UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended:  September
30, 2008  or  [ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from
                 to  Commission file number 000-49652 ZALDIVA, INC. (Exact Name of registrant as specified
 in its Charter)  Florida
65-0773383(State or
other Jurisdiction of Incorporation or organization)
(I.R.S. Employer Identification
No.)  331 East Commercial Blvd. Ft. Lauderdale, Florida 33334 (Address of Principal Executive
Offices)  (877) 925-3482 (Registrants Telephone Number, including
area code)  Securities registered pursuant to Section
12(b) of the Act: None  Securities registered pursuant to Section
12(g) of the Act: Common Stock, par value $0.001  Indicate by check mark if the Registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes
[  ] No [X]  Indicate by check mark if  the Registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes [  ]   No [X]  Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. (1) Yes [X] No [  ]
    (2) Yes [X] No [  ]  Indicate by check mark if disclosure of
delinquent filers pursuant to item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [  ]   1   Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company:  Large accelerated
filer       [   ]
Accelerated filer
                    [ 
 ]Non-accelerated
filer         [ 
 ]
Smaller reporting
company   [X]  Indicate by check mark whether the
Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes [  ] No [X]  State the aggregate market value of the
voting and non-voting common stock held by non-affiliates computed by reference
to the price at which the common stock was last sold, or the average bid and
asked price of such common stock, as of the last business day of the
Registrant's most recently completed second fiscal quarter.  December 16, 2008 - $1,861,581.90.  There are
approximately 6,205,273 shares of common voting stock of the Registrant
beneficially owned by non-affiliates.  There is a limited public market for
the common stock of the Registrant, so this computation is based upon the bid
price of $0.30 per share of the Registrant's common stock on the OTC Bulletin
Board.  APPLICABLE ONLY TO REGISTRANTS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:  Not applicable.  Indicate the number of shares outstanding
of each of the registrants classes of common equity, as of the latest
practicable date:  December  17, 2008:  Common  8,213,332 December 17, 2008:  Preferred  500,000  Documents incorporated
by reference: See Item 15.  PART I  ITEM 1.  BUSINESS  Description of Business  Zaldiva, Inc., a Florida corporation (the "Company," "we"
or "us"), is in the business of selling comic books, toys and collectible items
at our retail location at 331 East Commercial Blvd., Ft. Lauderdale, Florida,
and through our web sites, Zaldiva.com, and Zaldivacomics.com.  We also
offer web design, hosting and IT services as well as our own brand of premium
cigars and accessories. Since fiscal 2003, we have focused our operations
increasingly on our online comic book and collectible retail operations, with
less emphasis on cigar sales and web design and hosting. Following the grand
opening of our new "brick-and-mortar" retail location in December, 2006, we
expect that our operations will increasingly focus on the comic book and
collectible end of business.  In the future, we may also acquire other
small companies offering similar products and services, although we do not have
any current deals in negotiation.  We sell Zaldiva cigars and accessories through our
e-commerce web site as well as through direct sales to establishments and
individuals.  We also receive some referral business.  We advertise
through trade shows and some periodicals, although the bulk of our advertising
is done on the Internet.  Our web site, www.zaldivacigars.com acts mainly
as an online brochure, but we are also able to accept orders through the
shopping cart on the site.  Our retail location at 331 E Commercial Blvd, Ft.
Lauderdale, FL 33334 officially opened for business on November 24, 2006.   2   Comic
Books and Related Collectibles.  Comic books have been around at least as long as movies
have. According to The Overstreet Comic Book Price Guides regular publication
The Golden Age Quarterly, 1933 saw the publication of the first comic
book in the size that would subsequently define the format.  Credit for the
first comic book ever created typically goes to Richard Fenton Outcalt's
creation, "The Yellow Kid," in 1896.  Outcalt essentially synthesized what
had been made before him and introduced a new element, the balloon, a space
where he wrote what the characters said, and that pointed to their mouth with a
kind of tail.  From that point, the basis for a brand-new kind of art
was set, and the adventure began.  In the first decades of their life,
comic books were primarily for childrens amusement, and this explains the name
they carry today in the English language.  Presently, the comic book industry is still going strong
more than 100 years after its birth. With advances like computer generated
images (CGI), today's movie screens are filled with stories from comic books. In
recent times, we have experienced such blockbuster movie hits as the "Batman"
saga; "Spawn," which had its own animated series on HBO; "Spider-Man"; "X-Men"
and "X-Men 2"; "The Hulk"; "The League of Extraordinary Gentlemen"; "DareDevil";
"Hellboy," "The Punisher" and "Electra". Many television shows have also sprung
from the pages of comic books, most notably, "Smallville."  This unlimited market transcends all barriers, including
age, race and gender, and also language, since most shows and movies are
released in dubbed versions world-wide.  Movies are released twice, first
at the theater and then again in DVD and/or VHS format.  The comic books
themselves create a demand for collectible items; and the movies and televisions
shows create even more of a demand.  A popular comic book can, and often
does, spawn hundreds of items to be collected and adored by its fans.  We
are engaged in the business of selling those items  everything from the comic
book to the movie adaptation softcover book, and from the t-shirt to the prop
replicas for the die-hard fans.  Traditional Marketing.  With the grand opening of our brick-and-mortar retail
location in December, 2006, our operations began to take a more traditional
marketing approach.  Brick-and-Mortar Store  The Company has taken out advertisements in local papers
read by our target audience and we have also purchased radio spots on
high-school and college radio stations. Flyers have been passed out as well as
cooperatively placed in local businesses and restaurants. A costumed character
was hired to wave to the traffic passing by in front of the store. More than
65,000 cars pass the location each day on their way to the highway entrance, so
the sign on the building itself is a huge and effective form of
advertisement.  Zaldiva.com  Advertisement for our web site is done through search
engines, banner exchange programs and opt-in e-mail activities  all designed to
drive traffic to our site.  Weekly specials and featured items are
regularly created to increase return traffic.  Principal Products or Services and Their
Markets  Our principal products are the comic books, toys and
collectibles that we sell from our store in Ft. Lauderdale, Florida and through
our web site (www.zaldiva.com).  We also sell cigars and accessories, but
this currently comprises less than ten percent of our business.  Zaldiva
has maintained an e-commerce web presence through Zaldiva.com since July of
1997.  Experience and a very low overhead are Zaldiva's principal
advantages in this area.  We also provide upscale web site development, design,
programming and hosting, although this facet of our operations has also declined
in importance in recent years.  We have developed and maintain web sites
for  3   approximately 100 clients.
 Most of our clients are businesses.  They are involved in many
different industries and are widely dispersed geographically.  We charge
our clients on average $20 per month for hosting services, as well as design,
updating and service fees.  Zaldiva Web Solutions co-locates our servers
with Rackspace, which allows us to offer 100% up time, guaranteed, with multiple
connections for redundancy.  It has approximately one megabyte of
bandwidth, which is enough to support over 200 sites.  We do not believe we
will need to expand our bandwidth capability in the near future.  In our comic books business, we sell pop-culture comic
book related collectibles, that primarily include action figures, dolls,
statues, die-cast vehicles, T-shirts, books, magazines, posters and lithographs,
household decor and decorative items, board and card games, caps and hats,
licensed advertisements, plush toys, and some sports memorabilia.  The only services related to our comic book and related
collectibles business provided by us are those services regarding newsletter
subscriptions and/or free email accounts.  Distribution Methods of the Products or
Services  All items sold in our comic book and related collectibles
business are sold on our online stores at Zaldiva.com and ZaldivaComics.com and,
since December, 2006, in our retail store in Ft. Lauderdale, Florida.  In November, 2003, we began accepting PayPal and eChecks
from Authorize.net as payment for our products (in addition to traditional
credit card payments).  This has allowed us to make non-U.S. sales with
ease, and these payment methods have proven beneficial to us.  Status of any Publicly Announced New
Product or Service  Zaldiva does not currently have any new product/service
that has been publicly announced.  Competitive Business Conditions and Smaller Reporting
Company's Competitive Position in the Industry and Methods of
Competition  The comic book and collectible retailing industry is no
more or less competitive than any other business.  Our competitors include
other brick-and-mortar and online retailers of comics, toys and collectibles.
Zaldiva.com Comics & Collectibles does however have several advantages in
the current market.  No. 1: Location Zaldiva.com Comics & Collectibles
is located on the East side of the Greater Ft. Lauderdale area where there are
few current competitors.  No. 2: Location/Heavy Traffic Commercial Blvd. is a heavily
traveled road which runs East and West through Ft. Lauderdale and the
surrounding cities. There is no highway to take travelers East and West in this
section of the city, so Commercial Blvd. is most often used. The store is
located about one-half mile East of the extremely busy Commercial Blvd.
entrances and exits to I95. This location puts at least 65,000 cars in front of
the store each day. Zaldivas largest competitor is about eight miles West of
the new store. Many people who live on the East side of Ft. Lauderdale and
surrounding cities have had to travel through heavy traffic to this competitor
for the past decade  simply because there was no choice. The new store makes it
easy not only for those living on the East side to get their collectibles, but
for people to the South (the Hollywood/Miami areas) and to the North (the Boca
Raton/Palm Beach areas) because of our proximity to the highway (I95).  No. 3: Knowledge and Attitude We KNOW and love comics and
collectibles. Other stores hire cheap labor to put behind the counter  and it
shows. Zaldivas customers receive a warm and genuinely friendly greeting when
they arrive. All of their questions are answered. We can find a common interest
with anyone that walks in and run with it. We can recommend comics books based
upon their interests. If they havent read a comic in years, we can get them up
to speed. All of these things result in return customers. Many customers fly
through our recommended  4   books and
return within days to get the next issue/volume or to get yet another
recommendation.  No. 4: Our Online Store No other local shops currently
provide an online purchase/in-store pick up option. No other local shops even
offer their full line of products both online and in-store  so we are unique in
that area. The web-site is maintained by Zaldiva, so the overhead is next to
nothing.  No. 5: Gift Certificates We offer both on-line and in-store
gift certificates. As simple as this sounds, none of our local competitors offer
them. They were a big hit for Christmas and they cost no more than a little
paper and ink.  We had no outstanding gift certificates at September 30,
2008.  Sources and Availability of Raw
Materials and Names of Principal Suppliers  Zaldiva does not use any raw materials in its
operations.  Dependence on One or a Few Major
Customers  None; not applicable.  Patents, Trademarks, Licenses,
Franchises, Concessions, Royalty Agreements or Labor Contracts, including
Duration  We have obtained a trademark with the Florida Department
of State for our logo, the word "Zaldiva" and a design of a crest in an oval
shape with two birds, a star, leaves and a sunburst.  Under Florida law,
the knowing or willful forgery or counterfeiting of a Florida trademark
constitutes the crime of counterfeiting, which may be a felony or a misdemeanor,
depending on the circumstances.  Our trademark will expire on November 27,
2011, but it may be renewed for a fee of $87.50. (This trademarked logo is used
expressly for Zaldiva Cigars). We have not applied for a registered trademark
with the U.S. Patent and Trademark Office.  Need for any Governmental Approval of
Principal Products or Services  None; not applicable.  However, see the caption
"Effect of Existing or Probable Governmental Regulations on Business,"
below.  Effect of Existing or Probable
Governmental Regulations on the Business  Zaldiva is subject to general business laws, rules and
regulations, as well as laws, rules and regulations relating to the Internet and
e-commerce.  These regulations may cover issues such as privacy, taxation,
intellectual property, content, consumer protection and products liability.
 Compliance with these regulations may be expensive and time consuming and
may impact our profitability in the future.  Smaller Reporting
Company  We are subject to the reporting
requirements of Section 13 of the Exchange Act, and we are subject to the
disclosure requirements of Regulation S-K of the SEC, as a smaller reporting
company.  That designation will relieve us of some of the informational
requirements of Regulation S-K.  Sarbanes/Oxley Act  We are also subject to the Sarbanes-Oxley
Act of 2002.  The Sarbanes/Oxley Act created a strong and independent
accounting oversight board to oversee the conduct of auditors of public
companies and strengthens auditor independence.  It also requires steps to
enhance the direct responsibility of senior members of management for financial
reporting and for the quality of financial disclosures made by public companies;
establishes clear statutory rules to limit, and to expose to public view,
possible conflicts of interest affecting securities analysts; creates guidelines
for audit committee members appointment, compensation and oversight of the work
of public  5   companies
auditors; management assessment of our internal controls; auditor attestation to
managements conclusions about internal controls (anticipated to commence with
the December 31, 2009, year end); prohibits certain insider trading during
pension fund blackout periods; requires companies and auditors to evaluate
internal controls and procedures; and establishes a federal crime of securities
fraud, among other provisions. Compliance with the requirements of the
Sarbanes/Oxley Act will substantially increase our legal and accounting
costs.  Securities Exchange Act of 1934, as
amended (the Exchange Act) Reporting Requirements  Section 14(a) of the Exchange Act requires
all companies with securities registered pursuant to Section 12(g) of the
Exchange Act to comply with the rules and regulations of the SEC regarding proxy
solicitations, as outlined in Regulation 14A. Matters submitted to shareholders
of the Company at a special or annual meeting thereof or pursuant to a written
consent will require the Company to provide the Companys shareholders with the
information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the SEC at least 10 days prior
to the date that definitive copies of this information are forwarded to the
Companys shareholders.  We are required to file annual reports on
Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange
Commission on a regular basis, and are required to timely disclose certain
material events (e.g., changes in corporate control; acquisitions or
dispositions of a significant amount of assets other than in the ordinary course
of business; and bankruptcy) in a Current Report on Form 8-K.  Research and Development Costs During
the Last Two Fiscal Years  Zaldiva has not spent any money on research and
development and we do not anticipate any need in the foreseeable future to spend
resources on research and development.  Cost and Effects of Compliance with
Environmental Laws  Since the nature of its business is retail sales and
marketing, Zaldiva does not believe that it will have any environmental
compliance concerns.  Number of Total Employees and Number of
Full Time Employees  As of September 30, 2008, Zaldiva had four full-time and
no part-time employees.  They are not part of any union, and we believe
that our relationships with them are good.  Additional Information  You may read and copy any materials that we
file with the SEC at the SECs Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549.  You may also find all of the reports or
registration statements that we have filed electronically with the SEC at its
Internet site at www.sec.gov.
 Please call the SEC at 1-202-551-8090 for further information on this or
other Public Reference Rooms.  The Companys SEC Reports are also available
from commercial document retrieval services, such as Corporation Service
Company, whose telephone number is 1-800-222-2122.  ITEM 1A.  RISK FACTORS  Not required for Smaller Reporting Companies.  ITEM 1B.  UNRESOLVED STAFF
COMMENTS  Not required for Smaller Reporting Companies.  ITEM 2:  PROPERTIES  In September, 2004, we purchased a property located at
331 East Commercial Boulevard in Fort Lauderdale,  6   Florida.  The property is
situated in a high-traffic commercial residential area.  We have renovated
and expanded the property, which is now being used as a retail location for
higher-end collectibles.  We opened the property for business on November
14, 2006, and had our grand opening on December 16, 2006.  The property consists of approximately 1600 to 1700
square feet.  We purchased the property for approximately $239,000 cash,
using the proceeds from a private placement of preferred stock.  The total
cost of renovation was approximately $415,000.  ITEM 3:  LEGAL PROCEEDINGS  Zaldiva is not a party to any pending legal proceeding.
 To the best of our knowledge, no federal, state or local governmental
agency is presently contemplating any proceeding against us.  No director,
executive officer or affiliate of Zaldiva or owner of record or beneficially of
more than five percent of our common stock is a party adverse to Zaldiva or has
a material interest adverse to us in any proceeding.  ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS  No matter was submitted to a vote of our stockholders
during the fourth quarter of the fiscal year covered by this Annual Report.   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 one year holding period of Rule 144 for public sales of
their respective holdings in our Company in accordance with Rule 144.  A minimum holding period of one year is
required for resales under Rule 144, along with other pertinent provisions,
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.  7   The high and low
closing bid prices for shares of our common stock of for each quarter within the
last two fiscal years, or the applicable period when there were quotations are
as follows:  Period
High
LowOctober 1, 2006 through
December 31, 2006
$0.45
$0.35January 1, 2007 through March
30, 2007
$0.71
$0.432April 1, 2007 through June
30, 2007
$0.75
$0.45July 1, 2007 through
September 30, 2007
$0.85
$0.60October 1, 2008 through
December 31, 2008
$0.85
$0.17January 1, 2008 through March
31, 2008
$0.46
$0.26April 1, 2008 through June
30, 2008
$0.48
$0.26July 1, 2008 through
September 30, 2008
$0.26
$0.10  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 149, 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, 2008, we paid all dividends
in cash of $20,000, with none in arrears.   8   Securities
Authorized for Issuance under Equity Compensation Plans  Plan Category
Number of Securities to be issued upon exercise of
outstanding options, warrants and rights
Weighted-average exercise price of outstanding
options, warrants and rights
Number of securities remaining available for future
issuance under equity compensation plans excluding securities reflected in
column (a)(a)
(b)
(c)Equity compensation plans approved by security
holders
-0-
-0-
-0-Equity compensation plans not approved by security
holders
-0-
-0-
-0-Total
-0-
-0-
-0-  Recent Sales of Unregistered Securities  During the last three years we issued the following
unregistered securities:  To whom
Date
Number of shares
Consideration*Nicole Leigh van Coller
12/05
300,000
Services valued at $96,000The Human Cash Register
6/06
305,000
Warrant exerciseTwo accredited investors
7/06
42,858
(1)Christopher Ebersole
12/06
300,000
Services valued at $126,000 and signing
bonusSuper Distributors
2/07
305,000
Warrant exercise at $0.25 per shareTwo accredited investors
5/07
28,332
(1)Two accredited consultants
5/07
(2)
(2)Super Distributors
7/07
357,142
Conversion of Preferred StockThree investors
8/07
305,000
Warrant exerciseOne accredited investor
8/08
(3)
$25,000  (1) We issued these shares of "unregistered" and
"restricted" shares of our common stock as payment for the quarterly dividends
of our Series A Preferred Stock.   9   (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 and 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  Period
(a) Total Number of Shares (or Units)
Purchased
(b) Average Price Paid per Share (or Unit)
(c) Total Number of Shares (or Units) Purchased as
Part of Publicly Announced Plans or Programs
(d) Maximum Number (or Approximate Dollar Value) of
Shares (or Units) that may yet be Purchased Under the Plans or
ProgramsMonth #1 July 1, 2008 through July 31, 2008
-0-
-0-
-0-
-0-Month #2 August 1, 2008 through August 31,
2008
-0-
-0-
-0-
-0-Month #3 September 1, 2008 through September 30,
2008
-0-
-0-
-0-
-0-Total
-0-
-0-
-0-
-0-   ITEM 6:  SELECTED FINANCIAL DATA  Not required for smaller reporting
companies.  ITEM 7:  MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION  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.  10    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 $16,967 as of
September 30, 2008, and total current assets of $97,496; total current
liabilities of $605,328; and a total stockholders equity of $142,861.
  We used cash of $85,802 and $78,546 for our operating activities
during the years ended September 30, 2008 and 2007, respectively. We also used
cash of $-0- and $87,595 in our investing activities during the years ended
September 30, 2008 and 2007, respectively. This cash came from the issuance of
common stock of $25,000 and $158,165 during those periods.  Results of Operations  For the years ended September 30, 2008 and 2007, we had
revenues of $247,337, and $164,248, respectively.   During the period
ended September 30, 2008, approximately 91.8% of our revenues were derived from
retail sales of comics and collectibles and cigars and accessories, with the
remaining 8.2% coming from our internet services.  In the fiscal year ended
September 30, 2007, these percentages were 85% and 15%, respectively. .Our
retail sales increased to $227,129 in 2008 from $139,336 in 2007 while our
internet sales decreased from $24,802 to $20,208. We expect retail sales to
continue to grow during 2009 and we also expect internet sales to increase due
to increased public awareness.  Cost of goods sold increased to $108,920 in the fiscal
year ended September 30, 2008, from $82,845 in the prior fiscal year.  As a
percentage of product sales, cost of goods sold decreased slightly, representing
44% of product sales in 2008, and 50% of product sales in 2007. The decrease was
due to commission sales. Included in our revenues are commissions of
approximately $9,066 from sales of products not owned by us. Since the products
were not ours we do not include them in cost of sales. We do not anticipate
commission revenues in the future as we focus on sales of our own products.  Our operating expenses increased to $688,485 in fiscal
2008, from $442,612, in fiscal 2007.  Net loss totaled $568,997 for the
year ended September 30, 2008, and net loss totaled $389,314 for the year ended
September 30, 2007.  The increase was primarily due to the value of
warrants granted to our employees and officers valued at $458,344 in 2008
compared to $152, 782 in 2007.  Our net loss for the year ended September 30, 2008 was
$568,997 compared to $389,314 in 2007, or ($0.07) per share compared to ($0.05)
share for the respective years. Excluding the non cash expenses for warrants and
shares issued for services our losses would have been $110,653 and $110,532,
respectively.  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, 2008 and 2007  11      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, 2008 and 2007, and the related statements of
operations, stockholders' equity, and cash flows for the years ended September
30, 2008 and 2007.  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, 2008 and 2007, and the results of operations
and cash flows for the years ended September 30, 2008 and 2007, 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 F 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 F.  The financial statements do not include any
adjustment that might result from the outcome of this uncertainty.  Mantyla, McReynolds, LLC December 19, 2008 Salt Lake City, Utah  12           ZALDIVA, INC.  BALANCE
SHEETS    September 30,
2008


September 30, 2007CURRENT ASSETSCash and cash
equivalents
$
16,967

$
77,769Inventories

80,529


84,973Prepaid
expenses

-


5,000Total Current
Assets

97,496


167,742PROPERTY &
EQUIPMENT, Net

650,693


668,906TOTAL ASSETS
$
748,189

$
836,648LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT
LIABILITIESAccounts payable and
accrued expenses
$
17,093

$
15,616Deferred
revenue

-


4,283Convertible preferred
stock; $0.001 par value,20,000,000
shares authorized, 500,000 sharesissued
and outstanding, respectively

588,235


588,235Total Current
Liabilities

605,328


608,134STOCKHOLDERS'
EQUITYCommon stock; $0.001
par value, 50,000,000shares
authorized, 8,213,332 and 8,163,332 sharesissued
and outstanding, respectively

8,213


8,163Additional paid-in
capital

1,730,771


1,247,477Accumulated
deficit

(1,596,123)


(1,027,126)Total Stockholders'
Equity

142,861


228,514TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
$
748,189

$
836,648    The
accompanying notes are an integral part of these financial statements.  13    ZALDIVA,
INC.       STATEMENTS
OF OPERATIONS   For the
Years EndedSeptember 30,2008

2007REVENUESProduct Sales
$
227,129

$
135,163Internet
services

20,208


29,085Total Revenues

247,337


164,248COST OF GOODS
SOLD

108,920


82,845Gross Profit

138,417


81,403OPERATING
EXPENSESGeneral and
administrative expenses

637,105


397,163Advertising
expense

19,147


22,848Website development
expenses

14,020


2,314Depreciation
expense

18,213


20,287Total Operating
Expenses

688,485


442,612OPERATING LOSS

(550,068)


(361,209)OTHER INCOME
(EXPENSE)Interest
income

1,071


895Interest
expense

(20,000)


(29,000)Total Other Income
(Expense)

(18,929)


(28,105)NET LOSS
$
(568,997)

$
(389,314)BASIC AND DILUTEDLOSS PER
SHARE
$
(0.07)

$
(0.05)WEIGTHED AVERAGE
 NUMBER OF SHARESOUTSTANDING

8,169,633


7,422,159     The
accompanying notes are an integral part of these financial statements.   14   ZALDIVA, INC.       STATEMENT
OF STOCKHOLDERS EQUITY (DEFICIT)   Additional




TotalCommon
Stock

Paid-In

Accumulated

Stockholders'Shares

Amount

Capital

Deficit

Equity
(Deficit)Balance, September
30, 2006
6,867,858

$
6,868

$
443,884

$
(637,812)

$
(187,060)Warrants
exercised
610,000


610


152,720


-


153,330Contributed
capital
-


-


4,835


-


4,835Conversion of
convertiblepreferred
stock
357,142


357


352,584


-


352,941Common stock issued
for services
300,000


300


125,700


-


126,000Common stock issued
for dividends
28,332


28


14,972


-


15,000Fair value of
warrants granted
-


-


152,782


-


152,782Net loss for the
yearended
September 30, 2007
-


-


-


(389,314)


(389,314)Balance, September
30, 2007
8,163,332


8,163


1,247,477


(1,027,126)


228,514Common stock issued
for cash
50,000


50


24,950


-


25,000Fair value of
warrants granted
-


-


458,344


-


458,344Net loss for the year
ended
September
30, 2008
-


-


-


(568,997)


(568,997)Balance, September
30, 2008
8,213,332

$
8,213

$
1,730,771

$
(1,596,123)

$
142,861    The
accompanying notes are an integral part of these financial statements.  15    ZALDIVA,
INC.       STATEMENTS
OF CASH FLOWS    For the
Years EndedSeptember 30,2008

2007CASH FLOWS FROM
OPERATING ACTIVITIESNet loss
$
(568,997)

$
(389,314)Adjustments to
reconcile net loss to net cashused by
operating activities:Depreciation
expense

18,213


20,287Fair value of
warrants

458,344


152,782Noncash interest
expense

-


15,000Common stock issued
for services

-


126,000Changes in operating
assets and liabilities(Increase) decrease
in inventory

4,444


(4,279)(Increase) decrease
in prepaid expenses

5,000


640Increase (decrease)
in accounts payable and accrued expenses

1,477


338Increase (decrease)
in unearned revenue

(4,283)


-Net Cash Used by
Operating Activities

(85,802)


(78,546)CASH FLOWS FROM
INVESTING ACTIVITIESPurchase of property
and equipment

-


(87,595)Net Cash Used by
Investing Activities

-


(87,595)CASH FLOWS FROM
FINANCING ACTIVITIESProceeds from
issuance of common stock

25,000


158,165Net Cash Provided by
Financing Activities

25,000


158,165NET INCREASE
(DECREASE) IN CASH

(60,802)


(7,976)CASH AT BEGINNING OF
YEAR

77,769


85,745CASH AT END OF
YEAR
$
16,967

$
77,769SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATIONCASH PAID FOR:Interest
$
20,000

$
14,000Income taxes
$
-

$
-NON CASH FINANCING
ACTIVITIES:Stock issued as
dividend on preferred stock
$
-

$
(15,000)Preferred stock
converted to common stock
$
-

$
352,941  The
accompanying notes are an integral part of these financial statements.   16    ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  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:  Statements of Cash Flows  Cash is comprised of cash on hand or on deposit in banks.
 The Company has $16,967and $77,769 as of September 30, 2008 and 2007,
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, 2008 and 2007 consists of collectibles and memorabilia recorded at a cost of
$80,529 and $84,973, respectively.  This inventory is listed and described
on the Company's web site where it is available for sale.  Income Taxes  The Company applies Statement of Financial Accounting Standard
(SFAS) No. 109, "Accounting For Income Taxes," 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. The Company adopted FASB
Interpretation No.  17    ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE A  SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES
(Continued)  Income Taxes (Continued) 48 (FIN 48), Accounting for Uncertainty in Income Taxes 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 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 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, 2008 and 2007 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, 2008 and 2007 there were
1,655,000 and 1,605,000 potentially dilutive shares resulting from the issuances
of warrants.  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, 2008 and 2007 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, 2008 and 2007,
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, 2008. 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, 2008, the Company has no deferred revenue for hosting
services to be provided over the next twelve months.   18    ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE A  SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES
(Continued)  Revenue Recognition (continued)  The Company has realized approximately $9,066 and $-0- from
commissions on sales through the on-line shopping center during the years ended
September 30, 2008 and 2007, 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.  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, 2008 and
2007, the Company had transactions totaling $0 and less than $7,000,
respectively, within the 15 day return period. No allowance for returns has been
recorded as of September 30, 2008 or 2007.  Accounts Receivable  Accounts receivable are stated at amounts owed to the Company from
customers.  Accounts which are determined to be uncollectible are
immediately written off.  The Company estimates an allowance for bad debt
based on historical experience and any other appropriate factors.  As of
the balance sheet date, the allowance is $0.  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.        19     ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE A  SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES
(Continued)  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 Statement of Financial Accounting
Standards No. 123(R), 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.  Currently, there are no stock-based
compensation or option plans in place.  Impact of Recent Accounting Pronouncements In June 2008, the FASB issued FASB Staff Position EITF
03-6-1, Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities, (FSP EITF 03-6-1). FSP EITF
03-6-1 addresses whether instruments granted in share-based payment transactions
are participating securities prior to vesting, and therefore need to be included
in the computation of earnings per share under the two-class method as described
in FASB Statement of Financial Accounting Standards No. 128, Earnings per
Share. FSP EITF 03-6-1 is effective for financial statements issued for fiscal
years beginning on or after December 15, 2008 and earlier adoption is
prohibited. We do not believe that FSP EITF 03-6-1 would have material effect on
our consolidated financial positionand results of operations if
adopted. In May 2008, the Financial Accounting Standards Board
(FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance
Contracts-and interpretation of FASB Statement No. 60.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium revenue
and claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Companys financial position,
statements of operations, or cash flows at this time.  In May 2008, the Financial Accounting Standards Board (FASB)
issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles.SFAS No. 162 sets forth the level of authority to
a given accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative category
will prevail. SFAS No. 162 will become effective 60 days after the SEC approves
the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards.
SFAS No. 162 has no effect on the Companys financial position, statements of
operations, or cash flows at this time.    20     ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE A  SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES
(Continued)  Impact of Recent Accounting Pronouncements (Continued) In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133.This standard
requires companies to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged.  The Company has not yet adopted the provisions of SFAS No. 161,
but does not expect it to have a material impact on its consolidated financial
position, results of operations or cash flows.  In December 2007, the SEC issued Staff Accounting Bulletin (SAB)
No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107
(SAB 107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for plain vanilla share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Companys consolidated
financial position, results of operations or cash flows.  In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statementsan amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Companys
consolidated financial position, results of operations or cash flows.  21     ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE A  SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES
(Continued)  Impact of Recent Accounting Pronouncements (Continued) In December 2007, the FASB, issued FAS No. 141 (revised 2007),
Business Combinations.This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Companys consolidated financial position, results of operations
or cash flows.  In February 2007, the FASB, issued SFAS No. 159,The Fair Value
Option for Financial Assets and LiabilitiesIncluding an Amendment of FASB
Statement No. 115.  This standard permits an entity to choose to
measure many financial instruments and certain other items at fair value. This
option is available to all entities. Most of the provisions in FAS 159 are
elective; however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning October
1, 2008 and determined that the adoption of this pronouncement did not have an
impact on its consolidated financial statements.  In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The FASB provided for a one-year deferral of the provisions of SFAS 157 for
non-   22     ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE A  SUMMARY OF SIGINIFICANT ACCOUNTING POLICIES
(Continued)  Impact of Recent Accounting Pronouncements (Continued) financial assets and liabilities that are recognized or disclosed
at fair value in the consolidated financial statements on a non-recurring basis.
We are currently evaluating the impact of adopting the provisions of
SFAS 157 for non-financial assets and liabilities that are recognized or
disclosed on a non-recurring basis. The adoption of SFAS 157 for financial
assets and liabilities is not anticipated to have a material impact on our
consolidated financial statements.  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, 2008 and 2007, 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 2years. Under FASB Statement 123 (R), 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. The Company recorded an expense of $458,344 and
$152,782for the warrants vesting during the
years ended September 30, 2008 and 2007, 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.  The following table summarizes the stock warrant activity as of
and for the years ended September 30, 2008 and 2007:     23     ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE B  ISSUANCE OF COMMON AND PREFERRED SHARES (CONTINUED)  Warrants
Wtd. Avg. Exercise Prices
Wtd. Avg. Remaning Life in Years
Aggregate Intrinsic ValueOutstanding
at October 1, 2006
305,000
$
0.25
0.75
$
76,250Granted
1,300,000

0.25
3.5

325,000Outstanding
at Sept. 30, 2007
1,605,000

0.25


401,250Granted
50,000

1.00
1.85

50,000Outstanding
at Sept. 30, 2008
1,655,000
$
0.27

$
451,250Exercisable
at Sept. 30, 2008
1,221,667
$
0.28
3.43
$
342,917  The
following table summarizes information about the stock warrants as of September
30, 2008:  Options/Warrants Outstanding

Options/Warrants ExercisableWtd. Avg.







Wtd. Avg.Range of



Remaining

Wtd. Avg.

Aggregate



Remaining

Wtd. Avg.

AggregateExercise



Contractual

Exercise

Intrinsic



Contractual

Exercise

IntrinsicPrices

Shares

Life (years)

Price

Value

Shares

Life (years)

Price

Value$
0.25


305,000


0.75

$
0.25

$
76,250


305,000


0.75

$
0.25

$
76,250$
0.25


1,300,000


3.5


0.25


325,000


866,667


3.5


0.25


216,667$
0.40


50,000


1.85


1.00


50,000


50,000


1.85


1.00


50,0001,655,000




$
0.27

$
451,250


1,221,667




$
0.26

$
342,917  The
following table summarizes information about non-vested warrants as of and for
the year ended September 30, 2008: Wtd.
Avg.Grant
DateWarrants

Fair
ValueNon-vested at
September 30, 2007


1,083,333

$
0.25Vested
during the year ended September 30, 2008


(650,000
)

0.25Non-vested at
September 30, 2008


433,333

$
0.25  24   ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE B  ISSUANCE OF COMMON AND PREFERRED SHARES (Continued) 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 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 357,142common 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
$641,176 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  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 was
recognized in the period that the services were rendered.  Specifically,
$48,000 was recognized as general and administrative expense for the services
performed during fiscal year 2005, and $48,000 has been recognized during the
fiscal year 2006.  In June 2006, the Company issued 305,000 shares of "unregistered"
and "restricted" common stock for Warrants that were exercised at $0.25 per
share.   25    ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE B  ISSUANCE OF COMMON AND PREFERRED SHARES (Continued)  During the year ended September 30, 2006 the Board of Directors
approved the issuance of 42,858 "unregistered" and "restricted" shares of its
common stock at $0.35 per share in lieu of $15,000 in total dividends due to two
shareholders on Series A Preferred Stock for the quarters commencing July 1,
2006, October 1, 2006 and January 1, 2007.  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 $0.42 on the date authorized.  The shares were not actually
issued until February 8, 2007. In February 2007, the Company issued 305,000
shares of "unregistered" and "restricted" common stock for Warrants that were
exercised at $0.25 per share.  On May 24, 2007 the Board of Directors authorized issuance of
28,332 shares of common stock, based upon the trading value of the common stock,
for the payment of $15,000 of dividends on its preferred stock. $0 and $5,000 of
the preferred dividends were prepaid as of September 30, 2008 and 2007,
respectively. In February 2007, the Company issued 305,000 shares of
"unregistered" and "restricted" common stock for Warrants that were exercised at
$0.25 per share. In August 2007, the Company issued 305,000 shares of
"unregistered" and "restricted" common stock for Warrants that were exercised at
$0.25 per share.  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. 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 following table
shows the components of the Companys deferred tax assets. All of the components
are noncurrent. Deferred
Tax Assets
Balance

Tax

RateLoss
Carryforward (expires 2028)
$   (615,741)

$ (215,510)

35%Depreciation
(3,409)

(1,193)Common
Stock Warrants
(611,126)

(213,894)Stock
Compensation Expense
(126,000)

(44,100)Total
Gross Deferred Tax Asset


(474,697)Valuation
Allowance


474,697Deferred
Tax Asset


$
              -  The valuation allowance has increased $279,741 from $194,956 as of
September 30, 2007.  Income tax expense differs from amounts computed by
applying the statutory Federal rate to pretax income as follows:   26   ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE
C  ACCOUNTING FOR INCOME TAXES Years Ended September 30,2008

2007Federal
statutory rate
35.0%

35.0%Effect
of:State
income taxes
0.0%

0.0%Change
in valuation allowance,Federal
and State; and other
-35.0%

-35.0%Effective
tax rate
0.0%

0.0%  The Company adopted the provisions of FIN 48 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 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 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
for fiscal year 2008 is presented in the table below: Balance
as of October 1, 2007
$
-Additions
based on tax positions related to the current year

-Additions
based on tax positions related to prior year

-Reductions
for tax positions of prior years

-Reductions
due to expiration of statute of limitations

-Settlements
with taxing authorities

-Balance
as of September 30, 2008
$
-  The
Company has filed income tax returns in the US. All tax years prior to 2004 are
closed by expiration of the statute of limitations.  The tax year ended
September 30, 2005, will close by expiration of the statute of limitations on
December 15, 2008.  The years ended September 30, 2006, 2007, and 2008 are
open for examination.  NOTE
D  PROPERTY  The
major classes of assets as of September 30 are as follows: 2008
        2007  Building
Improvements
$
     7,695
            $
  7,695Land
239,116
             239,116Building
417,755
             417,755Cigar
Equipment
17,634
               17,634Computer
Equipment
5,355
                 5,355Display
Equipment
19,995
               19,995Accumulated
Depreciation
(56,857)
          (38,644)Total
$
  650,693
          $668,906  27      ZALDIVA, INC. Notes to Financial Statements September 30, 2008 and 2007  NOTE
D  PROPERTY (CONTINUED)  Depreciation expense was $18,213 and $20,287, for the years ended
September 30, 2008 and 2007, respectively.  NOTE
E  SEGMENT INFORMATION  Statement of Financial Accounting Standard (SFAS) No. 131,
"Disclosures about Segments of an Enterprise and Related Information," 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
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.     28    ITEM 9:  CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  There are 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.  Based on that evaluation, our principal executive officer and our
principal financial officer concluded that our disclosure controls and
procedures as of the end of the period covered by the Annual Report were
effective such that the information required to be disclosed by the Company in
reports filed under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms and (ii)
accumulated and communicated to our management, including our principal
executive officer and our principal financial officer, as appropriate to allow
timely decisions regarding disclosure.  A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.  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, 2008.  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, 2008, our internal control over financial
reporting was effective.  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  None, not
applicable.   29   PART III  ITEM 10:
 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Identification of Directors and Executive Officers  The following
table sets forth the names of all current directors and executive officers of
the Company. These persons will serve until the next annual meeting of the
stockholders or until their successors are elected or appointed and qualified,
or their prior resignation or termination.  Name
Positions Held
Date
of Election or Designation
Date
of Termination or ResignationRobert B. Lees
President
12/24/97
4/19/07Chairman
CFO
12/24/97
7/10/08
*
*Director
12/24/97
*Nicole Leigh Van
Coller
President
Director
4/19/07
6/4/07
*
*John A. Palmer,
Jr.
Secretary
2/15/98
*Director
12/24/97
*Jeremy I. Van
Coller
Secretary
12/24/97
2/15/98Director
12/24/97
*COO
6/2/07
*Christopher
Ebersole
CFO
12/11/06
7/8/2008  * These persons presently
serve in the capacities indicated.  Business
Experience  Robert
B. Lees.  Mr. Lees, age 61, 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-van Coller is 37 years of age.  She is a 1989 graduate of Washington
High School in Phoenix, Arizona.  For the past five 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 70 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 29, 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  30   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  Our
President, Nicole Leigh-Van Coller and Jeremy I. Van Coller are husband and
wife.  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  31   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, 2008, there were no changes in the procedures by which
security holders may recommend nominees to Zaldivas Board of Directors; and
Zaldiva does not presently have a Nominating Committee for members of its Board
of Directors.  Nominations are considered by the entire Board.  Audit Committee  Zaldiva does not have an
Audit Committee, and it is not required to have an Audit Committee; Zaldiva does
not believe that the lack of an Audit Committee will have any adverse effect on
its financial statements, based upon current operations. Management will assess
whether an Audit Committee may be necessary in the future.  ITEM 11:
 EXECUTIVE COMPENSATION  All Compensation  Our Companys
officers and directors received 600,000 shares (200,000 shares each) for
services valued at $200 each on September 28, 2006, and none for the years ended
September 30, 2008, and 2007.  SUMMARY
COMPENSATION TABLE  Name and Principal
Position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock Awards
($)
(e)
Option Awards
($)
(f)
Non-Equity Incentive
Plan Compensation
($)
(g)
Nonqualified
 Deferred Compensation
($)
(h)
All Other
Compensation
($)
(i)
Total
Earnings
($)
(j)Robert B. Lees
Chairman,
CFO and Former
President
9/30/08
9/30/07
9/30/06
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0John A. Palmer,
Jr.
Secretary
and Director
9/30/08
9/30/07
9/30/06
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0Jeremy Van Coller
COO
Director
9/30/08
9/30/07
9/30/06
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0Christopher Ebersole,
Former CFO
9/30/08
9/30/07
9/30/06
0
22,200
0
0
(1)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0Nicole Leigh-Van
Coller,
President and
Director
9/30/08
9/30/07
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0   32    (1)
 In December, 2006, the Company authorized the issuance of 300,000
unregistered and restricted shares of its common stock to Christopher
Ebersole in consideration of services rendered from October, 2006, through
December, 2006, and as a signing bonus for agreeing to serve as the Companys
CFO.  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.  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.  Ownership
of Principal Shareholders Title Of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Owner
Percent of
ClassCommon Stock
Robert B. Lees
500,000
6.1%Common Stock
John A. Palmer,
Jr.
607,000
7.4%Common Stock
Nicole Leigh Van
Coller
601,429
7.3%  Security Ownership of Management  The following
table sets forth the share holdings of the Companys directors and executive
officers as of September 30, 2008:  Ownership
of Officers and Directors Title Of Class
Name and
Address of Beneficial Owner
Amount and Nature of
Beneficial Owner
Percent of
ClassCommon Stock
Robert B. Lees
500,000
6.1%Common Stock
John A. Palmer,
Jr.
607,000
7.4%Common Stock
Jeremy I. Van
Coller
299,630
3.6%Common Stock
Nicole Leigh Van
Coller
601,429
7.3%  In addition,
Nicole Leigh van Coller 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.   33   Securities
Authorized for Issuance under Equity Compensation Plans  Plan Category
Number of Securities
to be issued upon exercise of outstanding options, warrants and
rights
Weighted-average
exercise price of outstanding options, warrants and rights
Number of securities
remaining available for future issuance under equity compensation plans
excluding securities reflected in column (a)(a)
(b)
(c)Equity compensation
plans approved by security holders
-0-
-0-
-0-Equity compensation
plans not approved by security holders
-0-
-0-
-0-Total
-0-
-0-
-0-  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.   34   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, 2008, and 2007:  Fee category
2008

2007Audit fees
$
42,713

$
28,560Audit-related
fees
$
0

$
3,278Tax fees
$
1,340

$
2,284All other fees
$
0

$
0Total fees
$
44,053

$
34,122  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, 2008 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 van Coller, 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.  35     SIGNATURES  Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.  ZALDIVA,
INC.  Date:
December 19,
2008

By:
/s/Nicole Leigh
Van CollerNicole Leigh Van
CollerPresident and
Director  Pursuant to
the requirements of the Securities Exchange Act of 1934 this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.  ZALDIVA,
INC.  Date:
December 19,
2008

By:
/s/Nicole Leigh
Van CollerNicole Leigh Van
CollerPresident and
DirectorDate:
December 19,
2008

By:
/s/Robert B.
LeesRobert B.
LeesChief Financial
Officer and DirectorDate:
December19,
2008

By:
/s/Jeremy I. Van
CollerJeremy I. Van
CollerDirector    36