U. S. Securities and Exchange Commission Washington, D. C.  20549  FORM 10-KSB-A1  [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended September 30, 2006  [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _____________ to ____________  Commission File No. 000-49652 -----------------------------  ZALDIVA, INC. ------------- (Name of Small Business Issuer in its Charter)  FLORIDA                                 65-0773383 -------                                 ---------- (State or other jurisdiction of                (I.R.S. incorporation or organization)                             Employer I.D. No.)  331 East Commercial Boulevard Fort Lauderdale, FL 33334 ------------------------- (Address of Principal Executive Office)  Issuer's Telephone Number, including Area Code:  (877) 925-3482  2805 East Oakland Park Blvd. #376 Fort Lauderdale, FL 33306 ------------------------- (Former Name or Former Address, if changed since last Report)  Securities Registered under Section 12(b) of the Exchange Act: None Name of Each Exchange on Which Registered: None  Securities Registered under Section 12(g) of the Exchange Act:  $0.001 par value common stock  Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company 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 ---      ---                  ---      ---      Check if there is no disclosure of delinquent files in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Company's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  [ ]  State Issuer's revenues for its most recent fiscal year: September 30, 2006 - $77,649.  State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days.  December 18, 2006 - $1,588,412.10.  There are approximately 4,813,370 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 $0.33 per share of the Registrant's common stock on the OTC Bulletin Board.  (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)  Not Applicable.  (APPLICABLE ONLY TO CORPORATE ISSUERS)  State the number of shares outstanding of each of the Registrant's classes of common equity, as of the latest practicable date:  December 18, 2006  6,867,858  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      No X ---     ---  DOCUMENTS INCORPORATED BY REFERENCE  A description of "Documents Incorporated by Reference" is contained in Part III, Item 13.  Transitional Small Business Issuer Format   Yes      No  X ---     --- PART I  Item 1.  Description of Business. ------------------------  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, Zaldivacomics.com.  We also offer web design, hosting and IT services as well as our own bran 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 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.  Subsequent Events. ------------------  Our new retail location (located at 331 E Commercial Blvd, Ft. Lauderdale, FL 33334) officially opened for business on November 24, 2006; however, the Grand Opening celebration was held on December 16, 2006. We were able to organize some exciting in-store events for the day that drew in a better-than-expected crowd. There were in-store signings by a Golden Age comic book artist from Timely/Marvel Comics as well as a modern day independent comic book writer/creator. We gave away free comic magazines signed by the featured artist and free signed comic books from the writer/creator. Raffles were held every two hours for gifts and items including twelve-issue/one-title comic book subscriptions, dolls, action figures, original comic book art and more.  On December 11, 2006, our Board of Directors unanimously consented to appoint Christopher Ebersole as our Chief Financial Officer, to serve until the next annual meeting of the Company's Board of Directors or his prior resignation or termination.  At the same time, our Board of Directors unanimously resolved to issue 300,000 "unregistered" and "restricted" shares of our common stock to Mr. Ebersole in consideration of past services rendered October through December 2006 and a signing bonus.  These shares have not yet been formally issued and, unless indicated otherwise, the share calculations in this Report do not take these shares into account.  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 ----------------------  Advertisement for the store has only just begun in recent weeks. The company has taken out advertisements in local papers read by our target audience and they've 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.  Zaldiva Web Solutions. ----------------------  We currently provide hosting services for over 100 clients which produces a residual income through their hosting renewals and maintenance of these   sites. We offer three different Web Site packages, an E-commerce package as well as any custom work needed for potential clients.  Our IT services include, but not limited to, diagnose, repair, maintain, set-up and solve software and hardware issues.  We provide networking and wireless networking set-up and maintenance and eradicate viruses. Install computers, replace and add/remove hardware and software to existing networks and computers.  Bringing companies up to speed on technologies, making them paperless and more.  In providing these types of services, Zaldiva Web Solutions can meet the Web and IT requirements of a small company to a large corporation.  Zaldiva Web Solutions completed construction of its new web site.  We will aggressively market the web development industry through snail mail, on-line marketing within the top search engines and cross marketing. We offer interactive web tools for sale such as article and news manager, page publisher, listing manager, on-line mall directories and more.  We provide the following services:  Web Development -  *  Internet & Intranet web site development & design  *  E-commerce solutions, such as shopping carts  *  Secure & password protected applications  *  Graphic & artistic design & digital art  *  Corporate identity logo creation  *  Web standards & privacy consultation services  *  Web site reporting & visitor traffic analysis  *  Web site hosting & maintenance  Media and Marketing -  *  Audio/video streaming & media conversion  *  Interactive virtual tours  *  Interactive CD/DVD authoring for education and training *  Digital music production  *  CD/DVD duplication services  *  Branded & co-branded email services  *  Internet strategy development  *  Professional writing & content creation  *  Web-based marketing & promotion campaigns  IT Solutions -    *  Set-up, training and maintenance of 3rd party software  *  IT consulting  *  Networking and Wireless  *  Computer systems set-up and configuration  *  Virus eradication  Principal Products and Services. -------------------------------- Our principal products are the comic books, toys and collectibles that we sell from our newly-opened 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 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. --------------------------------------------------------    In December, 2006, which is subsequent to the end of the period covered by this Report, we opened our first retail outlet at 331 East Commercial Boulevard in Ft. Lauderdale, Florida.  Other than this new retail outlet, Zaldiva does not currently have any new product/service that has been publicly announced.  Competitive Business Conditions. --------------------------------  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/Palm Beach areas) because of our proximity to the highway (I95).  No. 3: Knowledge and Attitude We KNOW and love comics and collectibles. Other stores hire cheap labor to put behind the counter - and it shows. Zaldiva's customers receive a warm and genuinely friendly greeting when they arrive. All of their questions are answered. We can find a common interest with anyone that walks in and run with it. We can recommend comics books based upon their interests. If they haven't read a comic in years, we can get them up to speed. All of these things result in return customers. Many customers fly through our recommended books and return within days to get the next issue/volume or to get yet another recommendation.  No. 4: Our Online Store No other local shops currently provide an online purchase/in-store pick up option. No other local shops even offer their full line of products both online and in-store - so we are unique in that area. The web-site is maintained by Zaldiva, so the overhead is 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.    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. ----------------  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 October 23, 2007, but it may be renewed for a fee of $87.50. (This trademarked logo is used expressly for Zaliva 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 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.  We do not currently collect sales taxes on goods that we sell through the internet.  The United States Congress has enacted legislation limiting the ability of the states to impose taxes on Internet access or to impose multiple or discriminatory taxes on electronic commerce.  This legislation, known as the Internet Tax Nondiscrimintation Act, imposed a moratorium , which commenced November 1, 2003 and ends on November 1, 2007, on state and local taxes on electronic commerce, where such taxes are discriminatory, and Internet access, unless the taxes were generally imposed and actually enforced prior to October 1, 1998.  Failure to renew this legislation beyond November, 2007, will allow various states to impose taxes on Internet-based commerce. The imposition of these taxes could seriously adversely affect Internet commerce.  We do, however, currently collect taxes from the sales made in our retail store at 331 East Commercial Boulevard in Fort Lauderdale, Florida.  Sarbanes-Oxley Act. -------------------    On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act").  The Sarbanes-Oxley Act imposes a wide variety of new regulatory requirements on publicly-held companies and their insiders.  Many of these requirements will affect us.  For example:  *     Our chief executive officer and chief financial officer must now certify the accuracy of all of our periodic reports that contain financial statements;  *     Our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; and  *     We may not make any loan to any director or executive officer and we may not materially modify any existing loans.  The Sarbanes-Oxley Act has required us to review our current procedures and policies to determine whether they comply with the Sarbanes-Oxley Act and the new regulations promulgated there under.  We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes- Oxley Act and will take whatever actions are necessary to ensure that we are in compliance.  Research and Development. -------------------------  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 Employees. --------------------  As of September 30, 2006, 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.  Item 2.  Description of Property. ------------------------  In September, 2004, we purchased a property located at 331 East Commercial Boulevard in Fort Lauderdale, Florida.  The property is situated in a high-traffic commercial residential area.  We have renovated and expanded the property, which is now being used as a retail location for higher-end collectibles.  We opened the property for business on November 14, 2006, and had our grand opening on December 16, 2006, which is subsequent to the end of the period covered by this Report.  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 $340,000.  Based on the experience of similar retailers, we believe that having a brick-and-mortar retail location should initially double or perhaps triple our total sales of comic books, toys and related collectibles.  Having such a location will also give us greater access to higher-end collectibles, since some distributors of these products will not sell to businesses that have online operations only.  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 Common Equity, Related Stockholder Matters and Small Business 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, and the sale of the our common stock pursuant to Rule 144 of the Securities and Exchange Commission by our directors, executive officers or principal stockholders may have a substantial adverse impact on any such public market.  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:  Bid Quarter ending:             High                   Low ---------------             ----                   ---  October 1, 2004 through December 31, 2004           $0.45                  $0.21  January 1, 2005   through March 31, 2005              $0.74                  $0.28  April 1, 2005 through June 30, 2005               $0.37                  $0.21  July 1, 2005 through September 30, 2005          $0.54                  $0.26  October 1, 2005 through December 31, 2005           $0.52                  $0.23  January 1, 2006 through March 31, 2006              $0.95                  $0.21  April 1, 2006 through June 30, 2006               $0.90                  $0.35  July 1, 2006 through September 30, 2006          $0.43                  $0.35  These bid prices were obtained from the National Quotation Bureau, LLC ("NQB") 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.  Restricted Securities. ---------------------  There are currently 6,867,858 outstanding shares of Zaldiva common stock, 3,724,500 of which are designated as "restricted securities."  Of these 3,724,500 shares, all but 42,858 have satisfied the one year holding period of Rule 144, and may be publicly sold in accordance with this Rule.  Zaldiva will have "current public information" available for resale of "restricted securities," so long as it has filed all required periodic reports with the Securities and Exchange Commission.  Any sales of these "restricted securities" could have an adverse affect on the current or any future public market for our common stock.  Holders. --------  The number of record holders of our common stock as of the date of this Annual Report is approximately 148.  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 received 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.  As of September 30, 2006, we had paid all dividends with common shares and with none in arrears.  Recent Sales of Unregistered Securities. ----------------------------------------  During the past three years, we have sold the following securities without registering them under the Securities Act of 1933, as amended:  Name of Person      Date      Number of Shares    Consideration --------------      ----      ----------------    -------------  Four "accredited"   1/04        (1)                $152,500 investors  Three "accredited"  9/04        (2)                $500,000 investors  One "accredited"    6/06      305,000                 (3)  Two "accredited"    7/06       42,858                 (4)  (1) We sold 1,220,000 Units at a price of $0.125 per Unit.  Each Unit consisted of one "unregistered" and "restricted" share of common stock and one warrant to purchase an additional "unregistered" and "restricted" share of common stock for $0.25, exercisable for five years.  (2) We sold 500,000 "unregistered" and "restricted" shares of our Series A 4% Convertible Preferred Stock (the "Preferred Stock").  On September 17, 2004, we filed with the Securities and Exchange Commission a Current Report on Form 8-K disclosing the rights and preferences of the Preferred Stock. <R> (3) Warrants for 305,000 "unregistered" and "restricted" shares of common stock were exercised at $0.25 per share.</R>  (4) We issued 42,858 shares of "unregistered" and "restricted" shares of our common stock as payment for the quarterly dividends of our Series A Preferred Stock.  In December, 2006, which is subsequent to the end of the period covered by this Report, our Board of Directors unanimously resolved to issue 300,000 "unregistered" and "restricted" shares of our common stock to Christopher Ebersole in consideration of services rendered October through December 2006 and a signing bonus.  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.    Item 6.  Management's Discussion and Analysis or Plan of Operation. ----------------------------------------------------------  Results of Operations. ----------------------  For the years ended September 30, 2006 and 2005, we had revenues of $77,649, and $74,311, respectively.  During the period ended September 30, 2006, approximately 72.8% of our revenues were derived from retail sales of comics and collectibles and cigars and accessories, with the remaining 27.2% coming from our internet services.  In the fiscal year ended September 30, 2005, these percentages were 81.2% and 18.2%, respectively.  <R> In November, 2006, which is subsequent to the period covered by this Report, we opened our bricks-and-mortar location in Ft. Lauderdale, Florida.  As we establish our presence with this physical retail outlet, we expect that our sales of comics and collectibles will continue to increase, both in real terms and relative to the amount of income that is derived from internet services.  Cost of goods sold decreased to $34,412 in the fiscal year ended September 30, 2006, from $42,121 in the prior fiscal year.  As a percentage of revenues, cost of goods sold decreased from approximately 56.7% to approximately 44.3%, due to large purchases made from private collectors at discounted prices.  We expect that cost of goods sold will increase in future periods as sales increase from our bricks-and-mortar retail location. </R>  Due to the prior establishment of our web site, web site development costs decreased from $372 in 2005, to $93 in 2006.  Our selling, general and administrative expenses decreased to $244,899 in fiscal 2006, from $288,809, in fiscal 2005.  Net loss totaled $368,119 for the year ended September 30, 2006, and net loss totaled $251,541 for the year ended September 30, 2005.  Liquidity. ----------  Zaldiva had cash on hand of $85,745 at September 30, 2006.  We had a loss of $368,119 in the year ending September 30, 2006, and a loss of $251,541 for September 30, 2005, we have now commenced our planned principal operations and are no longer in the development stage.  <R>    During the fiscal year ended September 30, 2005, a portion of the Company's liquidity came from stock that was issued for cash.  Based on our recent sales growth and operating history, we expect to achieve profitability no later than the second quarter of 2008.  Our revenues tend to increase significantly in the Thanksgiving to Christmas holiday season.  If we are not able to sustain an operating profit, we expect that we will have to raise money again by selling shares of common stock or through loans.  Financing for the Company's activities to date has been primarily provided by issuance of common stock for cash and for services.  The Company's ability to achieve a level of profitable operations and/or additional financing may affect the Company's ability to continue as a going concern. </R>  Forward-Looking Information.   ----------------------------  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 Zaldiva, including, without limitation, (i) our ability to gain a larger share of the market in our industry, our ability to continue to market products acceptable to consumers, and our ability to retain relationships with suppliers, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.  Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in our reports on file with the Securities and Exchange Commission: general economic or industry conditions, nationally and/or in the communities in which Zaldiva conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in the internet retailing industry, the development of products that may be superior to the products that we offer, competition, changes in the quality or composition of our products, our ability to develop new products, our ability to raise capital, changes in accounting principals, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices.  Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  Zaldiva 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.  Item 7.  Financial Statements. ---------------------  <PAGE> ZALDIVA, INC.  FINANCIAL STATEMENTS  September 30, 2006  [WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM] <PAGE> ZALDIVA, INC.  Table of Contents     Page     Report of Independent Registered Public Accounting Firm          1   Balance Sheet - September 30, 2006 (RESTATED)                    2  Statements of Operations for the years ended September 30, 2006 (RESTATED), and 2005                                        3   Statements of Stockholders' Equity for the years ended September 30, 2006 (RESTATED) and 2005                           4   Statements of Cash Flows for the years ended September 30, 2006 (RESTATED) and 2005                                         5   Notes to Financial Statements                                 6-14  <PAGE>  Report of Independent Registered Public Accounting Firm  Board of Directors and Stockholders Zaldiva, Inc. Ft. Lauderdale, Florida  We have audited the accompanying balance sheet of Zaldiva, Inc. as of September 30, 2006 (RESTATED), and the related statements of operations, stockholders'equity, and cash flows for the years ended September 30, 2006 (RESTATED) and 2005. 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, 2006 (RESTATED), and the results of operations and cash flows for the years endedSeptember 30, 2006 (RESTATED) and 2005, 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 H 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 H. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.  /s/Mantyla, McReynolds, LLC December 15, 2006, except as to Notes A, B and I, which is as of May 22, 2007. Salt Lake City, Utah <PAGE> ZALDIVA, INC. Balance Sheet September 30, 2006 (RESTATED)  ASSETS Current Assets Cash - Note A                                       $    85,745 Accounts Receivable - Note A                                  - Inventory - Note A                                       80,694 ----------- Total Current Assets                                  166,439  Property, and Equipment, net-Notes A & D                  601,598  Other Assets Prepaid Expenses                                          5,640 ----------- TOTAL ASSETS                                            $   773,677 ===========  LIABILITIES AND STOCKHOLDERS' Deficit Current Liabilities: Accounts Payable                                    $    19,341 Deferred Revenue - Note A                                   220 ----------- Total Current Liabilities                              19,561 ----------- Total Liabilities                                    19,561  Preferred Stock $.001 par value authorized 20,000,000; 800,000 issued; liquidation value of $1.00 per share                    941,176  Stockholders' Deficit-Note B Common Stock $.001 par value authorized 50,000,000 shares; issued and outstanding 6,867,858                                 6,868 Additional Paid-in Capital                                443,884 Accumulated Deficit                                      (637,812) --------- Total Stockholders' Deficit                            (187,060) --------- TOTAL LIABILITIES AND STOCKHOLDERS' Deficit               $ 773,677 =========     See accompanying notes to financial statements F-2 <PAGE> ZALDIVA, INC. Statements of Operations For the years ended September 30, 2006 (RESTATED) and 2005  2006 (RESTATED)    2005 Revenues Product Sales                           $   56,537         $   60,356 Internet Services                           21,112             13,955 ----------         ---------- Total Revenues                              77,649             74,311  Cost of Goods Sold                          34,412             42,121 ----------         ---------- Gross Profit                                43,237             32,190  Web Site Development Costs                      93                372 Selling, General, and Administrative Expenses                                   244,899            288,809 ----------         ---------- Net Income (Loss) from Operations         (201,755)          (256,991)  Other Income (Expense) Interest Income                              6,812              5,450 Interest Expense                          (173,176)                  - ----------         ---------- Total Other Income                        (166,364)             5,450  Net Income (Loss) Before Income Taxes     (368,119)          (251,541)  Provision for Income Taxes-Notes A & C           -                  - ----------         ---------- Net Income (Loss)                         (368,119)          (251,541)  Net Income Available to Common Shareholders                            $ (368,119)        $ (266,541) ==========         ========== Basic & Diluted Earnings/(Loss) Per Common Share                            $    (0.06)        $    (0.04) ==========         ========== Weighted Average Common Shares Outstanding                              6,546,442          6,220,000 =========          =========   See accompanying notes to financial statements F-3 <PAGE> ZALDIVA, INC. Statements of Stockholders' Equity For the years ended September 30, 2006 (RESTATED) and 2005  Number of Shares       Common Common       Stock   Balance, September 30, 2004   6,220,000      6,220 Net Loss for 2005 Additional Capital for Inventory Preferred Dividends ---------   ---------- Balance, September 30, 2005   6,220,000      $ 6,220 =========   ========== Net Loss for 2006 Inventory Preferred Dividends Stock Issuance                  647,858          648 ---------   ---------- Balance, September 30, 2006   6,867,858      $ 6,868 =========   ==========  [CONTINUED] ZALDIVA, INC. Statements of Stockholders' Equity For the years ended September 30, 2006 (RESTATED) and 2005  Total Additional    Accumulated Stockholders' Paid-in Capital  Deficit       Deficit Balance, September 30, 2004      236,280       (3,152)       239,348 Net Loss for 2005                            (251,541)      (251,541) Additional Capital for Inventory                          9,000                       9,000 Preferred Dividends                           (15,000)       (15,000) ------------    ---------      --------- Balance, September 30, 2005 $    245,280    $(269,693)     $ (18,193) ------------    ---------      --------- Net Income for 2006                          (368,119)      (368,119) Additional Capital for Inventory                         12,000                      12,000 Preferred Dividends                                                - Stock Issuance                   186,604                     187,252 ------------    ---------      --------- Balance, September 30, 2006 $    443,884    $(637,812)     $(187,060) ============    =========      =========   See accompanying notes to financial statements F-4 <PAGE> ZALDIVA, INC. Statements of Cash Flows For the years ended September 30, 2006 (RESTATED) and 2005  2006 (RESTATED)   2005 Cash Flows From Operating Activities Net Loss                                    $(368,119)        $(251,541) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation                                  5,370             5,491 Non-cash interest expense                   173,176 Stock issued for Services                    48,000   Decrease in Accounts Receivable               1,265            (1,265) (Increase)/Decrease in Inventory              4,964           (44,045) (Increase) in Prepaid Expenses                    -              (640) Increase/(Decrease) in Current Liabilities   12,721            47,498  ---------          -------- Net Cash Provided by (Used in) Operating Activities                        (122,623)         (244,502)  Cash Flows From Investing Activities Purchase of Assets                           (293,249)          (59,240) ---------          -------- Net Cash Used in Investing Activities        (293,249)          (59,240)  Cash Flows From Financing Activities Preferred Dividends                           (10,000)           (6,000) Issued Stock for Cash                          76,250           300,000 ---------          -------- Net Cash Provided by Financing Activities      66,250           294,000  Net Increase (Decrease) in Cash              (349,622)           (9,742)  Beginning Cash Balance                        435,367           445,109 ---------          -------- Ending Cash Balance                         $  85,745          $435,367 =========          ========  Supplemental Disclosure Information Cash paid during the year for interest      $       -          $      - Cash paid during the year for income taxes  $       -          $      - Contributed Inventory                       $  12,000          $  9,000 Inventory Given in lieu of Cash on Preferred Interest                          $ (12,000)         $ (9,000) Stock Issued in lieu of Preferred Dividends $ (10,000)         $      - Stock Issued for Prepaid Interests          $  (5,000)         $      - Stock Issuance for Payment of Current Liabilities                                 $ (48,000)         $      -  See accompanying notes to financial statements F-5 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006  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.  Zaldiva operates an "on-line shopping center" known as Zaldiva.com which features products from wholesalers through the Internet.  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 as a marketing source.  As customers purchase products as a result of a referral, the Company earns a commission on the sale.  The Company has inventory of collectibles and other memorabilia which is available for sale over the Internet.  The Company also promotes and sells its own brand of cigars and accessories.  The cigars are made by outside entities and are sold through e-commerce or through independent direct sales establishments.  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:  Statement of Cash Flows  Cash is comprised of cash on hand or on deposit in banks.  The Company has $85,745 as of September 30, 2006.  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, 2006 consists of collectibles and memorabilia recorded at a cost of $80,694.  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.  (See Note C below). F-6 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006   NOTE A    Summary of Significant Accounting Policies[continued]  Net Income (Loss) Per Common Share  Net Income (loss) per common share is based on the Net Income (loss) less preferred dividends 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 year ended September 30, 2006 the potentially dilutive shares are anti-dilutive and are thus not added into the earnings per share calculation.  As of the year ended September 30, 2006 there were 915,000 potentially dilutive shares resulting from the issuances of warrants.  Also, all of the 800,000 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, 2006 was $0.  For customer purchases paid in advance, the Company records a liability until products are shipped.  There was $220 of outstanding unearned revenue from product sales as of September 30, 2006.  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, 2006.  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, 2006, the Company has no deferred revenue for hosting services to be provided over the next twelve months.  There has been no revenue from commissions on sales through the on-line shopping center and the Company is still developing this revenue process.  Contract terms contain a variety of durations and commission percentages based on dollar sales and volume of referrals.   F-7 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006  NOTE A    Summary of Significant Accounting Policies [continued]  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, 2006, the Company had transactions totaling $2,163 within the 15 day return period.  No allowance for returns has been recorded as of September 30, 2006.  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 considered to be $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  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 operating lease.  The Company pays $625 on a month-to-month basis.  The Company has acquired permits and registered a trademark with the Florida Department of State which relate to its cigar operations. Amounts paid for registration have not been significant and have been charged to expense as incurred.  Software/Web Site Costs  Costs incurred in the development of software products for in-house use are to be capitalized and amortized over its useful life.  Costs related to planning, implementation or operating activities are expensed as incurred.  The cost of web site development and maintenance has been expensed as incurred as part of the Company's ongoing operations.  F-8 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006  NOTE A    Summary of Significant Accounting Policies [continued]  Stock Based Compensation  The Company has adopted only the disclosure provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based   Compensation," and applies APB Opinion 25, "Accounting for Stock Issued to Employees," to stock options granted.  Currently, there are no stock- based compensation or option plans in place.  Selling, General and Administrative Expense  Selling general and administrative expenses consist of the following major components:   Description                            2006            2005 Advertising and Promotion           $ 20,235        $ 22,419 Consulting and Professional Fees     158,087         167,970 Office and Telephone                  17,883          42,614 Other Expenses                        48,694          55,806 ---------        -------- Total Expenses                   $ 244,899        $288,809   Impact of New Accounting Pronouncements  Share-Based Payment: On December 16, 2004, the FASB issued Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of Statement 123. Statement 123(R) supersedes Opinion 25, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) is similar to the approach described in Statement 123. However, Statement 123(R) 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. Pro forma disclosure of fair value recognition will no longer be an alternative.  Statement 123(R) permits public companies to adopt its requirements using one of two methods:  Modified prospective method: Compensation cost is recognized beginning with the effective date of adoption (a) based on the requirements of Statement 123(R) for all share-based payments granted after the effective date of adoption and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of adoption that remain unvested on the date of adoption.  Modified retrospective method: Includes the requirements of the modified prospective method described above, but also permits restatement using amounts previously disclosed under the pro forma provisions of Statement 123 either for (a) all prior periods presented or (b) prior interim periods of the year of adoption.  On April 14, 2005, the Securities and Exchange Commission announced that the Statement 123(R) effective transition date will be extended to annual periods beginning after June 15, 2005. F-9 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006    NOTE A    Summary of Significant Accounting Policies [continued]  Impact of New Accounting Pronouncements [continued]  Statement 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported as a financing cash flow, rather than as an operating cash flow as prescribed under current accounting rules. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. Total cash flow will remain unchanged from cash flow as it would have been reported under prior accounting rules.  Although the adoption of Statement 123(R)'s fair value method will have no adverse impact on our balance sheet or total cash flows, it may affect our net income and diluted earnings per share. The actual effects of adopting Statement 123(R) will depend on numerous factors including the amounts of share-based payments granted in the future, the valuation model we use to value future share-based payments to employees and estimated forfeiture rates.  Exchanges of Nonmonetary Assets: On December 16, 2004, the FASB issued Statement No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions. Statement 153 addresses the measurement of exchanges of nonmonetary assets and redefines the scope of transactions that should be measured based on the fair value of the assets exchanged. Statement 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  The adoption of Statement 153 has not had a material effect on our financial position, results of operations or cash flows.  Accounting Changes and Error Corrections:  On June 7, 2005, the FASB issued Statement No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. Statement 154 changes the requirements for the accounting for and reporting of a change in accounting principle. Previously, most voluntary changes in accounting principles were required recognition via a cumulative effect adjustment within net income of the period of the change. Statement 154 requires retrospective application to prior periods' financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. Statement 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the Statement does not change the transition provisions of any existing accounting pronouncements. We do not believe adoption of Statement 154 will have a material effect on our financial position, results of operations or cash flows.  F-10 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006  NOTE B    Issuance of Common and Preferred Shares  During the quarter ended March 31, 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.  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.  The preferred shares are being recorded as a liability, and the dividends are being accounted for as an 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 liabilty has been recorded at $941,176 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 $32,000 during the year.  No dividends are in arrears as of the balance sheet date.  All dividends were paid in cash except for $12,000, which was paid "in-kind" with the Company's inventory.  In-kind dividends were accounted for using fair-market values on the dates of transfer.  Also $15,000 of the dividends were paid in the form of the Company's common stock of which $5,000 were prepaid.  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.  F-11 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006   During 2006 the Board of Directors approved the issuance of 42,858 "unregistered" and "restricted" shares of its common stock at $.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.  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.   Deferred Tax Assets                       Balance     Tax     Rate Loss Carryforward (expires through 2025) (446,484) $(156,269)  35% Valuation Allowance                                  156,269 --------- Deferred Tax Asset                               $       -  The valuation allowance has increased $68,230 from $88,039 as of September 30, 2005.  Income tax expense differs from amounts computed by applying the statutory Federal rate to pretax income as follows:  Years ended September 30, 2006                  2005 Federal 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% =====                 =====  NOTE D    Property    During September 2004, the Company purchased a small house on a parcel of land, on which it planned to construct a new retail building.  Building construction was not completed as of September 30, 2006, and therefore, no depreciation is recorded for this asset or the improvements made thereon in the current year.   The major classes of assets as of the balance sheet date are as follows:  F-12 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006   Accumulated Asset Class          Cost       Depr/Amort     Net Book  Method/Life Building Improvements $346,590    $        0     $346,590      n/a Building               245,015             0      245,015      n/a Cigar Equipment          3,000        (2,241)         759     SL/5 Computer Equipment      10,588        (8,496)       2,092     SL/5 Display Equipment       19,995       (12,853)       7,142     SL/7 --------    ----------     -------- Total                 $625,188    $  (23,590)    $601,598 ========    ==========     ========  Depreciation expense was $5,370 and $5,491, for the years ended September 30, 2006 and 2005, 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.  Zaldiva has two strategic business units, one which sells cigars, accessories and other goods and one that offers Internet products 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 preformed on the Company as a whole.  The Company anticipates that with future growth, there will be additional SFAS 131 data to report.  NOTE F    Subsequent Events  Subsequent to the financial statement date, the Company placed in service its new retail building.  On December 11, 2006, the Board of Directors unanimously consented to appoint Christopher Ebersole as the Chief Financial Officer, to serve until the next annual meeting of the Company's Board of Directors or his prior resignation or termination.  At the same time, the Board of Directors unanimously resolved to issue 300,000 "unregistered" and "restricted" shares of the Company's common stock to Mr. Ebersole in consideration of past services rendered October through December 2006 and a signing bonus.  These shares have not yet been formally issued and have not been included in the financial statements with regards to the   number of outstanding shares, or loss per share calculations.  NOTE G    Related Party Transactions  During the current year, the Company paid a shareholder, who also operates a radio program, approximately $4,500 for advertising and promotion.  There are no outstanding balances due to or from this party as of September 30, 2006.  The Company paid a shareholder consulting fees throughout the year in the amount of $45,290.  There are no outstanding balances due to or from this party as of September 30, 2006.  The Company paid a shareholder for the utilization and rental of office space, which is personally owned by the shareholder, in the amount of $500 per month and consulting fees of $5,301.  There are no outstanding balances due to or from this party as of September 30, 2006.  Our President, Robert B. Lees, is a director, executive officer and stockholder of Rainmaker Products and Consulting, which represents Zaldiva's products to the U. S. military and Native American groups. Rainmaker receives a commission of $1.00 per cigar and 10% on Company accessories that it sells to these purchasers.  For the current fiscal year, total commissions paid to Rainmaker have been less than $1,000.  During the current year, a stockholder contributed inventory to the Company, valued at $12,000.  The Company valued these contributions using fair-market values on the dates of transfer.  No amounts are due to this stockholder as of the balance sheet date.  F-12 <PAGE> ZALDIVA, INC. Notes to Financial Statements September 30, 2006   In December 2005 the Company issued 300,000 shares of its unregistered restricted common stock to an individual.  Fifty percent of these shares were issued for services performed during the year ended September 30, 2005 and fifty percent of these shares were issued for services to be rendered in the fiscal year ending September 30, 2006.  Management valued these shares at the fair-market value on the date of the Board's resolution, amounting to $0.32 per share, or $96,000.  This compensation expense will be recognized in the period that the services are rendered. Specifically, $48,000 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.  NOTE H    Liquidity/ Going Concern  The Company has experienced recurring losses.  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 opening of its retail store (see Note F) 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.  Should management be unsuccessful in its activities, the Company may experience material adverse effects.  NOTE I    Restatement  The Company has restated its financial results for the year ended September 30, 2006, to correct certain errors that it has identified.  The impact of these adjustments on the Companys financial results as previously reported is summarized below, along with a brief summary of the nature and amounts of the errors corrected:   Year Ended September 30, 2006 --------------------------------------- Balance Sheet                         As Previously Reported As Restated ASSETS Current Assets Cash - Note A                              $    85,745 $    85,745 Accounts Receivable - Note A                         - - Inventory - Note A                              80,694 80,694 ----------- ----------- Total Current Assets                         166,439 166,439  Property, and Equipment, net-Notes A & D         601,598 601,598  Other Assets Prepaid Expenses                                   640 5,640 ----------- ----------- TOTAL ASSETS                                   $   768,677 $   773,677 =========== ===========  LIABILITIES AND STOCKHOLDERS' Deficit Current Liabilities: Accounts Payable                           $    19,341 $    19,341 Deferred Revenue - Note A                          220 220 ----------- ----------- Total Current Liabilities                     19,561 19,561 ----------- ----------- Total Liabilities                           19,561 19,561  Preferred Stock $.001 par value authorized 20,000,000; 800,000 issued; liquidation value of $1.00 per share               800 941,176  Stockholders' Deficit-Note B Common Stock $.001 par value authorized 50,000,000 shares; issued and outstanding 6,867,858                        6,868 6,868 Additional Paid-in Capital                     1,243,084 443,883 Prepaid Dividends                                 (5,000) - Accumulated Deficit                             (496,636) (637,811) --------- --------- Total Stockholders' Deficit                    749,116 (187,060) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' Deficit      $ 768,677 $ 773,677 ========= =========       Year Ended September 30, 2006 ---------------------------------------  Statements of Operations           As Previously Reported As Restated Revenues Product Sales                           $   56,537 $   56,537 Internet Services                           21,112                  21,112 ----------              ---------- Total Revenues                              77,649 77,649  Cost of Goods Sold                          34,412                  34,412 ----------              ---------- Gross Profit                                43,237                  43,237  Web Site Development Costs                      93                      93 Selling, General, and Administrative Expenses                                   244,899                 244,899 ----------              ---------- Net Income (Loss) from Operations         (201,755)               (201,755)  Other Income (Expense) Interest Income                              6,812                   6,812 Interest Expense  - (173,176) ----------              ---------- Total Other Income                           6,812                (166,364)  Net Income (Loss) Before Income Taxes     (194,943)               (368,119)  Provision for Income Taxes-Notes A & C           -                       - ----------              ---------- Net Income (Loss)                         (194,943)               (368,119) Dividends on Preferred Stocks              (32,000)                      - ----------              ---------- Net Income Available to Common Shareholders                            $ (226,943)             $ (368,119) ==========              ========== Basic & Diluted Earnings/(Loss) Per Common Share                            $    (0.03)             $    (0.06) ==========              ========== Weighted Average Common Shares Outstanding                              6,546,442               6,546,442 =========               =========     Year Ended September 30, 2006 ---------------------------------------  Statements of Cash Flows As Previously Reported    As Restated Cash Flows From Operating Activities Net Loss                                    $(194,943) $(368,119) Adjustments to reconcile net loss to net cash flows from operating activities: Depreciation                                  5,370                 5,370 Non-cash interest expense - 173,176   Stock issued for Services                    48,000 48,000 Decrease in Accounts Receivable               1,265                 1,265 (Increase)/Decrease in Inventory              4,964                 4,964 (Increase) in Prepaid Expenses                    -                     - Increase/(Decrease) in Current Liabilities   12,721                12,721 ---------              -------- Net Cash Provided by (Used in) Operating Activities                        (122,623)             (122,623)  Cash Flows From Investing Activities Purchase of Assets                           (293,249)             (293,249) ---------              -------- Net Cash Used in Investing Activities        (293,249)             (293,249)  Cash Flows From Financing Activities Preferred Dividends                           (10,000)              (10,000) Issued Stock for Cash                          76,250                76,250 ---------              -------- Net Cash Provided by Financing Activities      66,250                66,250  Net Increase (Decrease) in Cash              (349,622)             (349,622)  Beginning Cash Balance                        435,367               435,367 ---------              -------- Ending Cash Balance                         $  85,745             $  85,745 =========              ========  Supplemental Disclosure Information Cash paid during the year for interest      $       -             $       - Cash paid during the year for income taxes  $       -             $       - Contributed Inventory                       $  12,000             $  12,000 Inventory Given in lieu of Cash on Preferred Dividends                         $ (12,000)            $ (12,000) Stock Issued in lieu of Preferred Dividends $ (10,000)            $ (10,000) Stock Issued for Prepaid Dividends          $  (5,000)            $  (5,000) Stock Issuance for Payment of Current Liabilities                                 $ (48,000)            $ (48,000)   Previously the Companys preferred stock was recorded as equity. Due to the fact that the shares are convertible into a variable amount of common shares at a fixed value of $941,176, the Company has reclassified the preferred shares as a liability, pursuant to Statement on Financial Accounting Standards No. 150. The difference in the value of the preferred stock and the liability ($141,176) has been recorded as interest expense. Also, the dividends paid on the preferred stock, totaling $32,000, which was originally recorded as dividends, has been reclassified as an interest expense.    F-14 <PAGE> Item 8.  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 8(a).  Controls and Procedures. ------------------------------------  As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our President and Secretary, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Treasurer concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our President and Treasurer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our President and Secretary have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting.  Item 8(b).  Other Information. ------------------------------  On December 16, 2006, we opened our retail outlet at 331 East Commercial Boulevard in Fort Lauderdale, Florida.  Also on December 11, 2006, we appointed Christopher Ebersole as our Chief Financial Officer and our Board of Directors unanimously resolved to issue 300,000 "unregistered" and "restricted" shares of our common stock to Mr.Ebersole for services rendered October through December 2006 and a signing bonus.  PART III  Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. --------------------------------------------------  Identification of Directors and Executive Officers. ---------------------------------------------------  The following table sets forth the names of all of our current directors and executive officers.  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 resignations or terminations.    Date of         Date of Positions      Election or     Termination Name                      Held           Designation     or Resignation ----                      ----           -----------     --------------  Robert B. Lees            President,     12/24/97         * Chairman,      12/24/97         * CEO            12/24/97         * and Director   12/24/97         *  John A. Palmer, Jr.       Secretary       2/15/98         * and Director   12/24/97         *  Jeremy I. Van Coller      Director       12/24/97         * Secretary      12/24/97         2/15/98  Christopher Ebersole      CFO            12/11/06         *   * These persons presently serve in the capacities indicated.  Business Experience. --------------------  Robert B. Lees.  Mr. Lees, age 58, 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.  John A. Palmer, Jr.  Mr. Palmer is 67 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 27, is a graduate of Kloof High School (Kwa Zulu Natal, Kloof, South Africa) where his line of studies included Technical Drawing (architectural renderings), Biology, Advanced Mathematics, English and Afrikaans.  He continued his education by attending the Academy of Learning (Kwa Zulu Natal, Pinetown, South Africa) where he studied Marketing, Management and Computer Science for approximately one year prior to moving to the United States.  Mr. Van Coller worked as a computer sales person in South Africa during and after attending the Academy.  Over the   past two years, he served as an Assistant to the Network Administrator for various South Florida Internet service providers, where he handled domain name servers, mail servers, BSDI and Cobalt servers.  Mr. van Coller currently serves as a Computer Technician Consultant handling personal computer repair and construction, hardware and software troubleshooting and some web design, in addition to being the current Network Administrator for Zaldiva, Inc.  Mr. van Coller is a collector and as such, has an extensive knowledge of comic books and related movies and merchandise.  Christopher Ebersole.   Mr. Ebersole, age 39, is a graduate of S.C.C.C., where he received his AS in business.  He has also attended Florida Atlantic University, where he studied finance.  Mr. Ebersole has extensive experience in financial management and general management, including 15 years in senior management positions.  Prior to joining Zaldiva, Inc., he was a former licensed investment professional and has worked closely with numerous public companies.  With a broad base of experience in leadership, management, finance, auditing, sales, marketing, product development, and human resources, Mr. Ebersole brings a wide view to financial management. A true finance entrepreneur, he has founded a Web Development and IT Consulting company.  Significant Employees. ----------------------  Zaldiva has no significant employees who are not executive officers.  Family Relationships. ---------------------  None.  Involvement in Certain Legal Proceedings. -----------------------------------------  During the past five years, none of our present directors, executive officers, persons nominated to become directors or executive officers or promoters or founders:  (1)  Filed a petition under the federal bankruptcy laws or any state insolvency law, 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;  (2)  Was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);  (3)  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 involvement in any type of business, securities or banking activities;  (4)  Was found by a court of competent jurisdiction in a civil action, by the Securities and Exchange Commission  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 Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.  Item 10. Executive Compensation. -----------------------  The following table sets forth the aggregate compensation paid by the Zaldiva for services rendered during the periods indicated:  SUMMARY COMPENSATION TABLE   Long Term Compensation Annual Compensation   Awards  Payouts  (a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)  Secur- Other        ities        All Name and   Year or               Annual Rest- Under- LTIP  Other Principal  Period   Salary Bonus Compen-rictedlying  Pay- Comp- Position   Ended      ($)   ($)  sation Stock Optionsouts ensat'n ----------------------------------------------------------------- Robert B. Lees, President,   9/30/06    0     0     0     0      0     0   0 Chairman,    9/30/05    0     0     0     0      0     0   0 CEO and      9/30/04    0     0     0     0      0     0   0 Director  John A. Palmer, Jr.  9/30/06    0     0     0     0      0     0   0 Secretary    9/30/05    0     0     0     0      0     0   0 and Director 9/30/04    0     0     0     0      0     0   0  Jeremy Van   9/30/06    0     0     0     0      0     0   0 Coller,      9/30/05    0     0     0     0      0     0   0 Director     9/30/04    0     0     0     0      0     0   0   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.  Compensation of Directors. --------------------------  There are no standard arrangements pursuant to which our directors are compensated for any services provided as director.  No additional amounts are payable to our directors for committee participation or special assignments.  Employment Contracts and Termination of Employment and Change-in-Control   Arrangements. -------------  There are no employment contracts, compensatory plans or arrangements, including payments to be received from us, with respect to any director or executive officer of Zaldiva which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with Zaldiva or its subsidiaries, any change in control of Zaldiva, or a change in the person's responsibilities following a change in control of Zaldiva.  Parents of the Issuer. ----------------------  Zaldiva has no parents.  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.  Item 11. Security Ownership of Certain Beneficial Owners and Management. ---------------------------------------------------------------  The following tables set forth the share holdings of our directors and executive officers and those persons who own more than five percent of our common stock as of the date of the Annual Report:  DIRECTORS AND EXECUTIVE OFFICERS --------------------------------  Number of Shares      Percentage of Name and Address                 Beneficially Owned        of Class ----------------                 ------------------        -------- Robert B. Lees                     500,000                   7.3% 110 Wood Lane Delray Beach, Florida 33444  John A. Palmer, Jr.                607,000                   8.8% 3422 E. Randolph Road Coolidge, Arizona 85222  Jeremy Van Coller                  599,630                   8.7% 7448 NW 49th Place Lauderhill, Florida 33319          ---------                -------  Directors and executive          1,706,630                  24.8% officers as a group (3 persons)  FIVE PERCENT STOCKHOLDERS -------------------------  Number of Shares               Percentage Name and Address           Beneficially Owned               of Class   ----------------           ------------------               -------- Robert B. Lees                 500,000                        7.3% 110 Wood Lane Delray Beach, Florida 33444  John A. Palmer, Jr.            607,000                        8.8% 3422 E. Randolph Road Coolidge, Arizona 85222  Jeremy Van Coller              599,630                        8.7% 7448 NW 49th Place Lauderhill, Florida 33319  Changes in Control. -------------------  There are no present arrangements or pledges of our securities which may result in a change in control of Zaldiva.  Item 12. Certain Relationships and Related Transactions. -----------------------------------------------  The following are the only material transactions between Zaldiva and any director, executive officer, five percent stockholder or promoter or founder of Zaldiva:  During the current year, the Company paid a shareholder, who also operates a radio program, approximately $4,500 for advertising and promotion.  There are no outstanding balances due to or from this party as of September 30, 2006.  The Company paid a shareholder consulting fees throughout the year in the amount of $45,290.  There are no outstanding balances due to or from this party as of September 30, 2006.  The Company paid a shareholder for the utilization and rental of office space, which is personally owned by the shareholder, in the amount of $500 per month and consulting fees of $5,301.  There are no outstanding balances due to or from this party as of September 30, 2006.  Our President, Robert B. Lees, is a director, executive officer and stockholder of Rainmaker Products and Consulting, which represents Zaldiva's products to the U. S. military and Native American groups. Rainmaker receives a commission on cigars and accessories that it sells to these purchasers.  For the current fiscal year, total commissions paid to Rainmaker have been less than $1,000.  During the current year, a stockholder contributed inventory to the Company, valued at $12,000.  The Company valued these contributions using fair-market values on the dates of transfer.  No amounts are due to this stockholder as of the balance sheet date.  In December 2005 the Company issued 300,000 shares of its unregistered restricted common stock to an individual.  Fifty percent of these shares were issued for services performed during the year ended September 30, 2005 and fifty percent of these shares were issued for services to be rendered in the fiscal year ending September 30, 2006.  Management   valued these shares at the fair-market value on the date of the Board's resolution, amounting to $0.32 per share, or $96,000.  This compensation expense will be recognized in the period that the services are rendered. Specifically, $48,000 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.  Item 13. Exhibits and Reports on Form 8-K. ---------------------------------  Reports on Form 8-K. --------------------  None.  Exhibits.* ----------  Exhibit Number               Description ------               -----------  31.1                 302 Certification of Robert B. Lees  31.2                 302 Certification of John Palmer  32                   906 Certification  *    Summaries of all exhibits contained within this Annual Report are modified in their entirety by reference to these Exhibits.  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 calendar years ended September 30, 2006, and September 30, 2005:  Fee category                      2006           2005 ------------                      ----           ----  Audit fees                        $28,842        $19,514  Audit-related fees                $     0        $     0  Tax fees                          $   640        $   794  All other fees                    $     0        $     0  Total fees                        $29,482        $20,308  Audit fees.  Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and the review of financial statements included in our Forms 10-QSB 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 our 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.  SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ZALDIVA, INC.   Date:  5-25-07                           By: /s/ Nicole Leigh van Coller ----------                             ---------------------------- Nicole Leigh van Coller, Director  and President   In accordance with the Exchange Act, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.  Date: 5-25-07                                 /s/ Nicole Leigh van Coller ----------                              ---------------------------- Nicole Leigh van Coller, Director and President  Date:  5-25-07                                /s/ Christopher Ebersole ----------                              ------------------------- Christopher Ebersole, Chief     Financial Officer  Date:  5-25-07                                /s/ Robert Lees ----------                              ------------------------ Robert Lees, Director   Date:  5-25-07                                 /s/ Jeremy van Coller --------- ---------------------- Jeremy van Coller, Director