FonU2 (FONU) 10-Q/A 2009 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q-A2

____________________

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

For the quarterly period ended June 30, 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]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ] No [X]

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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:

August 6, 2009 - Common – 9,018,332

August 6, 2009:  Preferred – 500,000

PART I

Item 1.  Financial Statements

The financial statements of the registrant required to be filed with this 10-Q/A 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

	June 30, 2009 (Unaudited)		September 30, 2008
CURRENT ASSETS:
Cash and cash equivalents	$	38,443	$	16,967
Inventories		78,641		80,529
Total Current Assets		117,084		97,496
PROPERTY & EQUIPMENT, Net		638,716		650,693
TOTAL ASSETS	$	755,800	$	748,189
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	5,127	$	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		593,362		605,328
STOCKHOLDERS’ EQUITY:
Common Stock, $0.001 par value, 50,000,000 shares authorized, 9,018,332        and 8,213,332 shares issued and outstanding, respectively		9,018		8,213
Additional paid-in capital		2,663,952		1,730,771
Accumulated deficit		(2,480,532)		(1,596,123)
Total Stockholders’ Equity		162,438		142,861
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	755,800	$	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 Nine Months Ended
			June 30,				June 30,
			2009		2008		2009		2008
REVENUES
	Product Sales		$	61,789	$	77,887	$	219,779	$	195,884
	Internet Services			-		-		-		16,119
		Total Revenues		61,789		77,887		219,779		212,003
COST OF GOODS SOLD				37,283		43,303		124,865		107,100
		Gross Profit		24,506		34,584		94,914		104,903
OPERATING EXPENSES
	General and administrative expenses			639,313		152,093		940,950		460,951
	Advertising expense			3,683		7,381		9,210		16,026
	Website development expenses			-		4,310		-		13,921
	Depreciation expense			3,992		4,987		11,977		14,961
		Total Operating Expenses		646,988		168,771		962,137		505,859
		OPERATING LOSS		(622,482)		(134,187)		(867,223)		(400,956)
OTHER INCOME (EXPENSE)
	Interest income			124		19		461		948
	Interest expense			(5,882)		(6,763)		(17,647)		(17,647)
		Total Other Income
		(Expense)		(5,758)		(6,744)		(17,186)		(16,699)
NET LOSS			$	(628,240)	$	(140,931)	$	(884,409)	$	(417,655)
	BASIC AND DILUTED
	LOSS PER SHARE		$	(0.07)	$	(0.02)	$	(0.10)	$	(0.05)
	WEIGHTED AVERAGE
	NUMBER OF SHARES
	OUTSTANDING			9,018,332		8,163,332		8,584,449		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
Common stock issued for warrants exercised	305,000		305		75,945		-		76,250
Common stock issued for services	500,000		500		74,500		-		75,000
Fair value of warrants granted	-		-		305,565		-		305,565
Fair value of options granted	-		-		447,171		-		447,171
Net loss for the nine months
ended June 30, 2009	-		-		-		(884,409)		(884,409)
Balance,
June 30, 2009	9,018,332	$	9,018	$	2,633,952	$	(2,480,532)	$	162,438

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 Nine Months Ended June 30,
	2009		2008
OPERATING ACTIVITIES
Net loss	$	(884,409)	$	(417,655)
Adjustments to reconcile net loss to net cash      Used by operating activities:
Depreciation and amortization		11,977		14,961
Common stock used for services		75,000		-
Fair value of warrants		305,565		343,758
Fair value of options		447,171		-
Changes in operating assets and liabilities:
(Increase) decrease in inventory		1,888		4,357
(Increase) decrease in prepaid expenses		-		4,263
Increase (decrease) in current liabilities		(11,966)		(2,302)
Increase (decrease) in unearned revenue		-		(194)
Net Cash Used by Operating Activities		(54,774)		(52,812)
INVESTING ACTIVITIES		-		-
FINANCING ACTIVITIES
Common stock issued for cash		76,250		-
Net Cash Provided by Financing Activities		76,250		-
NET DECREASE IN CASH		21,476		(52,812)
CASH AT BEGINNING OF PERIOD		16,967		77,769
CASH AT END OF PERIOD	$	38,443	$	24,957
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	12,173	$	10,001
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

June 30, 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 June 30, 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 June 30, 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.

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.

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ZALDIVA, INC.

Notes to the Condensed Financial Statements

June 30, 2009 and September 30, 2008

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In May 2009, the FASB issued FAS 165, “Subsequent Events”.  This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of  FAS 165 did not have a material impact on the Company’s financial condition or results of operation. The Company has evaluated subsequent events through August 14, 2009, the date of issuance of the Company’s financial position and results of operations.

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s  first annual reporting period that begins after November 15,  2009. The Company does not expect the adoption of  FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R) ”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003),  Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s  first annual reporting period that begins after November 15,  2009. The Company does not expect the adoption of  FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of  FAS 168 to have an impact on the Compan y’s results of operations, financial condition or cash flows.

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ZALDIVA, INC.

Notes to the Condensed Financial Statements

June 30, 2009 and September 30, 2008

NOTE 4 – SIGNIFICANT EVENTS

On or about June 1, 2009, the Company issued a total of 500,000 “unregistered” and “restricted” shares of its common stock to three entities in consideration of services valued at a total of $75,000.

NOTE 5 – RESTATED FINANCIAL STATEMENTS

On or about December 21, 2009 the Board of Directiors of the Company concluded that the Company’s financial statements for the three months and the nine months ended June 30, 2009, should no longer be relied upon because of an error in such financial statements.  These financial statements did not disclose the granting to seven recipients on April 21, 2009, of options to purchase an aggregate of up to 1,810,000 shares of the Company’s common stock at a price of $0.25 per share, exercisable for eight years.

Due to an administrative oversight, the grant of the options was not reflected in the Company’s unaudited financial statements for the three month and nine month periods ended June 30, 2009.  The exclusion of these options resulted in an understatement of General and administrative expenses of $447,171 and an understatement of Additional Paid-in Capital of $447,171.   

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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 June 30, 2009 Compared to The Three Months Ended June 30, 2008.

During the quarterly period ended June 30, 2009, we received total revenues of $61,789, a decrease of $16,098, or approximately 20%, over our total revenues of $77,887 in the quarterly period ended June 30, 2008. 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 second calendar quarter of 2009 as compared to the year-ago period.  Costs of goods sold during these periods were $37,283 and $43,303, respectively. Cost of goods sold was approximately 60% and 56% of sales for 2009 and 2008, respectively.

Operating expenses increased to $646,988 during the quarterly period ended June 30, 2009, from $168,771 in the year-ago period.  This increase was due primarily to a increase of approximately 416% in general and administrative expenses, from $152,093 to $639,313, from the 2008 period to the 2009 period due to the issuance of options valued at $447,171.

For the three months ended June 30, 2009, we had a net loss of $628,240, or $0.07 per share as compared to a net loss of $140,931, or $0.02 per share during the June 30, 2008 period.  Included in operating expenses for the June 30, 2009 quarterly period was $523,564 for the value of compensatory options and warrants granted to our officers and directors, as compared to $114,586 in the quarterly period ended June 30, 2008.  Excluding this non-cash expense, our net loss would have been only $104,676 and $26,345 in 2009 and 2008, respectively.  The amortization of this expense ended in May, 2009.

For The Nine Months Ended June 30, 2009 Compared to The Nine Months Ended June 30, 2008.

During the nine months ended June 30, 2009, we received total revenues of $219,779, an increase of  $7,776, or approximately 4%,  over our total revenues of $212,003 for the nine months ended June 30, 2008. Costs of goods sold during these periods were $124,865 and $107,100, respectively. Cost of goods sold was approximately 57% and 51% of sales for 2009 and 2008, respectively.

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Operating expenses increased by approximately 90%, to $962,137 during the nine months ended June 30, 2009, from $505,859 in the year-ago period.  This increase is attributable to compensation expense associated with the issuance of options totaling $447,171.

For the nine months ended June 30, 2009, we had a net loss of $884,409, or $0.10 per share, as compared to a net loss of $417,655, or $0.05 per share during the June 30, 2008 period.   Included in operating expenses for 2009 was $305,565 for the value of compensatory warrants granted to our officers and directors and $447,171 for the value of compensatory options issued to our officers and directors; this figure was $343,758 in the 2008 period.  Excluding this non-cash expense, our net loss would have been only $131,673  in 2009 and $73,897 in 2008.  The amortization of this expense ended in May 2009.

Liquidity

The Company had cash on hand of $38,443 at June 30, 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 nine months ended June 30, 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 the re 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 June 30, 2009, our disclosure controls and procedures were not effective.  In connection with the preparation of our financial statements for the fiscal year ended September 30, 2009, we identified a deficiency that existed in the design or operation of our internal control over financial reporting that we consider to be a “material weakness.”  The Public Company Accounting Oversight Board has defined a material weakness as a “significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement on the annual or interim financial statements will not be prevented or detected.”

The material weakness identified relates to our recording, review and control of material information required to be included in our periodic Securities and Exchange Commission reports and our communication of such material information to our attorneys and accountants such that it can be properly disclosed in our periodic reports.  This material weakness resulted in failure to properly report and disclose information and matters affecting the

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Company’s financial statements for the three month and nine month periods ended June 30, 2009, and related footnotes.  This amended Quarterly Report on Form 10-Q-A2 is filed for the purpose of correcting these failures.

During the first quarter of our 2010 fiscal year, we took the following step to remediate the weakness identified under the subheading “Evaluation of disclosure controls and procedures” above:

Communication with corporate counsel and accountants prior to the adoption of any corporate resolution providing for the issuance of shares of our common stock, the granting of options and

other material events that require disclosure in our periodic Securities and Exchange Commission reports, and quarterly conferences with our counsel to ensure that all corporate actions undertaken during the prior quarter have been properly documented.

The Company will continue to monitor, assess and work to improve the effectiveness of its internal control procedures related to internal controls and financial reporting in order to comply with Section 404 of the Sarbanes Oxley Act of 2002.   

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 the fiscal quarter ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the first quarter of our 2010 fiscal year, we took the following step to remediate the weakness identified under the subheading “Evaluation of disclosure controls and procedures” above:

Communication with corporate counsel and accountants prior to the adoption of any corporate resolution providing for the issuance of shares of our common stock, the granting of options and

other material events that require disclosure in our periodic Securities and Exchange Commission reports, and quarterly conferences with our counsel to ensure that all corporate actions undertaken during the prior quarter have been properly documented.   We believe that this change will have a commensurate effect on our internal controls 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.

On or about June 1, 2009, the Company issued a total of 500,000 “unregistered” and “restricted” shares of its common stock to the three entities identified below, in consideration of services valued at a total of $75,000:

Name

No. of Shares

International Monetary

80,000

Biosystic Systems, Inc.

350,000

Jeffrey A. Olweean

 70,000

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These shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.

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.

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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:	January 12, 2010	By:	/s/Nicole Leigh
			Nicole Leigh, President and Director

Date:	January 12, 2010	By:	/s/Robert B. Lees
			Robert B. Lees, CFO, and Director

Date:	January 12, 2010	By:	/s/John A. Palmer, Jr.
			John A. Palmer, Jr., Secretary and Director

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