Capital Risks

     We do not  currently  have  sufficient  capital  to engage  in  exploration
activities.

     The cost of our planned  exploration  activities over the next two years is
approximately  $76,100. As of the date of this filing, we do not have sufficient
capital to engage in exploration activities,  and no sources for financing.  The
extent to which we will be able to implement our  exploration  for minerals will
be determined by our ability to engage in offerings of equity  securities and/or
debt securities.  Without additional capital, we will have to either curtail our
business plan, or abandon it altogether.

     We do not have any identified sources of additional capital, the absence of
which may prevent us from continuing our operations.

     We do not,  presently,  have any arrangements  with any investment  banking
firms or institutional lenders. Because we will need additional capital, we will
have to expend  significant  effort to raise operating funds.  These efforts may
not be successful.  If not, we will have to either curtail our business plan, or
abandon it altogether.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     As at the  date of this  report  there  are no  securities  authorized  for
issuance under equity compensation plans.


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

     The Company is a start-up,  pre-exploration  stage  company and has not yet
generated or realized any  revenues  from  business  operations.  The  Company's
auditors  have  issued a going  concern  opinion.  This means that its  auditors
believe there is doubt that the Company can continue as an on-going business for
the next twelve  months unless it obtains  additional  capital to pay its bills.



                                       18
<PAGE>



This is because the Company has not  generated  any revenues and no revenues are
anticipated until it begins removing and selling minerals.  Accordingly, we must
raise cash from sources such as investments by others in the Company and through
possible  transactions with strategic or joint venture partners. In the event we
raise cash,  we will likely use such funds to meet our  obligations  pursuant to
the Option Agreement,  for additional exploration and to employ personnel. We do
not plan to use any  capital  raised  for the  purchase  or sale of any plant or
significant  equipment.  The following discussion and analysis should be read in
conjunction  with the financial  statements of the Company and the  accompanying
notes appearing subsequently under the caption "Financial Statements."

Results of Operations

Revenues

     There is no historical  financial  information about the Company upon which
to base an  evaluation  of our  performance.  The Company did not  generate  any
revenues  from   operations   for  the  twelve  months  ended  March  31,  2007.
Accordingly,  comparisons with prior periods are not meaningful.  The Company is
subject to risks  inherent in the  establishment  of a new business  enterprise,
including limited capital  resources,  possible delays in the exploration of its
properties,  and  possible  cost  overruns  due to price and cost  increases  in
services.

Operating Expenses

     Operating  expenses  decreased  by $3,767  from  $25,102 for the year ended
March 31, 2006 to $21,335 for the year ended March 31, 2007. The decrease in our
net operating loss is due to the decrease in professional fees.

Interest Expense

     The Company currently has no interest expense.

Net Income/Loss

     Net loss  decreased  $3,767 from net operating loss of $25,102 for the year
ended March 31, 2006 to a net operating loss of $21,335 for the year ended March
31,  2007.  The  decrease  in net  operating  loss  is due  to the  decrease  in
professional fees.

     As of March 31, 2007, our accumulated deficit was $47,248.

Assets and Liabilities

     Our total assets were $7,951 as of March 31, 2007. Our assets  consisted of
cash of $5,585 and prepaid interest $2,366.



                                       19
<PAGE>




     Total  Current  Liabilities  as of March 31, 2007 were  $32,483.  Our notes
payable are $9,186 to Steven  Cozine,  $5,000 to Edward  Johnson,  and $5,000 to
National  Business  Investors,  Inc.  Derivative  liability  arising  from  note
conversion rights was $2,375.

Plan of Operation

     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 Summer of 2007. The program should take  approximately  up to a one month to
complete.  We will then  undertake the phase two work program during the fall of
2007. This program will take  approximately  two months to complete.  We have an
oral agreement regarding the retention of Nicholson and Associates our 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.  We will also require an
additional $18,500 in order to exercise the option respecting the Chip property.

     Total  expenditures  over the next 12 months are  therefore  expected to be
$76,100.

     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.

Financial Condition, Liquidity and Capital Resources

     At March 31, 2007, we had cash and cash equivalents of $5,585.  Our working
capital is presently  minimal and there can be no assurance  that our  financial
condition will improve. We expect to continue to have minimal working capital or
a working capital deficit as a result of our current liabilities.

     For the year ended March 31,  2007,  we have not  generated  cash flow from
operations.   Consequently,   we  have  been   dependent   upon  a  third  party
non-affiliate,  National Business Investors - Joint Venture. ("NBI-JV"), to fund



                                       20
<PAGE>



our cash  requirements.  Specifically,  we entered into a  non-interest  bearing
short-term  demand  note in the amount of  $5,000.00.  The  Company  anticipates
establishing long-term financing to fund operations in the very near future.

     As of March 31, 2007, we had cash of $5,585 and a working  capital  deficit
of $47,248. As of March 31, 2007, we had no outstanding debt other than ordinary
notes payable to Steven Cozine,  Edward Johnson and National Business Investors.
The Company will seek funds from possible  strategic and joint venture  partners
and  financing to cover any short term  operating  deficits and provide for long
term  working  capital.  No  assurances  can be  given  that  the  Company  will
successfully  engage  strategic or joint  venture  partners or otherwise  obtain
sufficient financing through the sale of equity.

     No trends have been identified which would materially  increase or decrease
our results of operations or liquidity.

Going Concern

     We have suffered  recurring  losses from operations and are in serious need
of additional  financing.  These  factors  among others  indicate that we may be
unable to continue as a going concern,  particularly in the event that we cannot
obtain  additional  financing  or,  in  the  alternative,  affect  a  merger  or
acquisition.  Our  continuation  as a going concern  depends upon our ability to
generate  sufficient  cash flow to conduct  our  operations  and our  ability to
obtain additional sources of capital and financing.

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that  we will  continue  as a going  concern.  We have a  stockholders
deficit of $47,257 at March 31, 2007 and net losses from  operations  of $21,335
and $25,102,  respectively,  for the years ended March 31, 2007 and 2006.  These
conditions  raise  substantial  doubt  about our  ability to continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

     Use of Estimates:  The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
materially from those estimates.

     Loss per share:  Basic loss per share excludes  dilution and is computed by
dividing the loss  attributable to common  shareholders by the  weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other



                                       21
<PAGE>



contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution.  Common stock  equivalents were not considered in the calculation
of diluted loss per share as their effect would have been anti- dilutive for the
periods ended March 31, 2006 and 2005.

Off-Balance Sheet Arrangements

     We have not entered  into any  off-balance  sheet  arrangements.  We do not
anticipate  entering into any off-balance sheet arrangements  during the next 12
months.


ITEM 7.  Financial Statements

     Our  financial  statements  have been  examined to the extent  indicated in
their reports by Pollard-Kelley Auditing Services, Inc. For the year ended March
31, 2007 and have been prepared in accordance with generally accepted Accounting
principles  and pursuant to Regulation  S-B as promulgated by the Securities And
Exchange  Commission and are included herein,  on Page F-1 hereof in response to
Part F/S of this Form 10-KSB.


ITEM 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

     During 2007 we changed  auditors from Cinnamon Jang Willoughby & Company to
Pollard-Kelley Auditing Services, Inc..


ITEM 8A. Controls and Procedures

     In order  to  ensure  that the  information  that we must  disclose  in our
filings with the Commission is recorded, processed,  summarized, and reported on
a timely basis, we have formalized our disclosure  controls and procedures.  Our
principal  executive  and  financial  officer has  reviewed  and  evaluated  the
effectiveness of our disclosure controls and procedures,  as defined in Exchange
Act  Rules  13a-15(e)  and  15d-15(e),  as of  March  31,  2007.  Based  on such
evaluation, he concluded that, as of March 31, 2007, our disclosure controls and
procedures were not effective, because we failed to timely write off an impaired
lease deposit and we failed to timely record accrued interest expense.

     There has been no change in our internal  control over financial  reporting
during 2006 that has materially affected,  or is reasonably likely to materially
affect, our internal control over financial reporting.



                                       22
<PAGE>



                                    PART III


ITEM 9 -  Directors,   Executive  Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act

     (a) Set forth  below is the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name              Age      Position(s) with Company
--------------    ---      ---------------------------------------
Jason Smart        27      Chief Executive Officer, President, Secretary
                           and Director

Business Experience

     Jason Smart, born March 30, 1980, owns and operates Strategic  Consultants,
Inc., a market research  company,  based in Ontario Canada.  Mr. Smart has owned
and  operated  this  company  since early 2000.  Through  Mr.  Smart,  Strategic
Consultants,  Inc.,  provides  advertising  assessment studies for companies and
products.  The  studies  include  focus on product  and  service  awareness  and
satisfaction, competitive analysis of product and services, consumer analysis of
product and services, specific customer satisfaction, imaging and positioning of
products  and  services,  pricing  analysis of product and  services and service
quality and product/service development, as well as real estate projections.


Committees of the Board of Directors

     We  presently  do not  have an  audit  committee,  compensation  committee,
nominating  committee,  an executive committee of our board of directors,  stock
plan  committee or any other  committees.  However,  our board of directors  may
establish various committees during the current fiscal year.

Compensation of Directors

     Our  former  director  has  received  cash  compensation  of $2,300 for his
services  as a director  and may be  reimbursed  for their  reasonable  expenses
incurred in attending board or committee meetings.

Terms of Office

     Our directors  are  appointed  for one-year  terms to hold office until the
next annual general  meeting of the holders of our Common Stock or until removed
from office in  accordance  with our by-laws.  Our officers are appointed by our
board of directors and hold office until removed by our board of directors.





                                       23
<PAGE>



Involvement in Certain Legal Proceedings

     Except as indicated  above, no event listed in  Sub-paragraphs  (1) through
(4) of Subparagraph (d) of Item 401 of Regulation S-B, has occurred with respect
to any of our  present  executive  officers  or  directors  or any  nominee  for
director  during the past five years which is material to an  evaluation  of the
ability or integrity of such director or officer.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     For  companies  registered  pursuant to section  12(g) of the Exchange Act,
Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than ten percent of our equity securities,
to file reports of ownership and changes in ownership  with the  Securities  and
Exchange   Commission.   Officers,   directors  and  greater  than  ten  percent
shareholders  are  required by SEC  regulation  to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on a review of the
copies of reports  furnished  to us and  written  representations  that no other
reports were  required,  Section  16(a) filing  requirements  applicable  to our
officers, directors and greater than ten percent beneficial owners were complied
with on a timely basis for the period which this report relates.

Code of Ethics

     In September 2006, we adopted a Code of Ethics that meets the  requirements
Of Section 406 of the  Sarbanes-Oxley Act of 2002. We will provide to any person
without charge, upon request, a copy of such Code of Ethics.  Persons wishing to
make such a request should contact Jason Smart,  Chief Executive  Officer,  2300
Palm Beach Lakes Blvd., Suite 218, West Palm Beach, FL 33409. (561) 697-8751.

Conflicts of Interest

     None of our  officers  will  devote  more than a portion of his time to our
affairs.  There will be  occasions  when the time  requirements  of our business
conflict  with  the  demands  of the  officers  other  business  and  investment
activities.  Such  conflicts  may require  that we attempt to employ  additional
personnel.  There is no  assurance  that the  services of such  persons  will be
available or that they can be obtained upon terms favorable to us.

     Our officers,  directors and principal  shareholders may actively negotiate
for the  purchase of a portion of their  common  stock as a condition  to, or in
connection  with, a proposed merger or acquisition  transaction,  if any. In the
event that such a  transaction  occurs,  it is  anticipated  that a  substantial
premium may be paid by the purchaser in  conjunction  with any sale of shares by
our officers, directors and principal shareholders made as a condition to, or in
connection with, a proposed merger or acquisition  transaction.  The fact that a
substantial  premium may be paid to members of our  management  to acquire their
shares  creates a conflict of interest for them and may  compromise  their state
law  fiduciary  duties to the our other  shareholders.  In making any such sale,



                                       24
<PAGE>



members of Company  management may consider their own personal pecuniary benefit
rather  than  the  best  interests  of  the  Company  and  the  Company's  other
shareholders,  and the other  shareholders  are not  expected to be afforded the
opportunity  to  approve  or  consent  to  any  particular  buy-out  transaction
involving shares held by members of Company management.

     It is not currently anticipated that any salary, consulting fee, or finders
fee shall be paid to any of our directors or executive officers, or to any other
affiliate of us except as described under Executive Compensation below.

     Although  management  has no  current  plans to  cause  us to do so,  it is
possible  that we may enter  into an  agreement  with an  acquisition  candidate
requiring  the sale of all or a portion of the Common  Stock held by our current
stockholders to the  acquisition  candidate or principals  thereof,  or to other
individuals or business entities, or requiring some other form of payment to our
current  stockholders,  or requiring the future employment of specified officers
and  payment of  salaries  to them.  It is more likely than not that any sale of
securities by our current stockholders to an acquisition candidate would be at a
price substantially  higher than that originally paid by such stockholders.  Any
payment to current  stockholders  in the context of an acquisition  involving us
would be  determined  entirely  by the largely  unforeseeable  terms of a future
agreement with an unidentified business entity.


ITEM 10 - Executive Compensation

     The following table shows all the cash compensation paid by the Company, as
well as certain other compensation paid or accrued, during the fiscal year ended
March 31, 2007 to the Company's  President and highest paid executive  officers.
No restricted stock awards,  long- term incentive plan payouts or other types of
compensation,  other than the compensation  identified in the chart below,  were
paid to these executive officers during these fiscal years.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                           Long Term Compensation
                         Annual Compensation                       Awards            Payouts
                        --------------------              -----------------------  -------------
                                             Other        Restricted  Securities   LTIP     All
Name and                                     Annual       Stock       Underlying   Pay-     Other
Principal         Year    Salary    Bonus    Compen-      Award(s)    Options/     outs     Compen-
Position (1)              ($)       ($)      sation ($)   ($)         SARs  (f)             sation ($)
----------------- ------  --------  -------- ------------ ----------  ------------ -------- ----------
<S>               <C>     <C>       <C>      <C>          <C>         <C>          <C>      <C>
Steven Cozine,     2006      0           0      2,300           0           0            0        0
CEO & President

Jason Smart,       2007      0           0          0           0           0            0        0
CEO & President
-----------
</TABLE>


                                       25
<PAGE>



Compensation of Directors

     We have no standard  arrangements  for  compensating our board of directors
for their attendance at meetings of the Board of Directors.

Bonuses and Deferred Compensation

     We do not have any bonus,  deferred  compensation or retirement  plan. Such
plans may be  adopted  by us at such time as deemed  reasonable  by our board of
directors.  We do not have a  compensation  committee,  all decisions  regarding
compensation are determined by our board of directors.

Stock Option and Stock Appreciation Rights.

     We do not currently have a Stock Option or Stock Appreciation  Rights Plan.
No stock  options or stock  appreciation  rights were awarded  during the fiscal
year ended March 31, 2007, or the period ending on the date of this Report.

Termination of Employment and Change of Control Arrangement

     There are no compensatory  plans or arrangements,  including payments to be
received from us, with respect to any person named in cash  compensation set out
above which  would in any way result in  payments to any such person  because of
his resignation,  retirement,  or other termination of such person's  employment
with us or our subsidiaries,  or any change in control of us, or a change in the
person's responsibilities following a changing in control.


ITEM 11. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth,  as of March 31, 2007,  information  with
respect to the beneficial  ownership of our common stock by (i) persons known by
us to beneficially  own more than five percent of the outstanding  shares,  (ii)
each director, (iii) each executive officer and (iv) all directors and executive
officers as a group.

                                  Common Stock
                               Beneficially Owned
                         ------------------------------

Name and Address             Title of Class     Number      Percent
-------------------------------------------------------------------------------
Steven Cozine
1460 Barclay Suite 701
Vancouver, BC Canada V6G1J5    Common         2,500,000        32.2

All Executive Officers and
Directors as a Group           Common         2,500,000        32.2
(One (1) person)
---------------------------------------------------------------------
* Less than 1%.



                                       26
<PAGE>



(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such  person)  by  reason of these  acquisition  rights.  As a result,  the
     percentage of outstanding  shares of any person as shown in this table does
     not necessarily  reflect the person's actual ownership or voting power with
     respect to the number of shares of common  stock  actually  outstanding  on
     March 31, 2007. As of March 31, 2007,  there were  7,750,000  shares of our
     common stock issued and outstanding.


ITEM 12. Certain Relationships and Related Transactions

     Except as described below, none of the following persons has any direct or
indirect material interest in any transaction to which we are a party during the
past two years, or in any proposed transaction to which the Company is proposed
to be a party:

     (A)  any director or officer;
     (B)  any proposed nominee for election as a director;
     (C)  any person who  beneficially  owns,  directly  or  indirectly,  shares
          carrying  more than 5% of the  voting  rights  attached  to our common
          stock; or
     (D)  any  relative  or  spouse  of  any of the  foregoing  persons,  or any
          relative of such spouse,  who has the same house as such person or who
          is a director or officer of any parent or subsidiary.


ITEM 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Description
-----------   --------------------------------------------
31.1     *     Certificate of the Chief  Executive  Officer and Chief  Financial
               Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1     *     Certificate of the Chief  Executive  Officer and Chief  Financial
               Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--------------------------
*    Included herein


                                       27
<PAGE>



     (b) Reports on Form 8-K

     During the last quarter of the fiscal year ended March 31, 2007, we filed a
report dated March 27, 2007 disclosing a change of officer and director.


ITEM 14. Principal Accountant Fees and Services

     Audit Fees. The aggregate fees billed for  professional  services  rendered
was $7,019 for the audit of our annual financial  statements for the fiscal year
ended March 31, 2007 and the reviews of the financial statements included in our
Forms 10-QSB for the fiscal year.

     Audit-Related  Fees.  The  aggregate  fees  billed  in each of the last two
fiscal years for assurance and related services by the principal accountant that
are  reasonably  related  to the  performance  of the  audit  or  review  of our
financial statements and not reported under the caption "Audit Fee."

     Tax Fees.  The  aggregate  fees billed in each of the last two fiscal years
for  professional   services  rendered  by  the  principal  accountant  for  tax
compliance, tax advice and tax planning services were $0 and $0 respectively.

     All Other Fees. Other than the services described above, the aggregate fees
billed  for  services  rendered  by the  principal  accountant  was  $0 and  $0,
respectively, for the fiscal years ended March 31, 2007.

     We have no formal audit committee.  However,  our entire Board of Directors
(the  "Board") is our defacto  audit  committee.  In  discharging  its oversight
responsibility as to the audit process,  the Board obtained from the independent
auditors a formal written  statement  describing all  relationships  between the
auditors  and us that might bear on the  auditors'  independence  as required by
Independence  Standards  Board Standard No. 1,  "Independence  Discussions  with
Audit  Committees." The Board discussed with the auditors any relationships that
may impact their  objectivity  and  independence,  including  fees for non-audit
services, and satisfied itself as to the auditors' independence.  The Board also
discussed with management,  the internal  auditors and the independent  auditors
the quality and adequacy of its internal controls.

     The Board reviewed with the independent auditors their management letter on
internal controls.

     The Board discussed and reviewed with the independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended,  "Communication  with Audit Committees".  The Board reviewed
the audited  consolidated  financial statements of the Company as of and for the
year  ended  March  31,  2007  with  management  and the  independent  auditors.
Management has the responsibility for the preparation of the Company's financial
statements  and  the  independent  auditors  have  the  responsibility  for  the
examination  of  those  statements.  Based  on the  above-mentioned  review  and
discussions with the independent auditors and management, the Board of Directors
approved the Company's audited consolidated financial statements and recommended
that they be  included  in its Annual  Report on Form  10-KSB for the year ended
March 31, 2007,  for filing with the  Securities  and Exchange  Commission.  The
Board also approved the reappointment of Pollard-Kelley  Auditing Services, Inc.
as independent auditors.



                                       28
<PAGE>



                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)

                         REPORT AND FINANCIAL STATEMENTS
                             March 31, 2007 and 2006
                             (Stated in US Dollars)

                                    CONTENTS


                                                                           Page

Report of Registered Independent Certified Public Accounting Firm           F-2

Financial Statements

   Balance Sheets
     as of March 31, 2007 and 2006                                          F-3

   Statement of Operations
     for the years ended March 31, 2007 and 2006                            F-4

   Statement of Cash Flows
     for the years ended March 31, 2007 and 2006                            F-5

   Statement of Changes in Stockholders' Equity
     for the years ended March 31, 2007 and 2006                            F-6

   Notes to Consolidated Financial Statements                               F-7









                                       F-1
<PAGE>

Pollard-Kelley Auditing Services, Inc...........................................
Auditing Services
4500 Rockside Road, Suite 450, Independence, OH 44131               330-864-2265

             Report of Independent Registered Public Accounting Firm

Zandaria Ventures, Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Zandaria Ventures,  Inc., (An
Exploration  Stage Company) as of March 31, 2007, and the related  statements of
income,  changes in stockholders' equity, and cash flows for the one year in the
period  ended March 31, 2007 and for the period from  February  23, 2005 through
March  31,  2007  (since   inception).   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 audits.

We conduct our audits in  accordance  with the  standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

As discussed  in Note 1 the Company has not  generated  significant  revenues or
profits to date. This factor among others raises  substantial  doubt the Company
will be able to continue as a going  concern.  The Company's  continuation  as a
going  concern  depends  upon its  ability to generate  sufficient  cash flow to
conduct its operations and its ability to obtain  additional  sources of capital
and financing. The accompanying consolidated financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of this  uncertainty.
Management's plans concerning this matter are also discussed in Note 1.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of the Company at March 31, 2007,
and the  results  of its  operations  and it cash  flows for the one year in the
period  ended March 31, 2007 and for the period from  February  23, 2005 through
March 31, 2007 (since  inception),  in conformity with U.S.  generally  accepted
accounting standards.

Pollard-Kelley Auditing Services, Inc.

/s/ Pollard-Kelley Auditing Services, Inc.

Independence, Ohio
July 10, 2007

                                      F-2
<PAGE>


<TABLE>
<CAPTION>
                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS
                             March 31, 2007 and 2006
                             (Stated in US Dollars)

                                                                  2007            2006
                                                             -------------   ------------
<S>                                                          <C>             <C>
        ASSETS
Current
    Cash                                                     $       5,585   $      5,671
     Prepaid interest                                                2,366              0
                                                             -------------   ------------
                                                             $       7,951   $      5,671
                                                             =============   ============

LIABILITIES

Current
    Accounts payable and accrued liabilities                 $      13,297   $     11,493
     Notes Payable                                                  19,186              0
                                                             -------------   ------------
                                                                    32,483         11,493
Derivative liability arising from note conversion rights             2,375              0

STOCKHOLDER'S EQUITY

Capital stock
    Authorized: 75,000,000  common shares with a par
    value of $0.001 Issued and outstanding: 7,752,500
    common shares (2005: 7,750,000)                                  7,753          7,750
Additional paid-in capital                                          12,597         12,350
Deficit accumulated during the pre-exploration stage               (47,257)       (25,922)
                                                             -------------   ------------
                                                                   (26,907)        (5,822)
                                                             --------------  -------------
                                                             $       7,951   $      5,671
                                                             =============   ============
</TABLE>

                 See accompanying notes to financial statements.

                                      F-3
<PAGE>


<TABLE>
<CAPTION>
                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                             STATEMENT OF OPERATIONS
                   For the years ended March 31, 2007 and 2006
                      and for the period February 23, 2005
                      (Date of Inception) to March 31, 2007
                             (Stated in US Dollars)

                                                                                 Cumulative from
                                                                                 February 23, 2005
                                                                                (Date of Inception)
                                                                                   to March 31,
                                                    2007             2006              2007
                                                --------------   -------------  ------------------
<S>                                             <C>              <C>            <C>
Expenses
    Management fees                             $        2,300   $       1,800  $            4,100
    Professional fees                                    7,019          18,719              26,038
    Organizational costs                                     -               -                 500
     Geological, mineral, prospect costs                 7,240           2,500               9,740
    General and administrative costs                     4,776           2,083               6,879
                                                --------------   -------------  ------------------

Net loss for the period                         $       (21,335) $     (25,102) $          (47,257)
                                                ===============  =============  ==================

Basic and diluted loss per share                $        (0.00)  $       (0.00)
                                                ==============   =============

Weighted average number of shares
 outstanding                                         7,750,007       7,750,000
                                                ==============   =============
</TABLE>


                See accompanying notes to financial statements.

                                      F-4
<PAGE>


<TABLE>
<CAPTION>
                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                             STATEMENT OF CASH FLOWS
                   For the years ended March 31, 2007 and 2006
                      and for the period February 23, 2005
                      (Date of Inception) to March 31, 2007
                             (Stated in US Dollars)

                                                                                 Cumulative from
                                                                                 February 23, 2005
                                                                                (Date of Inception)
                                                                                   to March 31,
                                                    2007             2006              2007
                                                --------------   -------------  ------------------
<S>                                             <C>              <C>            <C>

Operating Activities
    Net loss for the period                     $      (21,335)  $     (25,102)  $         (47,257)
     Common stock issued for services                      250  `            0                 250
     Amortization                                            9               0                   9
Adjustments to reconcile loss to cash
  used by operating activities:
    Shareholder advances                                     -          (1,800)                  -
    Prepaid expenses                                         -          (2,500)                  -
    Accounts payable and accrued liabilities             1,804          11,193              13,297
                                                --------------   -------------  ------------------
                                                       (19,272)         (9,609)            (33,701)

Investing Activities                                         -               -                   -
                                                --------------   -------------  ------------------
Financing Activities
    Common stock issued for cash                             -               -              20,100
     Notes payable                                      19,186               -              19,186
                                                --------------   -------------  ------------------
                                                        19,186               -              39,286

Increase (decrease) in cash during the period              (86)         (9,609)              5,585

Cash, beginning of the period                            5,671               -                   -
                                                --------------   -------------  ------------------
Cash, end of the period                         $        5,585   $       5,671  $            5,585
                                                ==============   =============  ==================
</TABLE>


                See accompanying notes to financial statements.

                                      F-5
<PAGE>


<TABLE>
<CAPTION>
                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                 STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIENCY)
               for the period February 23, 2005 to March 31, 2007
                             (Stated in US Dollars)


                                                                          Deficit
                                                                        Accumulated
                                     Common Stock        Additional      During the
                               Number of                   Paid-in      Exploration
                                Shares         Amount      Capital         Stage         Total
                               -----------------------------------------------------------------
<S>                            <C>          <C>          <C>            <C>            <C>
Balance, February 23, 2005             -    $       -    $        -     $         -    $
                               -----------------------------------------------------------------

Shares issued at $0.001        2,500,000        2,500             -               -        2,500
Shares issued at $0.003          700,000          700         1,400               -        2,100
Shares issued at $0.0025       4,000,000        4,000         6,000               -       10,000
Shares issued 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                -            -             -         (25,102)     (25,102)
                               -----------------------------------------------------------------
Balance, March 31, 2006         7,750,000   $   7,750    $   12,350     $   (25,922)   $  (5,822)

Shares issued for services          2,500           3           247               -          250
Net loss for the period                                                      (21,335)    (21,335)
                               -----------------------------------------------------------------
Balance, March 31, 2007         7,752,500   $   7,753    $   12,597     $    (47,257)  $ (26,907)
</TABLE>


                See accompanying notes to financial statements.

                                      F-6
<PAGE>



                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2007


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 $47,248 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  judgment.
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  as
follows:

                                      F-7
<PAGE>



                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2007


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

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

Mineral property acquisition,  exploration and development costs are expensed as
incurred  until such time as economic  reserves are  quantified.  From that time
forward,  the Company will  capitalize  all costs to the extent that future cash
flows from mineral  reserves  equal or exceed the costs  deferred.  The deferred
costs will be amortized over the  recoverable  reserves when a property  reaches
commercial  production.  Costs  related  to site  restoration  programs  will be
accrued over the life of the project.  To date, the Company has not  established
any proven reserves on its mineral properties.

Financial Instruments

The carrying value of cash,  accounts payable and accrued liabilities and due to
shareholder 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.



                                      F-8
<PAGE>



                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2007


NOTE 2   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

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.

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  there  are  no  additional  securities,  financial
instruments or other items that could affect earnings per share.

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

On April 5, 2005, the Company entered into a purchase and sale agreement,  which
was  amended on April 6, 2006,  to acquire a 100%  interest  in a mineral  claim
located in British Columbia, Canada.

In order to earn the interest, the Company is required to:

     a)   pay $2,500 on execution of the agreement (paid March 29, 2005);
     b)   pay $1,000 for amendment of the agreement (not paid);
     c)   pay $17,500 on or before April 5, 2007 (not paid)

This  agreement  is subject to a 2 1/2% net  smelter  royalty and a 7 1/2% gross
rock royalty for a total of $20,000.


                                      F-9
<PAGE>



                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2007


NOTE 4   RELATED PARTY TRANSACTION

At March 31,  2007,  the Company  owed an accounts  payable of $1,400 and a Note
payable of $9,186 to the former President and CEO of the Company who resigned on
March 13, 2007.

Also,  at March 31, 2007,  the Company owed an accounts  payable of $1,197 and a
Note payable of $5,000 to a shareholder.


NOTE 5   NOTES PAYABLE

The promissory notes payable are unsecured and bear no interest per annum.  They
are due on demand except the March 30, 2007 note which is due December 31, 2007.

                                                 March 31, 2007
                                                 --------------
     August 04, 2006                             $        5,000
     September 01, 2006                                     900
     February 02, 2007                                    8,286
     March 30, 2007                                       5,000
                                                 --------------
                                                 $       19,186

The March 31, 2007, note payable also has conversion  rights which allow for the
conversion  of the note in whole or in part at any time prior to the  payment or
within ten days thereafter into common stock of the Company at a conversion rate
of the lesser of 66 2/3% of the average closing bid and ask price on the date of
conversion or $0.25 per share.


NOTE 6   DEFERRED TAX ASSETS

The significant components of the Company's deferred tax assets are as follows:

                                                     March 31,   March 31,
                                                       2007          2006
----------------------------------------------------------------------------
Deferred Tax Assets
  Non-capital loss carry forward                    $       -    $   9,151
Less:  valuation allowance for deferred tax asset          (-)      (9,151)
----------------------------------------------------------------------------
                                                    $       -    $       -

Deferred tax assets reflect the tax effects of temporary differences between the
carrying  amounts and  liabilities  for  financial  reporting  purposes  and the
amounts used for income tax purposes. No deferred tax asset has been recorded as
a full valuation allowance has been applied.

                                      F-10
<PAGE>


                             ZANDARIA VENTURES INC.
                         (An Exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2007


NOTE 7   CORPORATION INCOME TAX LOSSES

     The  actual  income  tax  recovery  differs  from the  expected  income tax
recovery as follows:

                                            March 31,  March 31,    March 31,
                                              2007       2006          2005
 ------------------------------------------------------------------------------
 Expected income taxes at 34%               $      -   $   8,022    $   1,129
 Less:  valuation allowance for
        loss carry forwards                       (-)     (8,022)      (1,129)
 ------------------------------------------------------------------------------
                                            $      -   $       -    $       -

At March 31,  2007,  the Company has  accumulated  non-capital  losses  totaling
$47,248,  which are available to reduce taxable income in future taxation years.
The  potential  benefit  arising  from these  losses has been offset with a full
valuation allowance. These losses will expire in 2027.


NOTE 8  DERIVATIVE LIABILITY ARISING FROM NOTE CONVERSION RIGHTS

The Company  accounts  for debt with  embedded  conversion  features and warrant
issues in accordance with EITF 98-5: Accounting for convertible  securities with
beneficial conversion features or contingency adjustable conversion and EITF No.
00-27:  Application  of  issue  No  98-5  to  certain  convertible  instruments.
Conversion features determined to be beneficial to the holder are valued at fair
value and recorded to additional  paid in capital.  The Company  determines  the
fair value to be ascribed to the detachable warrants issued with the convertible
debentures  utilizing  the  Black-Scholes  method.  Any  discount  derived  from
determining the fair value to the debenture  conversion features and warrants is
amortized  to financing  cost over the life of the  debenture.  The  unamortized
discount, if any, upon the conversion of the debentures is expensed to financing
cost on a pro rata basis.

Debt issue with the variable  conversion  features are considered to be embedded
derivatives  and are  accountable  in accordance  with FASB 133;  Accounting for
Derivative  Instruments and Hedging  Activities.  The fare value of the embedded
derivative is recorded to derivative liability. This liability is required to be
marked each reporting period. The resulting discount on the debt is amortized to
interest expense over the life of the related debt.


NOTE 9 STOCK ISSUED FOR SERVICES

The  Company  accounts  for  equity   instruments  issued  to  non-employees  in
accordance  with the provisions of SFAS No. 123R and Emerging  Issues Task Force
("EITF") Issue No. 96-18,  "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring,  or in  Conjunction  with Selling,  Goods or
Services".  All  transactions  in which goods or services are the  consideration
received for the issuance of equity  instruments  are accounted for based on the
fair  value  of the  consideration  received  or the fair  value  of the  equity
instrument issued whichever is more reliably measurable. The measurement date of
the fair value of the  equity  instrument  issued is the  earlier of the date on
which the  counter  party's  performance  is complete or the date on which it is
probable that performance will occur.

The  amounts  that have been  charged  against  income for those  services  were
approximately  $250,  $0 and $250 for the years ending March 31, 2007,  2006 and
since inception, respectively.

                                      F-11
<PAGE>




                                   SIGNATURES

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on our behalf  and in the  capacities  and on the dates
indicated.


                              ZANDARIA VENTURES, INC.
                    ----------------------------------------
                                  (Registrant)

Date: JULY 13, 2007



                               By: /s/ JASON SMART
                             ---------------------------------
                             Jason Smart, President and Director


     Pursuant to the  requirements  of the  Exchange  Act,  this Report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.


Signature                            Title                            Date

/s/ JASON SMART
-------------------------
Jason Smart                CEO, President & Director           July 13, 2007







                                       40