FonU2 (FONU) 10-Q 2009 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

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

For the quarterly period ended March 31, 2009

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

For the transition period from ____________ to____________

Commission File No.000-49652

ZALDIVA, INC.

(Exact name of Registrant as specified in its charter)

Florida	65-0773383
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

331 East Commercial Blvd.

Ft. Lauderdale, Florida 33334

 (Address of Principal Executive Offices)

(954)938-4133

 (Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [  ]      Accelerated filer [  ]     Non-accelerated filer [  ]    Smaller reporting company [X]

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

April 30, 2009 - Common – 8,518,332

April 30, 2009:  Preferred – 500,000

PART I

Item 1.  Financial Statements

The financial statements of the registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the financial statements fairly present the financial condition of the registrant.

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ZALDIVA, INC.

BALANCE SHEETS

ASSETS

	March 31, 2009 (Unaudited)		September 30, 2008
CURRENT ASSETS:
Cash and cash equivalents	$	57,924	$	16,967
Prepaid expenses		1,500		-
Inventories		82,393		80,529
Total Current Assets		141,817		97,496
PROPERTY & EQUIPMENT, Net		642,708		650,693
TOTAL ASSETS	$	784,525	$	748,189
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	7,745	$	17,093
Convertible preferred stock; $0.001 par value, 20,000,000 shares        Authorized, 500,000 shares issued and outstanding, respectively		588,235		588,235
Total Current Liabilities		595,980		605,328
STOCKHOLDERS’ EQUITY:
Common Stock, $0.001 par value, 50,000,000 shares authorized, 8,518,332        and 8,213,332 shares issued and outstanding		8,518		8,213
Additional paid-in capital		2,035,888		1,730,771
Accumulated deficit		(1,855,861)		(1,596,123)
Total Stockholders’ Equity		188,545		142,861
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	784,525	$	748,189

The accompanying condensed notes are an integral part of these interim financial statements.

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ZALDIVA, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

			For the Three Months Ended				For the Six Months Ended
			March 31,				March 31,
			2009		2008		2009		2008
REVENUES
	Product Sales		$	62,903	$	66,345	$	157,990	$	117,997
	Internet Services			-		7,039		-		16,119
		Total Revenues		62,903		73,384		157,990		134,116
COST OF GOODS SOLD				34,597		38,905		87,582		63,797
		Gross Profit		28,306		34,479		70,408		70,319
OPERATING EXPENSES
	General and administrative expenses			127,386		158,035		273,590		308,857
	Professional fees			7,786		-		31,548		-
	Advertising expense			3,079		5,200		5,527		8,647
	Website development expenses			-		190		-		9,611
	Depreciation expense			3,992		4,987		7,985		9,974
		Total Operating Expenses		142,244		168,412		318,650		337,089
		OPERATING LOSS		(113,937)		(133,933)		(248,242)		(266,770)
OTHER INCOME (EXPENSE)
	Interest income			125		400		268		929
	Interest expense			(5,882)		(5,000)		(11,765)		(10,884)
		Total Other Income
		(Expense)		(5,757)		(4,600)		(11,497)		(9,955)
NET LOSS			$	(119,694)	$	(138,533)	$	(259,738)	$	(276,725)
	BASIC AND DILUTED
	LOSS PER SHARE		$	(0.01)	$	(0.02)	$	(0.03)	$	(0.03)
	WEIGHTED AVERAGE
	NUMBER OF SHARES
	OUTSTANDING			8,518,332		8,163,332		8,367,508		8,163,332

The accompanying condensed notes are an integral part of these interim financial statements.

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ZALDIVA, INC.

Statements of Stockholders' Equity

(Unaudited)

				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit		Equity
Balance, September 30, 2007	8,163,332	$	8,163	$	1,247,477	$	(1,027,126)	$	228,514
Common stock issued for cash	50,000		50		24,950		-		25,000
Fair value of warrants granted	-		-		458,344		-		458,344
Net loss for the year
ended September 30, 2008	-		-		-		(568,997)		(568,997)
Balance, September 30, 2008	8,213,332		8,213		1,730,771		(1,596,123)		142,861
Warrants exercised	305,000		305		75,945		-		76,250
Fair value of warrants granted	-		-		229,172		-		229,172
Net loss for the six months
ended March 31, 2009	-		-		-		(259,738)		(259,738)
Balance,
March 31, 2009	8,518,332	$	8,518	$	2,035,888	$	(1,855,861)	$	188,545

The accompanying condensed notes are an integral part of these interim financial statements.

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ZALDIVA, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended March 31,
	2009		2008
OPERATING ACTIVITIES
Net loss	$	(259,738)	$	(276,725)
Adjustments to reconcile net loss to net cash      Used by operating activities:
Depreciation, depletion and amortization		7,985		9,974
Fair value of warrants		229,172		229,172
Changes in operating assets and liabilities:
(Increase) decrease in inventory		(1,864)		17,156
(Increase) decrease in prepaid expenses		(1,500)		2,500
Increase (decrease) in current liabilities		(9,348)		(8,473)
Increase (decrease) in unearned revenue		-		(97)
Net Cash Used by Operating Activities		(35,293)		(26,493)
INVESTING ACTIVITIES		-		-
FINANCING ACTIVITIES
Common stock issued for cash		76,250		-
Net Cash Provided by Financing Activities		76,250		-
NET DECREASE IN CASH		40,957		(26,493)
CASH AT BEGINNING OF PERIOD		16,967		77,769
CASH AT END OF PERIOD	$	57,924	$	51,276
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	7,173	$	5,000
Income taxes	$	-	$	-

The accompanying condensed notes are an integral part of these interim financial statements.

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ZALDIVA, INC.

Notes to the Condensed Financial Statements

March 31, 2009 and September 30, 2008

NOTE 1 -

CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2008 audited financial statements.  The results of operations for the periods ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 -

GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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ZALDIVA, INC.

Notes to the Condensed Financial Statements

March 31, 2009 and September 30, 2008

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 from those estimates.

Recent Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.

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Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Results of Operation

For The Three Months Ended March 31, 2009 Compared to The Three Months Ended March 31, 2008.

During the quarterly period ended March 31, 2009, we received total revenues of $62,903, a decrease of $10,481, or approximately 14%, over our total revenues of $73,384 in the quarterly period ended March 31, 2008. During the quarter ended March 31, 2009, all of our revenue was derived from collectible and comic book sales, as compared to the year-ago period, in which approximately 10% of our revenue was from internet services.  We have focused our marketing on collectibles and comic book sales.  The decreased sales were the result of a generally worse retail environment in the first calendar quarter of 2009 as compared to the year-ago period. Costs of goods sold during these periods were $34,597 and $38,905, respectively. Cost of goods sold was approximately 55% and 53% of sales for 2009 and 2008, respectively.

Operating expenses decreased to $142,244 during the quarterly period ended March 31, 2009, from $168,412 in the year-ago period.  This decrease was due primarily to a decrease of approximately 19% in general and administrative expenses, from $158,035 to $127,386, from the 2008 period to the 2009 period.  In addition, website development expenses decreased to $0, from $190 in the comparable period in 2008.  Again, this change reflects our decision to focus all of our operations on collectibles and comic sales. We were not able to generate any revenues from website development and hosting services.  

For the three months ended March 31, 2009, we had a net loss of $119,694, as compared to a net loss of $138,533 during the March 31, 2008, period. Included in operating expenses for both 2009 and 2008 was $114,586 for the value of compensatory warrants granted to our officers and directors. Excluding this non cash expense our net loss would have been only $5,108 and $23,947 in 2009 and 2008, respectively.  The amortization of this expense will continue until May, 2009.

For The Six Months Ended March 31, 2009 Compared to The Six Months Ended March 31, 2008.

During the six months ended March 31, 2009, we received total revenues of $157,990, an increase of $23,874, or approximately 18%,  over our total revenues of $134,116 for the six months ended March 31, 2008. During the six months ended March 31, 2009, all of our revenue was derived from collectible and comic book sales, as compared to the year-ago period, in which approximately 12% of our revenue was from internet services.  This change reflects the narrowing of our focus to collectibles and comic book sales.  The increased

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sales were the result of our marketing efforts which have expanded the public awareness of our retail store. Costs of goods sold during these periods were $87,582 and $63,797, respectively. Cost of goods sold was approximately 55% and 48% of sales for 2009 and 2008, respectively because we did not have any website development revenues in 2009.

Operating expenses decreased by approximately 5.5%, to $318,650 during the six months ended March 31, 2009, from $337,089 in the year-ago period.  This decrease was due partly to a decrease in website development expenses to $0, from $9,611 in the comparable period in 2008.  Again, this change reflects our focus on collectibles and comic book sales and to lack of revenues from our website development and hosting services.  

For the six months ended March 31, 2009, we had a net loss of $259,738, as compared to a net loss of $276,725 during the March 31, 2008 period. Included in operating expenses for both 2009 and 2008 was $229,172for the value of compensatory warrants granted to our officers and directors. Excluding this non cash expense our net loss would have been only $30,566 and $47,553 in 2009 and 2008, respectively.  The amortization of this expense will continue until May, 2009.

Liquidity

The Company had cash on hand of $57,924 at March 31, 2009. We believe that this cash on hand  may not be sufficient to meet our expenses through the end of our 2009 fiscal year.  

Our revenues tend to increase significantly in the Thanksgiving to Christmas holiday season.  If we are not able to sustain an operating profit, we expect that we will have to raise money again by selling shares of common stock or through loans. Financing for the Company's activities to date has been primarily provided by issuance of common or preferred stock for cash and for services. During the six months ended March 31, 2009, we received $76,250 upon the exercise of 305,000 warrants at $0.25 per share.  Our ability to achieve a level of profitable operations and/or additional financing may affect our ability to continue as a going concern.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4T.  Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2009, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Changes in internal control over financial reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A.  Risk Factors.

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None; not applicable.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

None; not applicable.

Item 5. Other Information.

None; not applicable.   

Item 6. Exhibits.

Exhibit No.                        Identification of Exhibit

31.1    31.2    32 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Nicole Leigh, President and Director.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Robert B. Lees, Chief Financial Officer and Director.
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Nicole Leigh, President and Robert B. Lees, Chief Financial Officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

ZALDIVA, INC.

Date: May 12, 2009 By: /s/Nicole Leigh

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Nicole Leigh, President and Director

Date:	May 12, 2009	By:	/s/Robert B. Lees
			Robert B. Lees, CFO, and Director

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