FonU2 10K 2011 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: September 30, 2011

[ ] 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 000-49652

ZALDIVA, INC.

(Exact Name of registrant as specified in its charter)


Nevada	65-0773383
(State or other Jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

331 East Commercial Blvd.

Ft. Lauderdale, Florida 33334

(Address of Principal Executive Offices)

(954) 938-4133

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:



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]

State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant's most recently completed second fiscal quarter.

March 31, 2011 - $1,181,634.30. There are approximately 6,564,635 shares of common voting stock of the Registrant beneficially owned by non-affiliates. There is a limited public market for the common stock of the Registrant, so this computation is based upon the closing sale price of $0.09 per share of the Registrant's common stock on the OTC Bulletin Board on March 31, 2011, adjusted to $0.18 per share on a pro forma basis.*

* Unless indicated otherwise, all figures contained in this Annual Report reflect the de facto one-for-two reverse split of the Company’s issued and outstanding common and preferred stock that occurred in connection with the Company’s change of domicile from Florida to Nevada. This reverse split was effectuated under state law by filing Articles of Merger with the States of Florida and Nevada on December 2, 2011. These changes were effectuated on the OTC Bulletin Board as of the open of business on January 9, 2012.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Not applicable.

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

January 9, 2012: Common – 9,097,420

January 9, 2012: Preferred – 250,000

Documents incorporated by reference: See Item 15.

PART I

ITEM 1. BUSINESS

Description of Business

Zaldiva, Inc., a Nevada corporation (the "Company," "we" or "us"), is in the business of selling comic books, toys and collectible items at our retail location at 331 East Commercial Blvd., Ft. Lauderdale, Florida, and through our web sites, Zaldiva.com, and Zaldivacomics.com and on eBay. We held the grand opening of our "brick-and-mortar" retail location in December 2006. In the future, we may also acquire other companies offering similar products and services to those that we currently offer. At such time as we enter into a definitive transaction, we will file a Current Report on Form 8-K disclosing its terms.

Our retail location at 331 E Commercial Blvd, Ft. Lauderdale, FL 33334 officially opened for business on November 24, 2006.

Comic Books and Related Collectibles.

Comic books have been around at least as long as movies have. According to The Overstreet Comic Book Price Guide’s regular publication The Golden Age Quarterly, 1933 saw the publication of the first comic book in the size that would subsequently define the format. Credit for the first comic book ever created typically goes to Richard Fenton Outcalt's creation, "The Yellow Kid," in 1896. Outcalt essentially synthesized what had been made before him and introduced a new element, the balloon, a space where he wrote what the characters said, and that pointed to their mouth with a kind of tail.

From that point, the basis for a brand-new kind of art was set, and the adventure began. In the first decades of their life, comic books were primarily for children’s amusement, and this explains the name they carry today in the English language.

Presently, the comic book industry is still going strong more than 100 years after its birth. With advances like computer generated images (CGI), today's movie screens are filled with stories from comic books. In recent times, we have experienced such blockbuster movie hits as the "Batman" saga; "Spawn," which had its own animated series on HBO; "Spider-Man"; "X-Men" and "X-Men 2"; "The Hulk"; "The League of Extraordinary Gentlemen"; "DareDevil"; "Hellboy," "The Punisher" and "Electra". Many television shows have also sprung from the pages of comic books, most notably, "Smallville."

This unlimited market transcends all barriers, including age, race and gender, and also language, since most shows and movies are released in dubbed versions world-wide. Movies are released twice, first at the theater and then again in DVD and/or VHS format. The comic books themselves create a demand for collectible items; and the movies and televisions shows create even more of a demand. A popular comic book can, and often does, spawn hundreds of items to be collected and adored by its fans. We are engaged in the business of selling those items – everything from the comic book to the movie adaptation softcover book, and from the t-shirt to the prop replicas for the die-hard fans.

Traditional Marketing.

Since the grand opening of our brick-and-mortar retail location in December 2006, our operations have taken a more traditional marketing approach. The Company has taken out advertisements in local papers read by our target audience and we have also purchased radio spots on high-school and college radio stations. Flyers have been passed out as well as cooperatively placed in local businesses and restaurants. A costumed character has also been hired to wave to the traffic passing by in front of the store. More than 65,000 cars pass the location each day on their way to the highway entrance, so the sign on the building itself is a huge and effective form of advertisement.

We have also had success with sales on eBay. The Company is an eBay PowerSeller, which requires us to meet high sales volume and seller ratings requirements (minimum of 98% positive feedback over the last 12 months).

Zaldiva.com

Advertisement for our web site is done through search engines, banner exchange programs and opt-in e-mail activities – all designed to drive traffic to our site. Weekly specials and featured items are regularly created to increase return traffic.

Events subsequent to the year end

On December 2, 2011, which is subsequent to the end of the period that is covered by this Report, the Company’s stockholders approved the Company’s change of domicile from the state of Florida to the state of Nevada. The change of domicile was effectuated by merging the company into the Company’s wholly owned subsidiary, Zaldiva, Inc., a Nevada corporation (“Zaldiva Nevada”), with every share of the Company’s common and preferred stock automatically being converted into one-half of one corresponding share of Zaldiva Nevada, and with all fractional shares that would otherwise result from such conversion being rounded up to the nearest whole share. The Company filed Articles of Merger in the States of Florida and Nevada on December 2, 2011. The change of

domicile and reverse split were effectuated on the OTC Bulletin Board as of the open of business on January 9, 2012. Unless indicated otherwise herein, all disclosures in this Annual Report reflect the Company’s change of domicile from Florida to Nevada and the accompanying one-for-two reverse split.

Principal Products or Services and Their Markets

Our principal products are the comic books, toys and collectibles that we sell from our store in Ft. Lauderdale, Florida and through our web site (www.zaldiva.com) and on eBay. Zaldiva has maintained an e-commerce web presence through Zaldiva.com since July of 1997. Experience and a very low overhead are Zaldiva's principal advantages in this area.

In our comic books business, we sell pop-culture comic book related collectibles, that primarily include action figures, dolls, statues, die-cast vehicles, T-shirts, books, magazines, posters and lithographs, household decor and decorative items, board and card games, caps and hats, licensed advertisements, plush toys, and some sports memorabilia. As the difficult economy has caused more people to sell their collectibles to help make ends meet, we have found a very reliable stream of products coming through our doors. We have also had increased success with the acquisition of collectibles at estate sales.

The only services related to our comic book and related collectibles business provided by us are those services regarding newsletter subscriptions and/or free email accounts.

Distribution Methods of the Products or Services

All items sold in our comic book and related collectibles business are sold on our online stores at Zaldiva.com and ZaldivaComics.com and eBay and, since December 2006, in our retail store in Ft. Lauderdale, Florida.

In November 2003, we began accepting PayPal and eChecks from Authorize.net as payment for our products (in addition to traditional credit card payments). This has allowed us to make non-U.S. sales with ease, and these payment methods have proven beneficial to us.

Status of any Publicly Announced New Product or Service

Zaldiva does not currently have any new product/service that has been publicly announced.

Competitive Business Conditions and Smaller Reporting Company's Competitive Position in the Industry and Methods of Competition

The comic book and collectible retailing industry is no more or less competitive than any other mainstream retail business. Our competitors include other brick-and-mortar and online retailers of comics, toys and collectibles. Zaldiva.com Comics & Collectibles does however have several advantages in the current market.

No. 1: Location

Zaldiva.com Comics & Collectibles is located on the east side of the Greater Ft. Lauderdale area where there are few current competitors.

No. 2: Location/Heavy Traffic

Commercial Blvd. is a heavily traveled road which runs east and west through Ft. Lauderdale and the surrounding cities. There is no highway to take travelers east and west in this section of the city, so Commercial Blvd. is most often used. The store is located about one-half mile east of the extremely busy Commercial Blvd. entrances and exits to I95. This location puts at least 65,000 cars in front of the store each day. Zaldiva’s largest competitor is about eight miles west of our store. Many people who live on the east side of Ft. Lauderdale and surrounding cities have had to travel through heavy traffic to this competitor for the past decade – simply because there was no choice. Our store makes it easy not only for those living on the East side to get their collectibles, but for people to the south (the Hollywood/Miami areas) and to the north (the Boca Raton/Palm Beach areas) because of our proximity to the highway (I95).

No. 3: Knowledge and Attitude

We KNOW and love comics and collectibles. Other stores hire cheap labor to put behind the counter – and it shows. Zaldiva’s customers receive a warm and genuinely friendly greeting when they arrive. All of their questions are answered. We can find a common interest with anyone that walks in and run with it. We can recommend comics books based upon their interests. If they haven’t read a comic in years, we can get them up to speed. All of these things result in return customers. Many customers fly through our recommended books and return within days to get the next issue/volume or to get yet another recommendation.

No. 4: Our Online Store

No other local shops currently provide an online purchase/in-store pick up option. No other local shops even offer their full line of products both online and in-store – so we are unique in that area. The web-site is maintained by Zaldiva, so the overhead is minimal.

Sources and Availability of Raw Materials and Names of Principal Suppliers

Zaldiva does not use any raw materials in its operations.

Dependence on One or a Few Major Customers

None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

Need for any Governmental Approval of Principal Products or Services

None; not applicable. However, see the caption "Effect of Existing or Probable Governmental Regulations on Business," below.

Effect of Existing or Probable Governmental Regulations on the Business

Zaldiva is subject to general business laws, rules and regulations, as well as laws, rules and regulations relating to the Internet and e-commerce. These regulations may cover issues such as privacy, taxation, intellectual property, content, consumer protection and products liability. Compliance with these regulations may be expensive and time consuming and may impact our profitability in the future.

Smaller Reporting Company

We are subject to the reporting requirements of Section 13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation relieves us of some of the informational requirements of Regulation S-K.

Sarbanes/Oxley Act

We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act has substantially increased our legal and accounting costs.

Securities Exchange Act of 1934, as amended (the “Exchange Act”) Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide the Company’s shareholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the Company’s shareholders.

We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

Research and Development Costs During the Last Two Fiscal Years

Zaldiva has not spent any money on research and development and we do not anticipate any need in the foreseeable future to spend resources on research and development.

Cost and Effects of Compliance with Environmental Laws

Since the nature of its business is retail sales and marketing, Zaldiva does not believe that it will have any environmental compliance concerns.

Number of Total Employees and Number of Full Time Employees

As of January 6, 2012, Zaldiva had three full-time and three part-time employees. They are not part of any union, and we believe that our relationships with them are good.

Additional Information

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports, proxy statements and registration statements that we have filed electronically with the SEC at its web site at www.sec.gov. Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms. The Company’s SEC Reports are also available from commercial document retrieval services, such as Corporation Service Company, whose telephone number is 1-800-222-2122.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not required for smaller reporting companies.

ITEM 2: PROPERTIES

In September 2004, we purchased a property located at 331 East Commercial Boulevard in Fort Lauderdale, Florida. The property is situated in a high-traffic commercial residential area. We have renovated and expanded the property, which is now being used as a retail location for higher-end collectibles. We opened the property for business on November 24, 2006, and had our grand opening on December 16, 2006.

The property consists of approximately 1600 to 1700 square feet. We purchased the property for approximately $239,000 cash, using the proceeds from a private placement of preferred stock. The total cost of renovation was

approximately $415,000.

ITEM 3: LEGAL PROCEEDINGS

Zaldiva is not a party to any pending legal proceeding. To the best of our knowledge, no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive officer or affiliate of Zaldiva or owner of record or beneficially of more than five percent of our common stock is a party adverse to Zaldiva or has a material interest adverse to us in any proceeding.

ITEM 4: (REMOVED AND RESERVED)

PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the OTC Bulletin Board under the symbol "ZLDV", with quotations that commenced in April 2003; however, the market for shares of our common stock is extremely limited. No assurance can be given that the present limited market for our common stock will continue or will be maintained.

For any market that develops for our Company’s common stock, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market. Present members of management have already satisfied the six month holding period of Rule 144 for public sales of their respective holdings in our Company in accordance with Rule 144.

A minimum holding period of six months is required for resales under Rule 144. In addition, affiliates of the Company must comply with certain other requirements, including publicly available information concerning our Company; limitations on the volume of “restricted securities” which can be sold in any ninety (90) day period; the requirement of unsolicited broker’s transactions; and the filing of a Notice of Sale on Form 144.

The high and low closing bid prices for shares of our common stock of for each quarter within the last two fiscal years, or the applicable period when there were quotations are as follows:


Period	High*	Low*
October 1, 2009 through December 31, 2009	$0.17	$0.06

January 1, 2010 through March 31, 2010	$0.18	$0.08

April 1, 2010 through June 30, 2010	$0.11	$0.08

July 1, 2010 through September 30, 2010	$0.44	$0.02

October 1, 2010 through December 31, 2010	$0.34	$0.14

January 1, 2011 through March 31, 2011	$0.20	$0.10

April 1, 2011 through June 30, 2011	$0.26	$0.06

July 1, 2011 through September 30, 2011	$0.10	$0.02

* These prices retroactively reflect the de facto one-for-two reverse split of our common stock that occurred in connection with our change of domicile from Florida to Nevada, which was effectuated under state law

on December 2, 2011. The reverse split was effectuated on the OTC Bulletin Board as of the open of business on January 9, 2012.

These bid prices were obtained from OTC Markets Group, Inc. and do not necessarily reflect actual transactions, retail markups, mark downs or commissions.

No assurance can be given that any "established public market" will develop in the common stock of the Company, or if any such market does develop, that it will continue or be sustained for any period of time.

Holders

The number of record holders of the Company’s common stock as of the date of this Report is approximately 155, not including an indeterminate number who may hold shares in “street name.”

Dividends

Zaldiva has not declared any cash dividends with respect to its common stock, and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

Our Preferred Stock holders are entitled to receive dividends at a rate of 4% of the Liquidation Preference per share per annum, payable quarterly on January 1, April 1, July 1, and October 1. Any dividends that are not paid within three trading days following the date payable, shall continue to accrue and shall entail a late fee at the rate of 18% per annum. During the year ended September 30, 2011, and 2010, we paid all dividends in cash of $20,000, with none in arrears.

Securities Authorized for Issuance under Equity Compensation Plans


Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	905,000	$0.50	95,000
Total	905,000	$0.50	95,000

Recent Sales of Unregistered Securities

During the fiscal year ended September 30, 2011, we have not issued any unregistered securities that have not already been disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Purchases of Equity Securities by Us and Affiliated Purchasers

ISSUER PURCHASES OF EQUITY SECURITIES


Period	(a) Total Number of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may yet be Purchased Under the Plans or Programs
Month #1 July 1, 2011, through July 31, 2011	-0-	-0-	-0-	-0-
Month #2 August 1, 2011, through August 31, 2011	-0-	-0-	-0-	-0-
Month #3 September 1, 2011, through September 30, 2011	-0-	-0-	-0-	-0-
Total	-0-	-0-	-0-	-0-

ITEM 6: SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

Statements made in this Annual 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 business of our Company, 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 Company’s 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 our Company conducts 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 Company’s operations, products, services and prices.

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. Our Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Liquidity and Capital Resources

Zaldiva had cash and cash equivalents of $36,933 as of September 30, 2011, and total current assets of $96,966; total current liabilities of $604,498; and a total stockholders’ equity of $120,049. We used cash of $130,519 and

$192,759 for our operating activities during the fiscal years ended September 30, 2011, and 2010, respectively. We used cash in investing activities of $27,725 during the year ended September 30, 2011. We received $25,000 and $350,000, respectively, in proceeds from financing activities during those periods. We expect that our cash on hand of $36,933 at September 30, 2011, will be insufficient to fund our operations through the end of our 2012 fiscal year, and that we will be required to raise additional capital through the sale of debt or equity securities in order to meet our operating expenses.

Results of Operations

For the years ended September 30, 2011, and 2010, we had total revenues of $193,660 and $230,599, respectively. All of our revenues during these periods were derived from retail sales of comics and collectibles. The items that we sell are considered to be discretionary purchases. As a result, the number of such purchases during a given time period is very dependent upon the general state of the economy. In the negative economic environment of 2011, we saw our sales decline by approximately 16 percent from 2010 figures.

Cost of goods sold decreased to $100,203 in the fiscal year ended September 30, 2011, from $114,769 in the prior fiscal year. This decrease largely reflects our declining sales figures in the 2011 fiscal year. However, we were also able to decrease cost of goods sold as a percentage of revenue from product sales. Cost of goods sold increased slightly to 51% in 2011, from 50% of product sales in 2010.

Our operating expenses increased to $490,832 in fiscal 2011, from $476,261, in fiscal 2010. This increase of approximately 3% stems from a slight increase in general and administrative, professional fees and depreciation expense from the year-ago period. Net loss totaled $454,668 ($0.05 per share) for the fiscal year ended September 30, 2011, as compared to a net loss of $374,968 ($0.06 per share) for the fiscal year ended September 30, 2010.

Off-Balance Sheet Arrangements

Zaldiva had no off-balance sheet arrangements during the periods covered by this Annual Report and the financial statements that accompany this Annual Report.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ZALDIVA, INC.

FINANCIAL STATEMENTS

September 30, 2011 and 2010

C O N T E N T S

Report of Independent Registered Public Accounting Firm..…….……………………….12

Balance Sheets…………………………………………………….……………………13

Statements of Operations……………….………….…………….……………………...14

Statement of Stockholders’ Equity ………..…….…………….…………………………15

Statements of Cash Flows…………………………………………………….…………16

Notes to the Financial Statements…………………..……………………………………17

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Zaldiva, Inc.

Ft. Lauderdale, Florida

We have audited the accompanying balance sheets of Zaldiva, Inc. as of September 30, 2011 and 2010 and the related statements of operations, stockholders' equity, and cash flows for the years ended September 30, 2011 and 2010. 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 audit.

We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zaldiva, Inc. as of September 30, 2011 and 2010, and the results of operations and cash flows for the years ended September 30, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Zaldiva, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced recurring losses. These issues raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

/s/Mantyla, McReynolds, LLC

Mantyla, McReynolds, LLC

January 9, 2012

Salt Lake City, Utah

ZALDIVA, INC.

BALANCE SHEETS


			September 30, 2011			September 30, 2010
CURRENT ASSETS

	Cash and cash equivalents		$	36,933	$	170,177
	Prepaid expenses			7,069		-
	Deposits			-		23,214
	Inventories			52,964		68,700

		Total Current Assets		96,966		262,091

PROPERTY & EQUIPMENT, Net				627,580		619,347

		TOTAL ASSETS	$	724,546	$	881,438


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

	Accounts payable and accrued expenses		$	16,262	$	23,264
	Convertible notes payable, net			-		38,226
	Convertible preferred stock; $0.001 par value,
	20,000,000 shares authorized, 250,000 shares
	issued and outstanding, respectively			588,235		588,235

		Total Current Liabilities		604,497		649,725

STOCKHOLDERS' EQUITY

	Common stock; $0.001 par value, 2,000,000,000
	shares authorized, 9,097,420 and 7,596,666 shares
	issued and outstanding, respectively			9,097		7,597
	Additional paid-in capital			3,463,767		3,122,263
	Accumulated deficit			(3,352,815)		(2,898,147)

		Total Stockholders' Equity		120,049		231,713

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	724,546	$	881,438

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

ZALDIVA, INC.

STATEMENTS OF OPERATIONS


			For the Years Ended
			September 30,
			2011		2010

REVENUES			$	193,660	$	230,599
COST OF SALES				100,203		114,769
GROSS PROFIT				93,457		115,830

OPERATING EXPENSES

	General and administrative expenses			188,041		188,161
	Professional fees			283,299		272,725
	Depreciation expense			19,492		15,375

		Total Operating Expenses		490,832		476,261

OPERATING LOSS				(397,375)		(360,431)

OTHER INCOME (EXPENSE)

	Interest income			751		159
	Interest expense			(58,044)		(70,946)
	Gain on settlement of liability			-		56,250

		Total Other Income (Expense)		(57,293)		(14,537)

LOSS BEFORE INCOME TAXES				(454,668)		(374,968)
PROVISION FOR INCOME TAXES				-		-
NET LOSS			$	(454,668)	$	(374,968)

BASIC AND DILUTED LOSS PER SHARE			$	(0.05)	$	(0.06)

BASIC AND DILUTED WEIGTHED AVERAGE NUMBER OF SHARES
	OUTSTANDING			8,837,394		5,926,587

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

ZALDIVA, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit		Equity

Balance, September 30, 2009	4,509,166		4,509	$	2,638,461	$	(2,523,179)	$	119,791

Exercise of cashless warrants	595,834		596		5,362		-		5,958

Common stock issued for services	616,666		617		92,134		-		92,751

Fair value of options granted	-		-		38,181		-		38,18156

Common stock issued for cash	1,875,000		1,875		273,125		-		275,000

Beneficial conversion feature	-		-		75,000		-		75,000

Net loss for the year
ended September 30, 2010	-		-		-		(374,968)		(374,968)

Balance, September 30, 2010	7,596,666		7,597		3,122,263		(2,898,147)		231,713

Fair value of options granted	-		-		184,387		-		184,387

Common stock issued for debt	1,125,754		1,125		77,492		-		78,617

Common stock issued for cash	125,000		125		24,875		-		25,000

Common stock issued for services	250,000		250		54,750		-		55,000

Net loss for the year ended September 30, 2011	-		-		-		(454,668)		(454,668)

Balance, September 30, 2011	9,097,420	$	9,097	$	3,463,767	$	(3,352,815)	$	120,049

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

ZALDIVA, INC.

STATEMENTS OF CASH FLOWS


				For the Year Ended
				September 30,
				2011		2010
OPERATING ACTIVITIES
	Net loss			$	(454,668)	$	(374,968)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Depreciation expense			19,492		15,375
		Common stock issued for services			53,340		92,750
		Exercise of cashless warrants			-		5,958
		Fair value of warrant and options			178,976		38,182
		Amortization of beneficial conversion feature			36,774		38,226
		Gain on settlement of liability			-		(56,250)
	Changes in operating assets and liabilities
		Inventory			15,736		279
		Deposits			23,214		(23,214)
		Current liabilities			(3,383)		70,903
			Net Cash Used in Operating Activities		(130,519)		(192,759)

INVESTING ACTIVITIES

	Purchase of property and equipment				(27,725)		-
			Net Cash Used in Investing Activities		(27,725)		-

FINANCING ACTIVITIES

	Proceeds from related party payables				-		66,000
	Repayments of related party payables				-		(66,000)
	Proceeds from convertible note payable				-		75,000
	Common stock issued for cash				25,000		275,000
		Net Cash Provided by Financing Activities			25,000		350,000

NET INCREASE (DECREASE) IN CASH					(133,244)		157,241
CASH AT BEGINNING OF YEAR					170,177		12,936

CASH AT END OF YEAR				$	36,933	$	170,177

SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$	20,000	$	30,375
		Income Taxes		$	-	$	-
	NON CASH FINANCING ACTIVITIES:
		Stock issued to settle debt and interest		$	78,617	$	-
		Stock issued for prepaid expenses			234,568		-

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

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Background

The Company incorporated under the laws of the State of Florida on August 11, 1997 as Zaldiva Cigarz & Newz. In October 2001 the Company amended its Articles of Incorporation to change its name to Zaldiva, Inc. and to change its authorized capital. The Company is in the principal business of selling comic books, toys and collectible items at its retail location in Ft. Lauderdale, Florida, and through the web sites, Zaldiva.com and Zaldivacomics.com. The Company also has performed services such as web design, hosting and IT services. The Company has featured products from wholesalers through the Internet since July of 1997. The majority of customer service issues are handled through individual affiliate partners, who are large online retailers with links from the Company's website to their own. These affiliates use Zaldiva.com as a marketing source. As customers purchase products as a result of a referral, the Company earns a commission on the sale.

The financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles. The following summarizes the Company’s significant accounting policies:

Use of Estimates and Accounting Basis

The preparation of financial statements in conformity with U.S. 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. The Company’s cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company seldom maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $-0- of cash balances in excess of federally insured limits at September 30, 2011 and 2010, respectively.

Cash and Cash Equivalents

Cash is comprised of cash on hand or on deposit in banks. The Company considers highly liquid investments with original maturities to the Company of three months or less to be cash equivalents. The Company had cash of $36,933 and $170,177 as of September 30, 2011 and 2010 respectively.

Inventory

Inventory is recorded at the lower of cost or market (net realizable value) using the first-in, first-out (FIFO) method. The inventory on hand as of September 30, 2011 and 2010 consists of collectibles and memorabilia recorded at a cost of $52,964 and $68,700, respectively. This inventory is listed and described on the Company's web site where it is available for sale.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided using the straight-line methods over the useful lives of the related assets. Expenditures for maintenance and repairs are charged to expense as incurred. The Company currently leases two servers under an operating lease. The Company pays $400 on a month-to-month basis.


Life
Equipment	3-7 Years
Building Improvements	5 Years
Building	39 Years

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

FASB ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under FASB ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under FASB ASC 820-10-55 must maximize the use of observable inputs and minimize the use of unobservable inputs. In accordance with ASC 820, the carrying value of cash and cash equivalents and accounts payable approximates fair value due to the short-term maturity of these instruments. The standard also describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, loans payable, and accounts payable and accrued expenses, approximate their fair market value based on the short-term maturity of these instruments.

Valuation of Long-Lived Assets

Long-lived tangible assets and definite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company uses an estimate of undiscounted future net cash flows of the assets over the remaining useful lives in determining whether the carrying value of the assets is recoverable. If the carrying values of the assets exceed the expected future cash flows of the assets, the Company recognizes an impairment loss equal to the difference between the carrying values of the assets and their estimated fair values.

Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent from other groups of assets. The evaluation of long-lived assets requires the Company to use estimates of future cash flows. However, actual cash flows may differ from the estimated future cash flows used in these impairment tests. As of September 30, 2011, management does not believe any of the Company’s assets were impaired.

Revenue Recognition

The Company applies the provisions of FASB ASC 605, "Revenue Recognition in Financial Statements" and SEC Staff Accounting Bulletin (SAB) Number 104, “Revenue Recognition,”, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (Continued)

Revenue on memorabilia sales is recognized as products are delivered to the customer or retailer. The Company records accounts receivable for sales which have been delivered but for which money has not been collected. As most sales are internet based sales or cash sales at the retail store where payment is collected at the time of sales, the balance uncollected as of September 30, 2011 and 2010 was $-0-.

The Company established and published a policy which allows customers to return most purchased items within 15 days of order for a full refund. All returns or exchanges must be accompanied by an original invoice or sales receipt. The Company will pay for return shipping costs if the return is a result of Company error. As of September 30, 2011 and 2010, the Company had return transactions totaling $-0- and $220 within the 15 day return period. No allowance for returns has been recorded as of September 30, 2011 and 2010.

Software/Web Site Costs

Costs incurred in the development of software products for in-house use are to be capitalized and amortized over its useful life. Costs related to planning, implementation or operating activities are expensed as incurred. The cost of web site development and maintenance has been expensed as incurred as part of the Company's ongoing operations.

Share-based Compensation

The Company follows the provisions of ASC 718, “Share-Based Payment.” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes pricing model for determining the fair value of stock based compensation.

Equity instruments issued to non-employees for goods or services are accounted for at either the fair market value of the goods and services rendered or on the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASC 505-50-30.

Income Taxes

The Company accounts for income taxes under the asset and liability method. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not of being sustained if the position were to be challenged by a taxing authority. The Company has examined the tax positions taken in its tax returns and determined that there are no uncertain tax positions. As a result, the Company has recorded no uncertain tax liabilities in its balance sheet.

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended September 30, 2011, and 2010, the Company did not recognize any interest or penalties in its statement of operations, nor did it have any interest or penalties accrued in its balance sheet at September 30, 2011, and 2010, relating to unrecognized benefits.

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Earnings (Loss) Per Common Share

Basic (loss) per common share is based on the net loss divided by weighted average number of common shares outstanding.

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. As the Company has a loss for the years ended September 30, 2011 and 2010 the potentially dilutive shares are anti-dilutive and are thus not added into the earnings per share calculation.

As of the years ended September 30, 2011 and 2010 there were 2,566,000 and 2,655,000 potentially dilutive shares resulting from the issuances of warrants and the granting of options. As of the years ended September 30, 2011 and 2010 there were 9,615,385 and 3,483,542 potentially dilutive shares resulting from preferred stock.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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. During the year ended September 30, 2011 the Company realized a net loss of $454,668 and has incurred an accumulated deficit of $3,352,815. 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.

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 3 – PROPERTY AND EQUIPMENT

The major classes of assets as of September 30 are as follows:


	2011		2010
Display System	$	35,349	$	19,994
Computer Equipment		17,725		5,355
Equipment		17,634		17,634
Building and Improvements		425,450		425,450
Land		239,117		239,117
Sub Total		735,275		707,550
Accumulated Depreciation		(107,695)		(88,203)
Total	$	627,580	$	619,347

Depreciation expense was $19,492 and $15,375, for the years ended September 30, 2011 and 2010, respectively.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

A summary of Accounts Payable and Accrued Expenses Follows:


	September 30,
	2011		2010
Accounts Payable	$	16,262	$	16,535
Accrued Expenses		-		4,384
Accrued Interest		-		2,345
Total	$	16,262	$	23,264

NOTE 5 –RELATED PARTY PAYABLES

On November 13, 2009 a principal shareholder lent the Company $16,000 on a short-term basis. The note accrued interest at $1,500 per month, was non-collateralized and was repaid, including accrued interest of $9,000, on May 10, 2010.

On March 30, 2010, the shareholder lent an additional $50,000 to the Company. The $50,000 note payable is unsecured, accrued interest at 6% per annum and was due upon demand.

As of September 30, 2010 the Company had repaid all related party loans in full. Total interest expense on related party loans for the years ended September 30, 2011 and 2010 was $-0- and $10,375, respectively.

NOTE 6 – NOTES PAYABLES

On April 28, 2010 the Company signed a $50,000 convertible promissory note with a third party. The note bears interest at 8% per annum and was due on January 31, 2011. The note has conversion rights that allow the holder of the note to convert, at any time, all or any part of the remaining principal balance into the Company’s common stock at a price equal to 50% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period. See below for current status.

On June 4, 2010 the Company signed a $25,000 convertible promissory note with a third party. The note bears interest at 8% per annum and was due on March 9, 2011. The note had original conversion rights that allowed the

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 6 – NOTES PAYABLES (CONTINUED)

holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a price equal to the lower of $0.0035 per share or 50% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period. On September 8, 2010 the Company signed Amendment No. 1 to this convertible note which increased the discount from 50% to 59% and removed the ceiling of $0.0035 per share conversion price. See below for current status.

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms of the above mentioned notes and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The value of the BCF was determined based on the stock price on the day of commitments, the discounts as agreed to in the notes, the number of convertible shares, and the difference between the effective conversion price and the fair value of the common stock. The value of the BCF of the two notes was calculated at $75,000. The BCF was recorded as a discount to the note payable and to Additional Paid-in Capital.

During the year ended September 30, 2011 the above convertible notes, along with accrued interest of $3,619, were converted into 1,125,754 shares of the Company’s common stock in 6 separate tranches. With the conversion of the note, all of the previously recorded beneficial conversion features have been fully amortized to interest expense.

NOTE 7 – PREFERRED STOCK

The Company is authorized to issue 20,000,000 shares of convertible preferred stock with a par value of $0.001 per share. As of September 30, 2011 there were 250,000 issued and outstanding.

On September 22, 2004, the Company issued 250,000 shares of Series A 4% Preferred Stock having a par value of $0.001 per share, in consideration of gross proceeds of $500,000. On August 24, 2005 the Company issued 150,000 shares of Series A 4% Preferred Stock having a par value of one mill ($0.001) per share, in consideration of gross proceeds of $300,000 which were converted to 178,571 common shares during the year ended September 30, 2007. The preferred shares are being recorded as a liability, and the dividends are being accounted for as interest expense. The shares have the following rights:

Voting rights: The holders of the Series A Preferred Stock shall not be entitled to vote separately on any matter submitted to a vote of the stockholders of the Company.

Liquidation: Upon any liquation, Series A Preferred Stockholders are entitled to distribution or payment before any other class of stock. The per share liquidation value on any date is equal to $1.00.

Dividends: The holders are entitled to receive dividends at a rate equal to 4% of the Liquidation Preference per share per annum, payable quarterly on January 1, April 1, July 1, and October 1. Any dividends that are not paid within three trading days following the date payable, shall continue to accrue and shall entail a late fee at the rate of 18% per annum.

Conversion: Subject to the passage of 12 months from stock issuance, the holder may convert the preferred shares into the Company's common shares at a price equal to 85% of the average closing bid price of the common shares for the five trading days immediately preceding the conversion date. Consequently the liability has been recorded at $588,235 on the balance sheet. The difference between the face value and the carrying value has been recognized as interest expense.

Redemption: The Company is permitted to redeem any and all shares of the Series A Preferred Stock at a price of $2.00 per share. In addition to the redemption price of $2.00, the Company shall issue one warrant to purchase one share of common stock at a price of $1.00 per share, exercisable for a period of five years.

According to the dividend rights, the Company paid dividends of $20,000, which are included in interest expense during the years ended September 30, 2011 and 2010. No dividends are in arrears as of the balance sheet dates.

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 8 – COMMON STOCK

Effective as of July 1, 2010, the Board of Directors of the Company resolved to file a Certificate of Amendment amending the Company’s Articles of Incorporation to increase its authorized common stock from 50,000,000 shares to 2,000,000,000 shares, while retaining the par value of such common stock at $0.001 per share. As of September 30, 2011 there were 9,097,420 shares issued and outstanding.

On October 2, 2009 the owners of cashless warrants exercised a total of 595,834 shares of common stock for which the Company recognized an expense of $5,958.

On November 16, 2009 the Company entered into a consulting agreement and issued 175,000 shares of common stock valued at $14,875 as part of that contract. In conjunction with this agreement the Company also issued 500,000 options valued at $38,181. This agreement was cancelled on May 4, 2010 however all common stock and options had vested and remained outstanding and thus all costs associated with these issuances are reflected in the Company’s statements of operations.

On November 18, 2009 the Company issued 50,000 shares of common stock valued at $5,000 to an employee.

On January 27, 2010 the Company issued 625,000 shares of common stock for cash at $0.04 per share.

On February 16, 2010 the Company issued an additional 75,000 shares, under the terms of the consulting agreement mentioned previously, valued at $6,375. This agreement was cancelled on May 4, 2010 however all options had vested and remained outstanding and thus all costs associated with these issuances are reflected in the Company’s statements of operations.

On June 17, 2010 the Company issued 150,000 shares of common stock valued at $16,500 based on the market price of the shares to a consultant for services performed. The Company records the stock-based compensation awards issued to non-employees for goods and services at either the fair market value of the goods received or services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in FASB ASC 505-50-30.

On August 30, 2010, the Company sold 1,250,000 units consisting of one “unregistered” and “restricted” share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at a price of $0.50 per share, exercisable for one year. Each unit sold for $0.20 for total proceeds of $250,000.

On September 22, 2010, the Company entered into a web design contract wherein the Company agreed to pay $10,000 plus 166,667 shares of its common stock to the redesign and redevelopment of Zaldiva.com. The shares were valued at $0.30 per share for total web development fees paid in stock of $50,000.

On October 18, 2010 the Company issued 125,000 shares of common stock for cash at $0.20 per share. Attached to each share was an option to purchase an additional share of common stock at $0.50.

On October 11, 2010, the Company issued 250,000 shares of common stock for services performed by a related party. The shares were valued at $55,000 based on the closing price of the stock on the date of issuance. The capitalized value of the contract will amortize the expense to consulting fees over the 12 month life of the contract. As of September 30, 2011, the Company has amortized $53,343 to professional fees.

In six separate tranches from November 8, 2010 to January 10, 2011 the Company issued a total of 1,125,754 shares of common stock in conversion of a convertible note payable. Principle and interest totaled $78,617 at the time of conversion.

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 9 – COMMON STOCK WARRANTS AND OPTIONS

The Company estimates the fair value of each stock award at the grant date by using the Black-Scholes option pricing model with the following weighted average assumptions used for the grant of these warrants: dividend yield of zero percent; volatility of 273%-282%; risk-free interest rates of 0.29%-0.37% and expected term of one year as determined by the use of the simplified method.

On October 11, 2010 the Company granted 1,000,000 options to a related party consultant for services. The warrants were valued at $179,568 using the Black-Scholes option pricing model. The capitalized value of the contract will amortize the expense to consulting fees over the 12 month life of the contract. As of September 30, 2011, the Company has amortized $174,156 to professional fees.

On November 10 and December 10, 2010 the Company issued a total of 36,000 warrants (18,000 on each date) to a consultant for services performed. An expense of $4,819 was recorded during the nine months ended September 30, 2011 for the value of these options.

The following tables summarize the stock warrant and option activity as of and for the years ended September 30, 2011 and 2010


	WARRANTS
		Number of Warrants	Weighted Average Exercise Price		Value if Exercised	Weighted Average Remaining Contractual Term
Outstanding at September 30, 2009		827,500	$	0.54	451,250	2.43
Granted		1,250,000		0.50	1,250,000	0.92
Granted		650,000		0.02	6,500	-
Granted		500,000		0.02	5,000	4.13
Exercised		(595,834)		0.02	(11,917)	-
Cancelled		(881,666)		0.54	(480,788)	-
Outstanding at September 30, 2010		1,750,000	$	0.17	595,045	1.83
Granted		1,000,000		0.30	300,000	1.03
Granted		125,000		0.32	62,500	0.05
Granted		36,000		0.30	10,800	0.11
Expired		(1,250,000)		0.50	(625,000)	-
Outstanding at September 30, 2011		1,661,000	$	0.58	968,345	1.45
Exercisable at September 30, 2011		1,661,000	$	0.58	968,345	1.45

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 9 – COMMON STOCK WARRANTS AND OPTIONS (CONTINUED)


	OPTIONS
	Date	Number of Options	Weighted Average Exercise Price		Value if Exercised	Weighted Average Remaining Contractual Term
Outstanding at September 30, 2009		905,000	$	0.50	452,500	7.56
Granted		-		-	-	-
Exercised		-		-	-	-
Cancelled		-		-	-	-
Outstanding at September 30, 2010		905,000	$	0.50	452,500	6.56
Granted		-		-	-	-
Exercised		-		-	-	-
Cancelled		-		-	-	-
Outstanding at September 30, 2011		905,000	$	0.50	452,500	5.56
Exercisable at September 30, 2011		905,000	$	0.50	452,500	5.56

NOTE 10 – INCOME TAXES

The Company’s provision for income taxes was $0 for the years ended September 30, 2010 and 2009 respectively since the Company incurred net operating losses which have a full valuation allowance through September 30, 2011.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 35% marginal tax rate by the cumulative Net Operating Loss (“NOL”) of $1,155,899. The total valuation allowance is equal to the total deferred tax asset. The valuation allowance increased by $140,466 from $855,143 to $995,609 for the year ended September 30, 2011.

The tax effects of significant items comprising the Company's net deferred taxes as of September 30, 2011 and 2010 were as follows:



	Years Ended September 30,
	2011	2010
Deferred Tax Assets
Loss Carryforwards (expire through 2031)	$ 404,565	$ 320,476
Fixed Assets	(4,943)	1,323
Common Stock Warrants	439,477	376,835
Stock Compensation Expense	156,510	156,510
Total Gross Deferred Tax Asset	995,609	855,144
Valuation Allowance	(995,609)	(855,144)
Net Deferred Taxes	-	-
Deferred Tax Liabilities	-	-
	$ -	$ -

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2011 and 2010

NOTE 10 – INCOME TAXES (Continued)

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 35% to pretax income from continuing operations for the years ended September 30, 2011 and 2010 due to the following:



	2011		2010
Income tax benefit at U. S. federal statutory rates Effect of:	$	(159,134)	$	(131,239)
Stock, options and warrants issued for services		18,668		58,713
Amortization of beneficial conversion feature		-		13,732
Other permanent differences, net		-		3,213
Change in valuation allowance		140,466		55,581
	$	-	$	-

The Company has filed income tax returns in the United States and Florida. All tax years prior to 2008 are closed by expiration of the statute of limitations. The years ended September 30, 2011, 2010, and 2009 are open for examination.

The Company’s deferred tax assets and liabilities were as follows as of September 30, 2011 and 2010:



	2011		2010
Deferred tax assets:
Net operating loss carry forwards	$	995,609	$	870,345
Valuation allowance		(995,609)		(870,345)
Net deferred tax asset reported	$	-	$	-

The Company’s net state and federal operating loss carry forwards of approximately $1,155,899 expire in various years beginning in 2012 and carrying forward through 2031.

The Company has had numerous transactions in its common stock. Such transactions may have resulted in a change in the Company's ownership, as defined in the Internal Revenue Code Section 382. Such change may result in an annual limitation on the amount of the Company's taxable income that may be offset with its net operating loss carry forwards. The Company has not evaluated the impact of Section 382, if any, on its ability to utilize its net operating loss carry forwards in future years.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

There are no legal proceedings, which the Company believes will have a material adverse effect on its financial position.

NOTE 12 – SUBSEQUENT EVENTS

financial statements have been restated to reflect the reverse stock split on a retroactive basis. In accordance with ASC 855, the Company’s management has reviewed all material events through the date of this report and there are no additional material subsequent events to report.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in our independent accountants during the past two fiscal years or any disagreements with independent accountants on accounting and financial disclosure.

ITEM 9A: CONTROLS AND PROCEDURES

Based on our evaluation as of the end of the period covered by this Annual Report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were not effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding disclosure. This material deficiency is due to a lack of adequate internal controls and the lack of an audit committee.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

The Company’s management, with the participation of the principal executive officer and the principal financial officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2011. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on this evaluation, our management, with the participation of the principal executive officer and principal financial officer, concluded that, as of September 30, 2011, our internal control over financial reporting was not effective, due to lack of adequate controls and the lack of an audit committee.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the fourth fiscal quarter of the fiscal year covered by this Annual Report.

ITEM 9B: OTHER INFORMATION

None; not applicable.

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

The following table sets forth the names of all current directors and executive officers of the Company. These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.


Name	Positions Held	Date of Election or Designation	Date of Termination or Resignation
Robert B. Lees	President	12/24/97	4/19/07
	Chairman	12/24/97	*
	CFO	7/10/08	*
	Director	12/24/97	*

Nicole Leigh	President	4/19/07	*
	Director	6/4/07	*

John A. Palmer, Jr.	Secretary	2/15/98	*
	Director	12/24/97	*

* These persons presently serve in the capacities indicated.

Business Experience

Robert B. Lees. Mr. Lees, age 64, is a graduate of the U.S. Naval Academy. He served as an Officer in the Marine Corps, both overseas and domestically. After transferring to the active Reserves, he joined the DuPont Company, where he managed the Southeastern Region. He took the region from last to first in the acrylic sheet division for sales and service. He then became part owner and general manager of a wood laminating operation in Orlando, Florida. Upon the sale of the business, he joined Merrill Lynch in the Private Client Group and became an assistant Vice President. He has since consulted to a Florida-based investor relations firm, and served as President and Chief Operating Officer of two start-up companies, as well as his current position.

Ms. Leigh is 40 years of age. She is a 1989 graduate of Washington High School in Phoenix, Arizona. For the past six years, she has been significantly involved in the Company’s operations, including web site design and maintenance, inventory and shipping, online sales fulfillment and general operations.

John A. Palmer, Jr. Mr. Palmer is 73 years old. He is a graduate of the University of Wisconsin, where he received a BS in Mathematics and Physics and an MS in Education and Counseling. He has continued his education throughout his life and has completed multiple workshops in Electromechanical Automation, Electromechanical Systems, Vacuum Technology, Vacuum and RF Power and Semiconductor Manufacturing Processes. He was a presenter for Basic Troubleshooting and Electromechanical Devices at the Intel/MATEC Summer Institute, Arizona as well as for the transducers Workshop in Orlando, Florida and the Rockwell automation PLC Workshop in Michigan. Since 1969, Mr. Palmer has served as a Professor of Electricity, Industrial Electronics, Manufacturing Electronics and Mathematics at the Central Arizona College in Coolidge, Arizona. In addition, he has been involved in Summer Faculty Internships at Motorola and Intel, both in Phoenix, Arizona.

Significant Employees

Zaldiva has no significant employees who are not executive officers.

Family Relationships

None; not applicable.

Directorships

None of the Company’s directors holds a directorship in any other company with a class of securities registered pursuant to Section12 of the Exchange Act or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Involvement in Certain Legal Proceedings

During the past ten years, no director, promoter or control person:

has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice; or

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities lawsorFederal commodities laws;

was the subject of any order, judgment or decree, not subsequently reverse, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated with persons engaged in any such activity;

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

any Federal or State securities or commodities law or regulation; or

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

any law or regulation prohibiting mail or wire fraud in connection with any business activity; or

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act, or any equivalent exchange, association,

entity or organization that has disciplinary authority over its members or persons associated with a member.

Promoters and control person.

Not applicable.

Compliance With Section 16(a) of the Exchange Act

To our knowledge, during our past fiscal year and since then, all filings required to be made by members of management or others pursuant to Section 16(a) of the Exchange Act have been duly filed with the Securities and Exchange Commission.

Code of Ethics

The Company adopted a Code of Ethics that was filed as an exhibit 14 to our Annual Report on Form 10-KSB-A1 for the year ended September 30, 2002. The Company undertakes to provide to any person, without charge, upon request, a copy of such Code of Ethics. Requests may be made by contacting the Company at 877-925-3482.

Corporate Governance

Nominating Committee

During the annual period ended September 30, 2011, there were no changes in the procedures by which security holders may recommend nominees to Zaldiva’s Board of Directors; and Zaldiva does not presently have a Nominating Committee for members of its Board of Directors. Nominations are considered by the entire Board.

Audit Committee

Zaldiva does not have an Audit Committee, and it is not required to have an Audit Committee; Zaldiva does not believe that the lack of an Audit Committee will have any adverse effect on its financial statements, based upon current operations. Management will assess whether an Audit Committee may be necessary in the future.

ITEM 11: EXECUTIVE COMPENSATION

All Compensation

SUMMARY COMPENSATION TABLE

Name and Principal Position

(a)

Year

(b)

Salary

($)

(c)

Bonus

($)

(d)

Stock Awards

($)

(e)

Option Awards

($)

(f)

Non-Equity Incentive Plan Compensation

($)

(g)

Nonqualified Deferred Compensation

($)

(h)

All Other Compensation

($)

(i)

Total

Earnings

($)

(j)

Robert B. Lees

Chairman,

CFO and Former President

9/30/11

9/30/10

9/30/09

12,353(1)

John A. Palmer, Jr.

Secretary

and Director

9/30/11

9/30/10

9/30/09

12,353(1)

Jeremy Van Coller

Former COO/

Director

9/30/11

9/30/10

9/30/09

12,353(1)

Nicole Leigh,

President and Director

9/30/11

9/30/10

9/30/09

61,764(2)

(1) During the third quarter of our 2009 fiscal year, the Company granted to each of these persons the option to purchase 50,000 shares of its common stock at an exercise price of $0.25 per share, exercisable for a period of eight years.

(2) During the third quarter of our 2009 fiscal year, the Company granted to Ms. Leigh an option to purchase 250,000 shares of its common stock at an exercise price of $0.25 per share, exercisable for a period of eight years.

Except as indicated above, no cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to Zaldiva's management during the fiscal years indicated above. Further, no member of management has been granted any option or stock appreciation rights except as indicated above; accordingly, no tables relating to such items have been included within this Item.

Outstanding Equity Awards at Fiscal Year-End

None; not applicable.

Compensation of Directors

None; not applicable.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The following tables set forth the share holdings of those persons who are principal shareholders of the Company’s common stock as of the date of this Report:

Name and Address of

Stockholder Common Stock Percentage

Summit Group of Companies, LLC 1,678,571 18.45%

3100 N.E. 48^th Street, #105

Ft. Lauderdale, FL 33308

Jeffrey A. Olweean 8,875,923(1) 50.66%(1)

3850 Galt Ocean Dr., #706

Ft. Lauderdale, FL 33308

The Human Cash Register, Inc. 552,250 6.01%

2805 E. Oakland Park Blvd., #376

Ft. Lauderdale, FL 33306

Nicole Leigh 1,993,022(2) 18.47%(2)

331 East Commercial Boulevard

Ft. Lauderdale, FL 33334

Biosystic Systems, Inc. 660,484 (3) 7.07% (3)

2805 E. Oakland Park Blvd., #376

Ft. Lauderdale, FL 33306

(1) This figure includes: (i) 8,173,077 shares of common stock that are issuable upon conversion of 212,500 shares of the Company’s Series A 4% Convertible Preferred Stock, based upon the recent closing bid prices of the Company’s common stock on the OTC Bulletin Board; and (ii) 250,000 shares of common stock that may be issued upon exercise of options having an exercise price of $0.50, and which may currently be deemed to be “out-of-the-money.”

(2) This figure includes: (i) 1,442,308 shares of common stock that are issuable upon conversion of 37,500 shares of the Company’s Series A 4% Convertible Preferred Stock, based upon the recent closing bid prices of the Company’s common stock on the OTC Bulletin Board; and (ii) 250,000 shares of common stock that may be issued upon exercise of options having an exercise price of $0.50, and which may currently be deemed to be “out-of-the-money.”

(3) This figure includes 250,000 shares of common stock that may be issued upon exercise of options having an exercise price of $0.50, and which may currently be deemed to be “out-of-the-money.”

Security Ownership of Management

The following table sets forth the share holdings of the Company’s directors and executive officers as of the date of this Report:

Name and Title Common Stock Percentage

Nicole Leigh 1,993,022(1) 18.47%(1)

331 East Commercial Boulevard

Ft. Lauderdale, FL 33334

Robert B. Lees 300,000(2) 3.23%(2)

331 East Commercial Boulevard

Ft. Lauderdale, FL 33334

John A. Palmer, Jr. 303,500(2) 3.86%(2)

331 East Commercial Boulevard

Ft. Lauderdale, FL 33334

(1) This figure includes: (i) 1,442,308 shares of common stock that are issuable upon conversion of 37,500 shares of the Company’s Series A 4% Convertible Preferred Stock, based upon the recent closing bid prices of the Company’s common stock on the OTC Bulletin Board; and (ii) 250,000 shares of common stock that may be issued upon exercise of options having an exercise price of $0.50, and which may currently be deemed to be “out-of-the-money.”

(2) This figure includes 50,000 shares of common stock that may be issued upon exercise of options having an exercise price of $0.50, and which may currently be deemed to be “out-of-the-money.”

Changes in Control

There are no present arrangements or pledges of our securities which may result in a change in control of Zaldiva.

Securities Authorized for Issuance under Equity Compensation Plans


Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	905,000	$0.50	95,000
Total	905,000	$0.50	95,000

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

Transactions with Related Persons

Except as indicated below, there were no material transactions, or series of similar transactions, during the Company’s last two completed fiscal years, or any currently proposed transactions, or series of similar transactions, to which our Company or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the Company's total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest. On August 26, 2011, the Company loaned $10,000 to Robert B. Lees, who is the Company’s Chief Financial Officer and a director. Mr. Lees repaid the $10,000 principal amount of the loan on September 25, 2011, together with interest of $100. On November 11, 2011, which is subsequent to the end of the period covered by this Report, the Company loaned $7,000 to Mr. Lees. Mr. Lees repaid the $7,000 principal amount on the loan on December 20, 2011, together with $70 in interest.

Promoters and Certain Control Persons

Except as indicated under the heading “Transactions with Related Persons” above, there have been no transactions since the beginning of our last fiscal year, or any currently proposed transaction in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last three completed fiscal years.

Parents of the Smaller Reporting Company

Zaldiva has no parents.

Director Independence

The Company does not have any independent directors serving on its board of directors.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to the Company by its principal accountants during the fiscal years ended September 30, 2011, and 2010:


Fee category	2011		2010

Audit fees	$	29,698	$	31,684
Audit-related fees	$	0	$	0
Tax fees	$	0	$	0
All other fees	$	0	$	0

Total fees	$	29.698	$	31,684

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of the Company’s annual financial statements and review of the financial statements included in the Company’s Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company has not established an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, the Company does not require approval in advance of the performance of professional services to be provided to the Company by its principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)(2) Financial Statements. See the audited financial statements and financial statement schedules for the year ended September 30, 2011, contained in Item 8 above which are incorporated herein by this reference.

(a)(3) Exhibits. The following exhibits are filed as part of this Annual Report:

No. Description

Exhibit 31.1 Certification of Nicole Leigh, the Company’s President, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 Certification of Robert B. Lees, the Company’s CFO, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32 Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002

*Incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 11, 2012	By:	/s/Nicole Leigh
			Nicole Leigh
			President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ZALDIVA, INC.


Date:	January 11, 2012	By:	/s/Nicole Leigh
			Nicole Leigh
			President and Director

Date:	January 11, 2012	By:	/s/Robert B. Lees
			Robert B. Lees
			Chief Financial Officer and Director

Date:	January 11, 2012	By:	/s/John A. Palmer, Jr.
			John A. Palmer, Jr.
			Secretary and Director

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	7th grade Avg

FonU2 (FONU) 10-K2011 FY Annual report

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