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, 2002

[ ]  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.)

                      2805 East Oakland Park Blvd. #376
                          Fort Lauderdale, FL 33306
                          -------------------------
                   (Address of Principal Executive Office)

Issuer's Telephone Number, including Area Code:  (877) 925-3482

                               N/A
                               ---
  (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.  [ ]
                                1
<PAGE>
State Issuer's revenues for its most recent fiscal year: September 30, 2002 -
$297,035.

     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 20, 2002 - $2,917.  There are approximately 2,917,370 shares of
common voting stock of the Registrant beneficially owned by non-affiliates.
There is no public market for the common stock of the Registrant, so this
computation is arbitrarily based upon par value per share of $0.001 per share.

                (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 Issuer's classes of
common equity, as of the latest practicable date:

                           December 20, 2002

                               5,000,000*

     * On April 23, 1999, the Company issued 1,722,370 shares of its $0.001
par, "unregistered" and "restricted" common stock to individuals for cash of
$0.01 per share.  These shares were issued in an offering which was not
conducted in compliance with applicable federal and state exemptions from
registration and may be subject to a recission.  These shares are included in
the above number but have been disclosed as "temporary equity" on the
financial statements. For more information see Part I, Item 1 of this Annual
Report.

                    DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
                                2
<PAGE>

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Code of Ethics.
---------------

     On February 26, 2004, our Board of Directors adopted a Code of Conduct
with respect to our

     *  President and Chief Executive Officer;

     *  Chief Accounting Officer or Controller; and

     *  other persons performing similar functions.

Collectively, these officers are referred to as "covered executives."

     The Code of Conduct sets forth the general obligations to which we expect
our covered officers to adhere.  It also establishes the procedures and
disclosure requirements with respect to any waivers from or changes to the
Code of Conduct and outlines the procedures for raising concerns about
potential violations of the Code of Conduct and for investigating and
resolving these concerns.  A copy of the Code of Conduct is attached hereto as
Exhibit 14 and is incorporated herein by this reference.  See the Exhibit
Index, Item 13 of this Annual Report.

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

     Exhibit No.*            Description
     -----------             -----------

       14                     Code of Conduct

     * Summaries of all exhibits contained in this Annual Report are modified
in their entirety by reference to these exhibits.

                               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:    2-26-04                          By:  /s/ Robert B. Lees
         -------                              ------------------------
                                              Robert B. Lees, Director
                                              and President

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

Date:   2-26-04                                /s/ Robert B. Lees
        -------                               ------------------------
                                              Robert B. Lees, Director
                                              and President


Date:    3-9-04                                /s/ John A. Palmer Jr.
        --------------                        ------------------------
                                              John A. Palmer, Jr., Director,
                                              Secretary and Treasurer