The Financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management, and commence on the following page, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.
2
ZALDIVA, INC.
FINANCIAL STATEMENTS
June 30, 2008 and September 30, 2007
3
C O N T E N T S
Balance Sheets . 4
Statements of Operations . . . ..5
Statements of Stockholders Equity (Deficit) . . 6
Statements of Cash Flows . ... ... 7
Notes to the Financial Statements .. ..8
4
ZALDIVA, INC.
Balance Sheets
ASSETS
|
|
|
| June 30, |
| September 30, | ||
|
|
|
| 2008 |
| 2007 | ||
CURRENT ASSETS | (Unaudited) |
|
|
| ||||
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents | $ | 24,957 |
| $ | 77,769 | ||
| Inventories |
| 80,616 |
|
| 84,973 | ||
| Prepaid expenses |
| 737 |
|
| 5,000 | ||
|
|
|
|
|
|
|
|
|
|
| Total Current Assets |
| 106,310 |
|
| 167,742 | |
|
|
|
|
|
|
|
|
|
PROPERTY & EQUIPMENT, Net |
| 653,945 |
|
| 668,906 | |||
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS | $ | 760,255 |
| $ | 836,648 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses | $ | 13,314 |
| $ | 15,616 | ||
| Deferred revenue |
| 4,089 |
|
| 4,283 | ||
| Convertible preferred stock; $0.001 par value, |
|
|
|
|
| ||
| 20,000,000 shares authorized, 500,000 shares |
|
|
|
|
| ||
| issued and outstanding, respectively |
| 588,235 |
|
| 588,235 | ||
|
|
|
|
|
|
|
|
|
|
| Total Current Liabilities |
| 605,638 |
|
| 608,134 | |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
| Common stock; $0.001 par value, 50,000,000 |
|
|
|
|
| ||
| shares authorized, 8,163,332 shares issued and |
|
|
|
|
| ||
| outstanding, respectively |
| 8,163 |
|
| 8,163 | ||
| Additional paid-in capital |
| 1,591,235 |
|
| 1,247,477 | ||
| Accumulated deficit |
| (1,444,781) |
|
| (1,027,126) | ||
|
|
|
|
|
|
|
|
|
|
| Total Stockholders' Equity |
| 154,617 |
|
| 228,514 | |
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 760,255 |
| $ | 836,648 | |
|
|
|
|
|
|
|
|
|
The accompanying condensed notes are an integral part of these interim financial statements.
5
ZALDIVA, INC.
Statements of Operations
(Unaudited)
|
|
| For the Three Months Ended |
| For the Nine Months Ended | ||||||||
|
|
| June 30, |
| June 30, | ||||||||
|
|
| 2008 |
| 2007 |
| 2008 |
| 2007 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Product Sales | $ | 77,887 |
| $ | 43,763 |
| $ | 195,884 |
| $ | 100,790 | |
| Internet Services |
| - |
|
| 8,614 |
|
| 16,119 |
|
| 17,038 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Revenues |
| 77,887 |
|
| 52,377 |
|
| 212,003 |
|
| 117,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF GOODS SOLD |
| 43,303 |
|
| 23,313 |
|
| 107,100 |
|
| 58,737 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Profit |
| 34,584 |
|
| 29,064 |
|
| 104,903 |
|
| 59,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| General and administrative expenses |
| 152,093 |
|
| 99,844 |
|
| 460,949 |
|
| 288,039 | |
| Advertising expense |
| 7,381 |
|
| 6,042 |
|
| 16,026 |
|
| 18,538 | |
| Website development expenses |
| 4,310 |
|
| 1,269 |
|
| 13,921 |
|
| 1,414 | |
| Depreciation expense |
| 4,987 |
|
| 4,987 |
|
| 14,961 |
|
| 15,300 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Operating Expenses |
| 168,771 |
|
| 112,142 |
|
| 505,859 |
|
| 323,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING LOSS |
| (134,187) |
|
| (83,078) |
|
| (400,956) |
|
| (264,200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
| 19 |
|
| 155 |
|
| 948 |
|
| 650 | |
| Interest expense |
| (6,763) |
|
| (8,000) |
|
| (17,647) |
|
| (24,000) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Other Income |
|
|
|
|
|
|
|
|
|
|
|
|
| (Expense) |
| (6,744) |
|
| (7,845) |
|
| (16,699) |
|
| (23,350) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS | $ | (140,931) |
| $ | (90,923) |
| $ | (417,655) |
| $ | (287,550) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BASIC AND DILUTED |
|
|
|
|
|
|
|
|
|
|
| |
| LOSS PER SHARE | $ | (0.02) |
| $ | (0.01) |
| $ | (0.05) |
| $ | (0.04) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| WEIGHTED AVERAGE |
|
|
|
|
|
|
|
|
|
|
| |
| NUMBER OF SHARES |
|
|
|
|
|
|
|
|
|
|
| |
| OUTSTANDING |
| 8,163,332 |
|
| 7,182,024 |
|
| 8,163,332 |
|
| 7,122,684 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying condensed notes are an integral part of these interim financial statements.
6
ZALDIVA, INC. | |||||||||||||
Statements of Stockholders' Equity | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
| Total | ||
| Common Stock |
| Paid-In |
| Accumulated |
| Stockholders' | ||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Equity | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2006 | 6,867,858 |
| $ | 6,868 |
| $ | 443,884 |
| $ | (637,811) |
| $ | (187,059) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercised | 610,000 |
|
| 610 |
|
| 152,720 |
|
| - |
|
| 153,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributed capital | - |
|
| - |
|
| 4,835 |
|
| - |
|
| 4,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
preferred stock | 357,142 |
|
| 357 |
|
| 352,584 |
|
| - |
|
| 352,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services | 300,000 |
|
| 300 |
|
| 125,700 |
|
| - |
|
| 126,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for dividends | 28,332 |
|
| 28 |
|
| 14,972 |
|
| - |
|
| 15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants granted | - |
|
| - |
|
| 152,782 |
|
| - |
|
| 152,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | - |
|
| - |
|
| - |
|
| (389,315) |
|
| (389,315) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2007 | 8,163,332 |
|
| 8,163 |
|
| 1,247,477 |
|
| (1,027,126) |
|
| 228,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants granted | - |
|
| - |
|
| 343,758 |
|
| - |
|
| 343,758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 (unaudited) | - |
|
| - |
|
| - |
|
| (417,655) |
|
| (417,655) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 (unaudited) | 8,163,332 |
| $ | 8,163 |
| $ | 1,591,235 |
| $ | (1,444,781) |
| $ | 154,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
ZALDIVA, INC.
Statements of Cash Flows
(Unaudited)
|
|
|
| For the Nine Months Ended | ||||||
|
|
|
| June 30, | ||||||
|
|
|
| 2008 |
| 2007 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
| |||||
| Net income (loss) | $ | (417,655) |
| $ | (287,550) | ||||
| Adjustments to reconcile net loss to net cash |
|
|
|
|
| ||||
| used by operating activities: |
|
|
|
|
| ||||
|
| Depreciation and amortization |
| 14,961 |
|
| 15,300 | |||
|
| Fair value of warrants |
| 343,758 |
|
| - | |||
|
| Non cash interest expense |
| - |
|
| 16,000 | |||
|
| Common stock issued for services |
| - |
|
| 202,391 | |||
| Changes in operating assets and liabilities |
|
|
|
|
| ||||
|
| (Increase) decrease in inventory |
| 4,357 |
|
| 21,898 | |||
|
| (Increase) decrease in prepaid expenses |
| 4,263 |
|
| 640 | |||
|
| Increase (decrease) in current liabilities |
| (2,302) |
|
| 14,080 | |||
|
| Increase (decrease) in unearned revenue |
| (194) |
|
| (220) | |||
|
|
|
|
|
|
|
|
| ||
|
|
| Net Cash Used by Operating Activities |
| (52,812) |
|
| (17,461) | ||
|
|
|
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
| ||
|
| (Purchase) of building improvements |
| - |
|
| (114,196) | |||
|
|
|
|
|
|
|
|
| ||
|
|
| Net Cash Used by Investing Activities |
| - |
|
| (114,196) | ||
|
|
|
|
|
|
|
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
| ||
|
| Contributed capital |
| - |
|
| 75,500 | |||
|
|
|
|
|
|
|
|
| ||
|
|
| Net Cash Provided by Investing Activities |
| - |
|
| 75,500 | ||
|
|
|
|
|
|
|
|
| ||
|
| NET INCREASE (DECREASE) IN CASH |
| (52,812) |
|
| (56,157) | |||
|
|
|
|
|
|
|
|
| ||
|
| CASH AT BEGINNING OF PERIOD |
| 77,769 |
|
| 86,183 | |||
|
|
|
|
|
|
|
|
| ||
|
| CASH AT END OF PERIOD | $ | 24,957 |
| $ | 30,026 | |||
|
|
|
|
|
|
|
|
| ||
SUPPLIMENTAL DISCLOSURES OF |
|
|
|
|
| |||||
| CASH FLOW INFORMATION |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
| ||
| CASH PAID FOR: |
|
|
|
|
| ||||
|
| Interest | $ | 10,001 |
| $ | - | |||
|
| Income Taxes | $ | - |
| $ | - | |||
The accompanying condensed notes are an integral part of these interim financial statements.
8
ZALDIVA, INC.
Notes to the Condensed Financial Statements
June 30, 2008 and September 30, 2007
NOTE 1 -
CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2008, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys September 30, 2007 audited financial statements. The results of operations for the periods ended June 30, 2008 and 2007 are not necessarily indicative of the operating results for the full years.
NOTE 2 -
GOING CONCERN
The Companys financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
9
NOTE 3 - IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In March 2008, the FSAB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We do not anticipate a material impact upon adoption.
In December 2007, the FASB issued SFAS 160, Noncontrolling interests in Consolidated Financial Statements an amendment of ARB No. 51. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years beginning on or after December 15, 2008. Early adoption is not permitted. Management is currently evaluating the effects of this statement, but it is not expected to have any impact on the Companys financial statements.
In February 2007 , the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing an entity to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities, with changes in fair value recognized in earnings as they occur. SFAS 159 also requires an entity to report those financial assets and financial liabilities measured at fair value in a manner that separates those reported fair values from the carrying amounts of assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, SFAS 159 requires an entity to provide information that would allow users to understand the effect on earnings of changes in the fair value on those instruments selected for the fair value election. SFAS 159 is effective for fiscal years beginning after November 15, 2007 with early adoption permitted. The Company is continuing to evaluate SFAS 159 and to assess the impact on its results of operations and financial condition if an election is made to adopt the standard.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. Where applicable, SFAS No. 157 simplifies and codifies related guidance within GAAP and does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier adoption is encouraged. The Company does not expect the adoption of SFAS No. 157 to have a significant effect on its financial position or results of operation.
10
Item 2. Managements Discussion and Analysis or Plan of Operation.
Results of Operation
For The Three Months Ended June 30, 2008 Compared to The Three Months Ended June 30, 2007.
During the quarterly period ended June 30, 2008, we received total revenues of $77,887. This compares to total revenues of $52,377 in the quarterly period ended June 30, 2007. Costs of sales during these periods were $43,303 and $23,313 respectively.
Operating expenses increased to $168,771 during the quarterly period ended June 30, 2008, from $112,142 in the year-ago period. For the three months ended June 30, 2008, we had a net loss of $140,931, as compared to a net loss of $90,923 during the June 30, 2007, period. Included in the net loss for 2008 is $114,586 from the amortization of warrants granted in 2007 to our officers and directors. Included in the net loss for 2007 was $76,391 for these warrants. Excluding these non cash expenses our loss for the three months ended June 30, 2008 and 2007 would have been only $26,345 and $14,532, respectively.
For The Nine Months Ended June 30, 2008 Compared to The Nine Months Ended June 30, 2007.
During the nine months ended June 30, 2008, we received total revenues of $212,003. This compares to total revenues of $117,828 in the same period ended June 30, 2007. Costs of sales during these periods were $107,100 and $58,737 respectively.
Operating expenses increased to $505,859 during the nine months ended June 30, 2008, from $323,291 in the year-ago period. For the nine months ended June 30, 2008, we had a net loss of $417,655, as compared to a net loss of $287,550 during the nine months ended June 30, 2007, period. Included in the net loss for 2008 is $343,758 from the amortization of warrants granted in 2007 to our officers and directors. Included in the net loss for 2007 was $76,391 for these war