FORM 10-QSB-A2  [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended December 31, 2006  [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ____________  to____________  Commission File No. 000-49652  ZALDIVA, INC. ------------- (Name of Small Business Issuer as specified in its Charter)   FLORIDA                                 65-0773383 -------                                 ---------- (State or other jurisdiction of          (I.R.S. Employer Identification No.) incorporation or organization)  331 East Commercial Blvd. Ft. Lauderdale, FL 33334 ------------------------ (Address of Principal Executive Office)  Issuer's Telephone Number, including Area Code:  (877) 925-3482  Check whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined by Rule 12b-2 of the Exchange Act)  Yes   No X ---  ---  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS  Not applicable.  APPLICABLE ONLY TO CORPORATE ISSUERS  Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date:  December 31, 2006  7,167,858    Transitional small business disclosure format (check one):  Yes   No X ---  ---  PART I - FINANCIAL INFORMATION  Item 1.   Financial Statements.  The Financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management, and commence on the following page, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.  <PAGE> ZALDIVA, INC. Balance Sheet December 31, 2006 (RESTATED)  ASSETS Current Assets Cash                                                $    26,827 Inventory                                                73,442 ----------- Total Current Assets                                  100,269  Property, and Equipment, net                              626,090  ----------- TOTAL ASSETS                                            $   726,359 ===========  LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts Payable                                    $    13,933 Accrued Dividends                                         3,000 ----------- 16,933  Preferred Stock $.001 par value authorized 20,000,000; 800,000 issued; liquidation value of $1.00 per share                    941,176 ----------- Total Current Liabilities                             958,109 ----------- Total Liabilities                                   958,109   Stockholders' Deficit Common Stock $.001 par value authorized 50,000,000 shares; issued and outstanding 7,167,858                                 7,168 Additional Paid-in Capital                                569,583 Accumulated Deficit                                      (808,501) --------- Total Stockholders' Deficit                            (231,750) --------- TOTAL LIABILITIES AND STOCKHOLDERS' Deficit               $ 726,359   =========   See accompanying notes to financial statements F-2 <PAGE> ZALDIVA, INC. Statements of Operations For the three months ended December 31, 2006 (RESTATED) and 2005 (RESTATED)  2006 (RESTATED)    2005 (RESTATED) Revenues Product Sales                           $   23,851         $   18,243 Internet Services                            3,784              3,805 ----------         ---------- Total Revenues                              27,635             22,048  Cost of Goods Sold                          13,584             11,591 ----------         ---------- Gross Profit                                14,051             10,457  Selling, General, and Administrative Expenses                                   177,218             72,974 ----------         ---------- Net Income (Loss) from Operations         (163,167)           (62,517)  Other Income (Expense) Interest Income                                477              2,530 Interest Expense (8,000)            (8,000) ----------         ---------- Total Other Income                          (7,523)            (5,470)  Net Income (Loss) Before Income Taxes     (170,690)           (67,987)  Provision for Income Taxes                       -                  - ----------         ---------- Net Income (Loss)                         (170,690)           (67,987)  Net Income Available to Common Shareholders                            $ (170,690)        $  (67,987) ==========         ========== Basic & Diluted Earnings/(Loss) Per Common Share                            $    (0.02)        $    (0.01) ==========         ========== Weighted Average Common Shares Outstanding                              7,167,858          6,262,391 =========          =========   See accompanying notes to financial statements.     F-3 <PAGE> ZALDIVA, INC. Statements of Cash Flows For the three months ended December 31, 2006 (RESTATED) and 2005 (RESTATED)  2006 (RESTATED)     2005 (RESTATED) Cash Flows From Operating Activities Net Loss                                    $(170,690)         $(67,987) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation                                  5,326             1,343 Non cash interest expense 8,000             3,000 Stock issued for Services                   126,000            12,000 Decrease in Accounts Receivable                   -               817 (Increase)/Decrease in Prepaid Expenses         640                 - (Increase)/Decrease in Inventory              7,252             1,641 Increase/(Decrease)in Unearned Revenue         (220)              550 Increase/(Decrease) in Current Liabilities   (5,408)            3,361 ---------          -------- Net Cash Provided by (Used in) Operating Activities                        (29,100)          (45,275)  Cash Flows From Investing Activities Purchase of Assets                          (29,817)          (41,616) ---------          -------- Net Cash Used in Investing Activities         (29,817)          (41,616)  Net Cash Used by Financing Activities               -                 -  Net Increase (Decrease) in Cash               (58,917)          (86,891)  Beginning Cash Balance                         85,744           435,367 ---------          -------- Ending Cash Balance                         $  26,827          $348,476 =========          ========  Supplemental Disclosure Information Cash paid during the quarter for interest   $    (477)         $      - Cash paid during the year for income taxes  $       -          $      - Inventory Given in lieu of Cash on Stock Issued for Services                   $       -          $    300 Stock Issuance for Inventory, Services and Payment of Current Liabilities                               $       -          $ 98,700     F-4 <PAGE> Zaldiva, Inc. Notes to Condensed Financial Statements December 31, 2006      NOTE 1 - PRESENTATION BASIS  The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.   Certain information and disclosures normally included in financial statements prepared in accordance with U. S. generally accepted accounting principles have been condensed or omitted. These interim financial statements include all adjustments, consisting of normal recurring accruals, which in the opinion of management, are necessary in order to make the financial statements not misleading.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report for the year ended September 30, 2006.  NOTE 2 - ISSUANCE OF STOCK  In December 2005 the Company issued 300,000 shares of its unregistered restricted common stock to an individual.  Fifty percent of these shares were issued for services performed during the year ended September 30, 2005 and fifty percent of these shares were issued for services to be rendered in the fiscal year ending September 30, 2006.  Management valued these shares at the fair-market value on the date of the Board's resolution, amounting to $0.32 per share, or $96,000.  This compensation expense will be recognized in the period that the services are rendered. Specifically, $48,000 had been accrued for as of September 30, 2005 and recognized as general and administrative expense for the services performed during fiscal year 2005, $12,000 was recognized during the first quarter of the fiscal year 2006 and $36,000 was recognized over the next three quarters of fiscal year 2006.  On December 11, 2006 the Board of Directors authorized issuance of 300,000 "unregistered" and "restricted" shares of common stock to newly appointed CFO Chris Ebersole for services rendered.  Compensation expense was recorded at December 11, 2006 in the amount of $126,000, based on a closing share price of $.42 on the date authorized.  The shares were not actually issued until February 8, 2007.  NOTE 3   Liquidity/Going Concern  The Company has experienced recurring losses.  Financing for the Company's activities to date has been provided primarily its operations and by the issuance of stock.  If we are not able to sustain an operating profit, we expect that we will have to raise money again by selling shares of common stock or through loans. Financing for the Company's   activities to date has been primarily provided by issuance of common or preferred stock for cash and for services.  Our ability to achieve a level of profitable operations and/or additional financing may affect our ability to continue as a going concern.  NOTE 4    Restatement  The Company has restated its financial results for the three months ended December 31, 2006, to correct certain errors that it has identified.  The impact of these adjustments on the Companys financial results as previously reported is summarized below, along with a brief summary of the nature and amounts of the errors corrected:   For the three months ended December 31, 2006 --------------------------------------------  Balance Sheet As Originally Reported As Restated On 10-QSB ASSETS Current Assets Cash                                    $    26,827 $    26,827 Inventory                                    73,442 73,442 ----------- ----------- Total Current Assets                      100,269 100,269  Property, and Equipment, net                  626,090 626,090 ----------- ----------- TOTAL ASSETS                                $   726,359 $   726,359 =========== ===========  LIABILITIES AND STOCKHOLDERS' (Deficit) Current Liabilities: Accounts Payable                        $    13,933 $    13,933 Accrued Dividends Payable                     3,000 3,000  Preferred Stock $.001 par value authorized 20,000,000; 800,000 issued; liquidation value of $1.00 per share              -               941,176 ----------- ----------- Total Current Liabilities                  16,933 958,109 ----------- ----------- Total Liabilities                        16,933 958,109  Preferred Stock $.001 par value authorized 20,000,000; 800,000 issued; liquidation value of $1.00 per share            800 -  Stockholders' (Deficit) Common Stock $.001 par value authorized 50,000,000 shares; issued and outstanding 7,167,858                     7,168 7,168 Additional Paid-in Capital                  1,368,784 569,583 Accumulated Deficit                          (667,326) (808,501) --------- --------- Total Stockholders' (Deficit)               709,426 (231,750) --------- ---------   TOTAL LIABILITIES AND STOCKHOLDERS' (Deficit) $ 726,359 $ 726,359 ========= =========   For the three months ended December 31, 2006 -------------------------------------------- Statements of Operations As Originally Reported   As Restated On 10-QSB Revenues Product Sales                           $   23,851         $   23,851 Internet Services                            3,784              3,784 ----------         ---------- Total Revenues                              27,635             27,635  Cost of Goods Sold                          13,584             13,584 ----------         ---------- Gross Profit                                14,051             14,051  Selling, General, and Administrative Expenses                                   177,218            177,218 ----------         ---------- Net Income (Loss) from Operations         (163,167)          (163,167)  Other Income Interest Income                                477                477 Interest Expense - (8,000) ----------         ---------- Total Other Income                             477             (7,523)  Net Income (Loss) Before Income Taxes     (162,690)          (170,690)  Provision for Income Taxes                       -                  - ----------         ---------- Net Income (Loss)                         (162,690)          (170,690) Dividends on Preferred Stocks               (8,000)                 - ----------         ---------- Net Income Available to Common Shareholders                            $ (170,690)        $ (170,690) ==========         ========== Basic & Diluted Earnings/(Loss) Per Common Share                            $    (0.02)        $    (0.02) ==========         ========== Weighted Average Common Shares Outstanding                              7,167,858          7,167,858 =========          =========   For the three months ended December 31, 2005 -------------------------------------------- Statements of Operations As Originally Reported   As Restated On 10-QSB Revenues Product Sales                           $   18,243         $   18,243 Internet Services                            3,805              3,805 ----------         ---------- Total Revenues                              22,048             22,048    Cost of Goods Sold                          11,591             11,591 ----------         ---------- Gross Profit                                10,457             10,457  Selling, General, and Administrative Expenses                                    75,794            72,794 ----------         ---------- Net Income (Loss) from Operations          (65,517)          (62,517) Other Income Interest Income                              2,530              2,530 Interest Expense - (8,000) ----------         ---------- Total Other Income                           2,530             (5,470)  Net Income (Loss) Before Income Taxes      (62,987)           (67,987)  Provision for Income Taxes                       -                  - ----------         ---------- Net Income (Loss)                          (62,987)           (67,987) ----------         ---------- Net Income Available to Common Shareholders                            $  (62,987)        $  (67,987) ==========         ========== Basic & Diluted Earnings/(Loss) Per Common Share                            $    (0.01)        $    (0.01) ==========         ========== Weighted Average Common Shares Outstanding                              6,262,391          6,262,391 =========          =========   For the three months ended December 31, 2006 --------------------------------------------  Statements of Cash Flows As Originally Reported    As Restated On 10-QSB Cash Flows From Operating Activities Net Loss                                    $(162,690)            $(170,690) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation                                  5,326                 5,326 Non cash interest expense -                 8,000 Stock issued for Services                   126,000               126,000 Decrease in Accounts Receivable                   -                     - (Increase)/Decrease in Prepaid Expenses         640                   640 (Increase)/Decrease in Inventory              7,252                 7,252 Increase/(Decrease)in Unearned Revenue         (220)                 (220) Increase/(Decrease) in Current Liabilities   (2,408)               (5,408) ---------               -------- Net Cash Provided by (Used in) Operating Activities                         (26,100)              (29,100)  Cash Flows From Investing Activities Purchase of Assets                            (29,817)              (29,817) ---------               -------- Net Cash Used in Investing Activities         (29,817)              (29,817)    Cash Flows From Financing Activities Inventory Contributed to Capital Consulting -                     - Preferred Dividends                            (3,000)                    - ---------              -------- Net Cash Provided by Financing Activities      (3,000)                     -  Net Increase (Decrease) in Cash               (58,917)              (58,917)  Beginning Cash Balance                         85,744                85,744 ---------              -------- Ending Cash Balance                         $  26,827             $  26,827 =========              ========  Supplemental Disclosure Information Cash paid during the quarter for interest   $    (477)             $   (477) Cash paid during the year for income taxes  $       -              $      - Inventory Given in lieu of Cash on Preferred Dividends Paid with Inventory         3,000              $      - Stock Issued for Services                   $ 126,000              $126,000 Stock Issuance for Inventory, Services and Payment of Current Liabilities                               $       -              $      -    For the three months ended December 31, 2005 --------------------------------------------  Statements of Cash Flows As Originally Reported    As Restated On 10-QSB Cash Flows From Operating Activities Net Loss                                    $ (62,987)            $ (67,987) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation                                  1,343                 1,343 Non cash interest expense -                 3,000 Stock issued for Services                    12,000                12,000 Decrease in Accounts Receivable                 817                   817 (Increase)/Decrease in Prepaid Expenses           -                     - (Increase)/Decrease in Inventory              1,641                 1,641 Increase/(Decrease)in Unearned Revenue          550                   550 Increase/(Decrease) in Current Liabilities    3,361                 3,361 ---------               -------- Net Cash Provided by (Used in) Operating Activities                         (43,275)              (45,275)  Cash Flows From Investing Activities Purchase of Assets                            (41,616)              (41,616) ---------               -------- Net Cash Used in Investing Activities         (41,616)              (41,616)  Cash Flows From Financing Activities Inventory Contributed to Capital Consulting -                     - Preferred Dividends                            (2,000)                    - ---------              -------- Net Cash Provided by Financing Activities      (2,000)                    -    Net Increase (Decrease) in Cash               (86,891)              (86,891)  Beginning Cash Balance                        435,367               435,367 ---------              -------- Ending Cash Balance                         $ 348,476             $ 348,476 =========              ========  Supplemental Disclosure Information Cash paid during the quarter for interest   $    (477)             $      - Cash paid during the year for income taxes  $       -              $      - Inventory Given in lieu of Cash on Preferred Dividends Paid with Inventory         3,000              $      - Stock Issued for Services                   $     300              $    300 Stock Issuance for Inventory, Services and Payment of Current Liabilities                               $   98,700             $ 98,700   Previously the Companys preferred stock was recorded as equity. Due to the fact that the shares are convertible into a variable amount of common shares at a fixed value of $941,176, the Company has reclassified the preferred shares as a liability, pursuant to Statement on Financial Accounting Standards No. 150. The difference in the value of the preferred stock and the liability ($141,176) has been recorded as interest expense. Also, the dividends paid on the preferred stock, totaling $8,000, which was originally recorded as dividends, has been reclassified as an interest expense.   <PAGE>                         F-5  Item 2.   Management's Discussion and Analysis or Plan of Operation.  Results of Operations. ----------------------  The Three Months Ended December 31, 2006 Compared to The Three Months Ended December 31, 2005. ------------------------  During the quarterly period ended December 31, 2006, we received revenues of $27,635, as compared to revenues of $22,048 during the quarterly period ended December 31, 2005.  In the 2006 period, product sales were $23,851 and service revenues were $3,784.  In the 2005 period, $18,243 came from products and $3,805 came from our services sources.  In November, 2006, we opened our bricks-and-mortar location in Ft. Lauderdale, Florida and this accounts for the increase in revenues over the prior year period.  As we establish our presence with this physical retail outlet, we expect that our sales of comics and collectibles will continue to increase, both in real terms and relative to the amount of income that is derived from internet services.  Costs of sales during the quarterly periods ended December 31, 2006, and 2005, were $13,584 and $11,591, respectively.  This increase is due to our increased inventory purchases in the 2006 period to stock our new retail   location.  We expect that cost of goods sold will continue to increase in future periods as sales increase from our brick and mortar retail location.  Operating expenses increased to $177,218 during the quarterly period ended December 31, 2006, from $72,974 in the year-ago period. The significant increase was mainly due to $126,000 stock-based compensation paid to our new CFO for services rendered.  For the three months ended December 31, 2006, we had a loss of 170,690, as compared to a loss of $67,987 during the December 31, 2005, period.  Liquidity. ----------  The Company had cash on hand of $26,827 at December 31, 2006. We believe that this cash on hand may not be sufficient to meet our expenses through the end of our 2007 fiscal year.  Based on our recent sales growth and operating history, we expect to achieve profitability no later than the second quarter of 2008.  Our revenues tend to increase significantly in the Thanksgiving to Christmas holiday season.  If we are not able to sustain an operating profit, we expect that we will have to raise money again by selling shares of common stock or through loans. Financing for the Company's activities to date has been primarily provided by issuance of common or preferred stock for cash and for services.  Our ability to achieve a level of profitable operations and/or additional financing may affect our ability to continue as a going concern.  Forward-Looking Information. ----------------------------  Statements made in this Form 10-QSB 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 gain a larger share of the market in our industry, our ability to continue to market products acceptable to consumers, and our ability to retain relationships with suppliers, 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, in addition to those contained in our reports on file with the Securities and Exchange Commission, general economic or industry conditions, nationally and/or in the communities in which we conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in the Internet retailing industry, the development of products that may be superior to the products offered by us, competition, changes in the quality or composition of our products, our ability to develop new products, our ability to raise capital, changes in accounting principals, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the 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.  We do 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.  Item 3A(T).   Controls and Procedures.  Management's Annual Report on Internal Control over Financial Reporting.  In light of certain comments that we received on March 2, 2007, and June 1, 2007, from the Securities and Exchange Commission regarding the accounting treatment of our preferred stock and preferred stock dividends, we reconsidered the effectiveness of our disclosure controls and procedures as of December 31, 2006.  Our President and Secretary have concluded that as of December 31, 2006, there were deficiencies in the design or operation of our internal control over financial reporting that constitutes 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 of the annual or interim financial statements will not be prevented or detected.  The material weakness identified relates to the lack of sufficient knowledge and experience of the personnel preparing our financial statements regarding the application of US GAAP and SEC requirements.  As required by Rule 13a-15(b) of the Securities and Exchange Commission, we carried out an evaluation under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2006.  Based on this evaluation, our President and Chief Executive Officer have concluded that the Company's controls and procedures as of December 31, 2006, are not effective at the reasonable assurance level.  During the third quarter of our 2007 fiscal year, we engaged the services of J&J Consultants LLC, whose accountants have significant knowledge and over 40 years combined experience regarding the application of US GAAP and SEC requirements in order to remediate this weakness.  These accountants will be involved in the preparation of our financial statements beginning with the third quarter of our 2007 fiscal year.  Changes in Internal Control over Financial Reporting.  There have been no changes in Internal Control over financial reporting during this period represented by this report.   PART II - OTHER INFORMATION  Item 1.   Legal Proceedings.  None; not applicable.  Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.  On December 18, 2005, the Company issued 300,000 "unregistered" and   "restricted" shares of its common stock to Nicole Leigh van Coller in consideration of services rendered.  Fifty percent of these shares were issued for services performed during the year ended September 30, 2005, and the other fifty percent were issued for services to be rendered in the fiscal year ending September 30, 2006.  Management valued these shares at the fair market value on the date of the Board's resolution, amounting to $0.32 per share, or $96,000.  This compensation expense will be recognized in the period that the services are rendered.  Specifically, $48,000 had been accrued for as of the balance sheet date and recognized as general and administrative expense for the services performed during fiscal year 2005, $12,000 has been recognized during the first quarter of the fiscal year 2006 and $36,000 has been booked to prepaid expense.  This amount will be evenly amortized off throughout the fiscal year 2006.  On December 11, 2006 the Board of Directors authorized issuance of 300,000 "unregistered" and "restricted" shares of common stock to newly appointed CFO Chris Ebersole for services rendered.  Compensation expense was recorded at December 11, 2006 in the amount of $126,000, based on a closing share price of $.42 on the date authorized.  The shares were not actually issued until February 8, 2007.  Item 3.   Defaults Upon Senior Securities.  None; not applicable.  Item 4.   Submission of Matters to a Vote of Security Holders.  None; not applicable.  Item 5.   Other Information.  None; not applicable.  Item 6.   Exhibits.  31.1 302 Certification of Nicole Leigh van Coller  31.2 302 Certification of Christopher Ebersole  32   906 Certification <PAGE>  SIGNATURES  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  ZALDIVA, INC.   Date:  7-11-07                          By: /s/ Nicole Leigh van Coller ---------                             --------------------------- Nicole Leigh van Coller, Director and President  Date:  7-11-07                             /s/ Christopher Ebersole   ----------                            ------------------------- Christopher Ebersole, Chief Financial Officer   Date:  7-11-07                               /s/ Robert Lees ---------                             ------------------------ Robert Lees, Director  Date:  7-11-07                              /s/ Jeremy van Coller --------- ----------------------  Jeremy van Coller, Director