Recent Sales of Unregistered Securities

During the last three years we issued the following unregistered securities:

8

(1) We issued these "unregistered" and "restricted" shares of our common stock as payment for the quarterly dividends of our Series A Preferred Stock.

(2)  We issued warrants to purchase a total of 1,300,000 “unregistered” and “restricted” shares of our common stock to two consultants, in consideration of services rendered.  Each warrant is exercisable at a price of $0.25 per share, and expires in June, 2012.

(3)  We sold 50,000 Units, with each Unit consisting of one “unregistered” and “restricted” share of our common stock and one warrant to purchase an additional such share at a price of $1.00, exercisable for two years.

We believe that the offer and sale of these securities was exempt from the registration requirements of the Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Regulation D of the Securities and Exchange Commission.

Purchases of Equity Securities by Us and Affiliated Purchasers

ISSUER PURCHASES OF EQUITY SECURITIES

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

17

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE A – 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 also sells cigars and accessories, but this currently comprises less than ten percent of the business.    The cigars are made by outside entities and are sold through e-commerce or through independent direct sales establishments. 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 more significant of such policies:

Cash and Cash Equivalents

Cash is comprised of cash on hand or on deposit in banks.  The Company had $12,936 and $16,967 as of September 30, 2009 and 2008, respectively.

Inventory

Inventory is recorded at the lower of cost or market (net realizable value) using the first-in, first-out (FIFO) method.  The Company maintains little or no inventory of cigars which are generally shipped from the supplier directly to the customer.  The inventory on hand as of September 30, 2009 and 2008 consists of collectibles and memorabilia recorded at a cost of $68,979 and $80,529, respectively.  This inventory is listed and described on the Company's web site where it is available for sale.

Income Taxes

The Company applies SFAS No. 109 (ASC 740), which requires the asset and liability method of accounting for income taxes.  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.

18

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE A – SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes (Continued)

The Company adopted FIN 48(ASC 740), at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of FIN 48 (ASC 740) had no material impact on the Company’s financial statements. (See Note C below)

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, 2009 and 2008 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, 2009 and 2008 there were 3,160,000 and 1,655,000 potentially dilutive shares resulting from the issuances of warrants and the granting of options.  Also, all of the 500,000 shares of Series A Preferred Stock were potentially dilutive since they had reached the passage of 12 months.  (See Note B.)

Revenue Recognition

The Company recognizes revenues in accordance with the Securities and Exchange Commission, Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition."  SAB 104 clarifies application of U. S. generally accepted accounting principles to revenue transactions.  

Revenue on cigar and accessory 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.  The balance uncollected as of September 30, 2009 and 2008 was $0.  For customer purchases paid in advance, the Company records a liability until products are shipped.  There was $-0- and $-0- of outstanding unearned revenue from product sales as of September 30, 2009 and 2008, respectively.

Revenue is also recognized from web site development and maintenance after services have been rendered.  For these services, contracts are established with each customer.  Fees for development of web sites are negotiated based on the level of detail and features desired by the customer.  Half of the fee is generally charged when the contract is entered.  The remaining fee is due upon completion of the customers working web site.  There were no unfinished projects in progress as of September 30, 2009. Historically, maintenance work and the associated costs have been minimal.  Typically, future services involve upgrades or enhancements which are services which generate new fee arrangements.  Hosting agreements are offered to customers for service periods of three, six, and twelve months.  As of September 30, 2009, the Company has no deferred revenue for hosting services to be provided over the next twelve months.

19

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE A – SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company has realized approximately $-0- and $9,066 from commissions on sales through the on-line shopping center during the years ended September 30, 2009 and 2008, respectively. Contract terms contain a variety of durations and commission percentages based on dollar sales and volume of referrals. The Company recognizes these revenues in accordance with the requirements of EITF 99-19 (ASC 605).

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, 2009 and 2008, the Company had return transactions totaling $0 within the 15 day return period. No allowance for returns has been recorded as of September 30, 2009.

Use of Estimates in Preparation of Financial Statements

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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Property and Equipment

Property and equipment are stated at cost.  Depreciation is provided using the straight-line and the declining balance methods over the useful lives of the related assets. See Note D.  Expenditures for maintenance and repairs are charged to expense as incurred.  The Company currently leases two servers under an operating lease.  The Company pays $625 on a month-to-month basis.  

The Company has acquired permits and registered a trademark with the Florida Department of State which relate to its cigar operations.  Amounts paid for registration have not been significant and have been charged to expense as incurred.  

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.

Stock Based Compensation

The Company has adopted FAS 123(R) (ASC 718), which generally requires share-based payments to employees, including grants of employee stock options and purchases under employee stock purchase plans, to be recognized in the statement of operations based on their fair values.  

20

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE A – SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES (Continued)

Equity Instruments

The Company records the shares issued to non-employees and other external entities 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 (Prior authoritative literature, EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods, or Services).”

Impact of Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the fiscal year ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date. The Company has evaluated subsequent events through December 28, 2009, the date of issuance of the Company’s financial position and results of operations.

In June 2009, the FASB issued SFAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.” (“SFAS 168” or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

21

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE B – ISSUANCE OF COMMON AND PREFERRED SHARES

Stock Purchase Warrants

During 2004, the Company raised $152,500 from the sale of 1,220,000 Units to four "accredited" investors at a price of $0.125 per Unit.  Each Unit consists of one "unregistered" and "restricted" share of common stock and one warrant to purchase an additional share of common stock for $0.25, exercisable for five years.   The Company has 305,000 of these warrants outstanding as of September 30, 2009 and 2008, respectively.

During May 2007, the Company issued 1,300,000 common stock purchase warrants to its officers and directors with an exercise price of $0.25 and vesting over 2 years. Under FAS 123(R) (ASC 718), 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; expected volatility of 165%; risk-free interest rates of 5.35 percent and expected lives of 2.0 years. The Company recorded an expense of $305,565   and $458,344 for the warrants vesting during the years ended September 30, 2009 and 2008, respectively.  

On August 15, 2008 the Company completed a private placement of 50,000 units at $0.50 per unit. Each unit includes one share of the Company’s common stock and a warrant to purchase an additional share of common stock at $1.00 per share for two years. Under FAS 123(R) (ASC 718), 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; expected volatility of 165%; risk-free interest rates of 5.35 percent and expected lives of 2.0 years.

The following table summarizes the stock warrant activity as of and for the years ended September 30, 2009 and 2008:

22

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE B – ISSUANCE OF COMMON AND PREFERRED SHARES (CONTINUED)

The following table summarizes information about the stock warrants as of September 30, 2009:

The following table summarizes information about non-vested warrants as of and for the year ended September 30, 2009:

Common Stock Purchase Options

On April 21, 2009 the Company granted 1,810,000 options to its officers and directors as compensation for services.  These options vest immediately and are exercisable over eight (8) years.  Under FAS 123 (R) (ASC 718), 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; expected volatility of 251%; risk-free interest rates of 1.24 percent and expected  lives of 4.0. The Company recorded an expense of $447,171 year ended September 30, 2009.  

Preferred Stock

On September 22, 2004, the Company issued 500,000 shares of Series A 4% Preferred Stock having a par value of one mill ($0.001) per share, in consideration of gross proceeds of $500,000.  On August 24, 2005

23

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE B – ISSUANCE OF COMMON AND PREFERRED SHARES (Continued)

the Company issued 300,000 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 357,142 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 $1.00 per share.  In addition to the redemption price of $1.00, the Company shall issue one warrant to purchase one share of common stock at a price of $0.50 per share, exercisable for a period of five years.

According to the dividend rights, the Company paid dividends valued at $20,000 during the year.  No dividends are in arrears as of the balance sheet date.  

Common Stock

On December 29, 2008 the Company issued 305,000 shares of its unregistered restricted common stock for cash at $0.25 per share.  On April 1, 2009, the Company issued 500,000 shares of its common stock for services valued at $0.15 per share. The Company records shares issued to non-employees and other external entities 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 (Prior authoritative literature, EITF 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods, or Services). This compensation expense was recognized in the period that the services were rendered.  

On August 15, 2008 the Company completed a private placement of 50,000 units at $0.50 per unit. Each unit includes one share of the Company’s common stock and a warrant to purchase an additional share of common stock at $1.00 per share.

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE C – ACCOUNTING FOR INCOME TAXES

No provision has been made in the financial statements for income taxes because the Company has accumulated losses from operations since inception.  Any deferred tax benefit arising from the operating loss carried forward is offset entirely by a valuation allowance since it is currently not likely that the Company will be significantly profitable in the near future to take advantage of the losses.  The provision for income taxes consists of the following:

The following table shows the components of the Company’s deferred tax assets. All of the components are noncurrent.

The valuation allowance has increased $324,865 from $474,697 during the period ended September 30, 2009.  Income tax expense differs from amounts computed by applying the statutory Federal rate to pretax income as follows:

The Company adopted the provisions of FIN 48 (ASC 740) at the beginning of fiscal year 2008. As a result of this adoption, the Company has not made any adjustments to deferred tax assets or liabilities. The Company did not identify any material uncertain tax positions on returns that have been filed or that

25

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE C – ACCOUNTING FOR INCOME TAXES (CONTINUED)

will be filed. The Company has not had operations resulting in net income and is carrying a large Net Operating Loss as disclosed above.  Since it is not thought that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements. A reconciliation of our unrecognized tax benefits is presented in the table below:

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, 2009 and 2008, the Company did not recognize any interest or penalties in the Statements of Operations, nor did the Company have any interest or penalties accrued at September 30, 2009 and 2008 relating to unrecognized benefits.

The Company has filed income tax returns in the United States and Florida. All tax years prior to 2006 are closed by expiration of the statute of limitations.   The years ended September 30, 2009, 2008, and 2007 are open for examination.

NOTE D – PROPERTY

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

                                           2009                  2008      .   

Depreciation expense was $15,970 and $18,213, for the years ended September 30, 2009 and 2008, respectively.

26

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2009 and 2008

NOTE E – SEGMENT INFORMATION

SFAS No. 131 (ASC 280), requires that the Company disclose information about its operating segments. The Company has two strategic business units, one which sells comic books, toys and collectible items at its retail location in Ft. Lauderdale, Florida, and through the web sites and the second that offers internet

services and facilitates on-line shopping.  Currently the Company accounts for the two lines of business in separate accounts but within one set of financial statements.  Evaluation procedures are performed on the Company as a whole.  The Company anticipates that with future growth, there will be additional SFAS 131 (ASC 280) data to report.

NOTE F – LIQUIDITY/GOING CONCERN

The Company has experienced recurring losses and has limited operating capital which together raises substantial doubt about its ability to continue as a going concern.  Financing for the Company's activities to date has been provided primarily by its operations and by the issuance of stock.  

Management anticipates that the continued operation of its retail store will increase its ability to attain profitable operations. The Company's ability to achieve a level of profitable operations and/or additional financing impacts the Company's ability to continue as a going concern.  Management plans to continue to raise operating capital through the sale of its common stock until such time as profitable operations are achieved. Should management be unsuccessful in its activities, the Company may experience material adverse effects.

NOTE G – SUBSEQUENT EVENTS

On October 1, 2009, the Company restated the exercise price of the 1,300,000 outstanding common stock purchase warrants. The exercise price of the warrants was restated to $0.005 per warrant from $0.25. The change in the exercise price will result in the recording of additional compensation expense during the quarter ended December 31, 2009.

On October 10, 2009, investors exercised warrants in exchange for 1,191,667 shares of the Company’s common stock in a cashless exchange.                        

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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(T):  CONTROLS AND PROCEDURES

The Company’s management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report.  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 disclosure controls and procedures that we consider to be a “material weakness.”  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 Company’s financial statements for the three month and nine month periods ended June 30, 2009, and related footnotes.  The Company is in the process of preparing an amended Quarterly Report on Form 10-Q-A1 for the purpose of correcting these failures, and it expects to file such amended Quarterly Report at or about the time of filing of this Annual Report on Form 10-K.

During the first quarter of our 2010 fiscal year, we took the following step to remediate this weakness:

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.

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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

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, 2009.  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 President and Vice President, concluded that, as of September 30, 2009, our internal control over financial reporting was 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

28

Company’s financial statements for the three month and nine month periods ended June 30, 2009, and related footnotes.  The Company is in the process of preparing an amended Quarterly Report on Form 10-Q-A1 for the purpose of correcting these failures, and it expects to file such amended Quarterly Report at or about the time of filing of this Annual Report on Form 10-K.

During the first quarter of our 2010 fiscal year, we took the following step to remediate this weakness:

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.   

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 temporary rules of the Security 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

On October 1, 2009, which is subsequent to the end of the period covered by this Report, we restated the exercise price of the 1,300,000 outstanding common stock purchase warrants. The exercise price of the warrants was restated to $0.005 per warrant from $0.25. The change in the exercise price will result in the recording of additional compensation expense during the quarter ended December 31, 2009.  See our Current Report on Form 8-K dated October 1, 2009, filed with the Securities and Exchange Commission on October 2, 2009.

On November 16, 2009, we entered into an Investment and Banking Agreement with Charles Morgan Securities to use their best efforts with respect to an initial private placement of $250,000 at a price of $0.02 per share of our common stock and an additional private placement of up to $750,000 of convertible debt in or around February, 2010. See our Current Report on Form 8-K dated November 16, 2009, filed with the Securities and Exchange Commission on November 20, 2009.

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.

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* These persons presently serve in the capacities indicated.

Business Experience

Robert B. Lees.  Mr. Lees, age 62, 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 38 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 71 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.

Jeremy I. van Coller.  Mr. Van Coller, age 30, is a graduate of Kloof High School (Kwa Zulu Natal, Kloof, South Africa) where his line of studies included Technical Drawing (architectural renderings), Biology, Advanced Mathematics, English and Afrikaans.  He continued his education by attending the Academy of Learning (Kwa Zulu Natal, Pinetown, South Africa) where he studied Marketing, Management and Computer Science for approximately one year prior to moving to the United States.  Mr. Van Coller worked as a computer sales person in South Africa during and after attending the Academy.  Over the past two years, he served as an Assistant to the Network Administrator for various South Florida Internet service providers, where he handled domain name servers, mail servers, BSDI and Cobalt servers.  Mr. van Coller currently serves as a Computer Technician Consultant handling personal computer repair and construction, hardware and software troubleshooting and some web design, in addition to being the current Network Administrator for Zaldiva, Inc.  Mr. van Coller is a collector and as such, has an extensive knowledge of comic books and related movies and merchandise.

Significant Employees

Zaldiva has no significant employees who are not executive officers.

Family Relationships

None; not applicable.

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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 five 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 his/her involvement in any type of business, securities or banking activities; or

·

was found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission 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.

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, 2009, 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.

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ITEM 11:  EXECUTIVE COMPENSATION

All Compensation

SUMMARY COMPENSATION TABLE

(1)  During the third quarter of our 2009 fiscal year, the Company granted to each of these persons the option to purchase 100,000 shares of its common stock at an exercise price of $0.25 per share.

(2)  During the third quarter of our 2009 fiscal year, the Company granted to Ms. Leigh an option to purchase 500,000 shares of its common stock at an exercise price of $0.25 per share.

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; 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.

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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 December 9, 2009.

Ownership of Principal Shareholders

Security Ownership of Management

The following table sets forth the share holdings of the Company’s directors and executive officers as of December 9, 2009:

Ownership of Officers and Directors

In addition, Nicole Leigh is the beneficial owner of 75,000 shares of our Series A 4% Preferred Stock, representing 15% of the outstanding shares of that class.

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