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 of the National Association of Securities Dealers, Inc. (the "NASD") 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.

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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:

These bid prices were obtained from the Pink OTC Markets, 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 158, 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 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.  During the year ended September 30, 2010 and 2009, we paid all dividends in cash of $20,000, with none in arrears.

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Securities Authorized for Issuance under Equity Compensation Plans

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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 $170,177 as of September 30, 2010, and total current assets of $262,091; total current liabilities of $649,725; and a total stockholders’ equity of $231,713.   We used cash of $192,759 and $80,281 for our operating activities during the years ended September 30, 2010 and 2009, respectively. We provided cash from investing activities of $350,000 and $76,250 in proceeds from convertible notes payable and the issuance of common stock during those periods.  We expect that our cash on hand of $170,177 at September 30, 2010, will be sufficient to fund our operations through the end of our 2011 fiscal year.

Results of Operations

For the years ended September 30, 2010 and 2009, we had total revenues of $230,599, and $294,160, 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 2009 and 2010, we saw our sales decline by approximately 22 percent.

Cost of goods sold decreased to $114,769 in the fiscal year ended September 30, 2010, from $187,594 in the prior fiscal year.  This decrease largely reflects our declining sales figures in the 2010 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 decreased to 50% in 2010, from 64% of product sales in 2009.

Our operating expenses decreased to $476,261 in fiscal 2010, from $1,015,359, in fiscal 2009.  This decrease stems

9

largely from a substantial reduction in profession fees to $272,725 in 2010, from $872,048 in the year-ago period.  Net loss totaled $374,968 ($0.03 per share) for the fiscal year ended September 30, 2010, as compared to a net loss of $927,056 ($0.11 per share) for the fiscal year ended September 30, 2009.

Off-Balance Sheet Arrangements

Zaldiva had no off-balance sheet arrangements during any of the period covered by this Annual Report or the consolidated 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, 2010 and 2009

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C O N T E N T S

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

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

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

Statements of Stockholders’ Equity (Deficit)…….…………….………………………….15

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

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

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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, 2010 and 2009 and the related statements of operations, stockholders' equity, and cash flows for the years ended September 30, 2010 and 2009. 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, 2010 and 2009, and the results of operations and cash flows for the years ended September 30, 2010 and 2009, 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

December 22, 2010

Salt Lake City, Utah

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ZALDIVA, INC.

BALANCE SHEETS

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

13

ZALDIVA, INC.

STATEMENTS OF OPERATIONS

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

14

ZALDIVA, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

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

15

ZALDIVA, INC.

STATEMENTS OF CASH FLOWS

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

16

ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

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.

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 approximately $-0- of cash balances in excess of federally insured limits at September 30, 2010 and 2009, respectively.

Cash and Cash Equivalents

Cash is comprised of cash on hand or on deposit in banks.  The Company considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents.  The Company had cash of $170,177 and $12,936 as of September 30, 2010 and 2009 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, 2010 and 2009 consists of collectibles and memorabilia recorded at a cost of $68,700 and $68,979, 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 as detailed in the table below.  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.  

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

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, 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, accounts payable,  accrued expenses and notes payable 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, 2010, 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 Reconition,”  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.

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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, 2010 and 2009 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, 2010 and 2009, the Company had return transactions totaling $220 and $-0- within the 15 day return period. No allowance for returns has been recorded as of September 30, 2010 and 2009.

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.

In July, 2006, the FASB issued ASC 740, Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a return. ASC 740 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. ASC 740 became effective as of January 1, 2007 and had no impact on the Company’s financial statements.

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, 2010 and 2009 the potentially dilutive shares are anti-dilutive and are thus not added into the earnings per share calculation.  

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of the years ended September 30, 2010 and 2009 there were 5,310,000 and 3,160,000 potentially dilutive shares resulting from the issuances of warrants and the granting of options.  

Recent Accounting Pronouncements

Below is a listing of the most recent accounting pronouncements issued since through May 27, 2010. The Company has evaluated these pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted.

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.

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, 2010 the Company realized a net loss of $374,968 and has incurred an accumulated deficit of $2,898,147.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

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

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

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 3 – PROPERTY AND EQUIPMENT

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

Depreciation expense was $15,375 and $15,970, for the years ended September 30, 2010 and 2009, respectively.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

A summary of Accounts Payable and Accrued Expenses Follows:

NOTE 5 –RELATED PARTY PAYABLES

On November 13, 2009 a principle 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, 2010 and 2009 was $10,375 and $-0-, respectively.

NOTE 6 – NOTES PAYABLES

On November 16, 2009, the Company entered into an Investment Banking and Advisory Agreement for general business advice and assistance to be provided and to use its best efforts with respect to an initial private placement of $250,000 at a price of $0.02 per share of the Company’s common stock and an additional private placement of up to $750,000 of convertible debt in or around February, 2010.  

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 6 – NOTES PAYABLES (CONTINUED)

As compensation, the Company agreed to pay a fee of $120,000, payable in 12 monthly installments of $10,000 each, or an amount in common stock having a value of 125% of the cash payment alternative.  In addition, the Company was to issue a total of 650,000 unregistered and restricted shares of common stock, with 350,000 such shares payable at the time of the execution of the Agreement, 150,000 such shares payable on February 16, 2010, and 150,000 such shares payable on May 16, 2010.  The Company also agreed to pay an engagement fee of $30,000 payable at signing of the Agreement, and to offer a cash option to purchase up to 1,000,000 unregistered and restricted shares of the Company’s common stock at a price of $0.005 per share.

In conjunction with this agreement, the Company paid a total of $30,000 in cash and accrued an additional $56,250 in unpaid fees through May 4, 2010.  On May 4, 2010, Charles Morgan resigned as the Company’s consultant and terminated the agreement.  As such, all amounts owed to Charles Morgan have been waived as part of the resignation.  The Company recognized a gain on the settlement of the liability of $56,250.

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 is due on January 31, 2011.  The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principle 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.  

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 is due on March 9, 2011.  The note had original conversion rights that allowed the holder of the note at any time to convert all or any part of the remaining principle 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.

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms or 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 has been calculated at $75,000.  The BCF has been recorded as a discount to the note payable and to Additional Paid-in Capital.

As of September 30, 2010 the Company has recognized $2,435 in interest expense related to this note and has amortized $38,226 of the beneficial conversion feature which has been recorded as interest expense.

Below is a table detailing all required payments on outstanding debt over the next five years:

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

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, 2010 there were 500,000 issued and outstanding.

On September 22, 2004, the Company issued 500,000 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 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 of $20,000, which are included in interest expense during the years ended September 30, 2010 and 2009.  No dividends are in arrears as of the balance sheet dates.  

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, 2010 there were 15,193,332 shares issued and outstanding.

On October 2, 2009 the owners of cashless warrants exercised a total of 1,191,667 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 350,000 shares of common stock valued at $14,875 as part of that contract.  In conjunction with this agreement the Company also issued 1,000,000 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 100,000 shares of common stock valued at $5,000 to an employee.

On January 27, 2010 the Company issued 1,250,000 shares of common stock for cash at $0.02 per share.

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ZALDIVA, INC.

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 8 – COMMON STOCK (CONTINUED)

On February 16, 2010 the Company issued an additional 150,000 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 300,000 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 2,500,000 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 $0.25 per share, exercisable for one year.  Each unit sold for $0.10 for total proceeds of $250,000.  

The Company attributed $36,849 of the total $247,500 of Additional Paid-in Capital associated with the transaction to the warrants based on the relative fair value of the warrants.  The warrants were valued using the Black Scholes model using the following assumptions:  stock price at valuation, $0.03; strike price, $0.25; risk free rate 0.26%; 1 year term; and volatility of 246%.  

On September 22, 2010, the Company entered into a web design contract wherein the Company agreed to pay $10,000 plus 333,333 shares of its common stock to the redesign and redevelopment of Zaldiva.com.  The shares were valued based on the market price on the date of issuance of $0.15 per share for total web development fees paid in stock of $50,000.

NOTE 9 – COMMON STOCK WARRANTS AND OPTIONS

The following table summarizes the stock warrant activity as of and for the years ended September 30, 2010 and 2009:

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

Transactions with Related Persons

There were no material transactions, or series of similar transactions, during our Company’s last two 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 smaller reporting 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.

Promoters and Certain Control Persons

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, 2009, and 2008:

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 adopted 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 for the year ended September 30, 2010 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.

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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.

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.

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