**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        DC 20549**
 
 **FORM
        10-QSB**
  (Mark
        One)
 
 x
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the quarterly period ended
              **June
                  30, 2007**ORo
              TRANSACTION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934For
                  the transition period from
              
              toCommission
                  file number:
              **333-135134**
  **ZIPGLOBAL
                  HOLDINGS, INC.**(Exact
                  Name of Registrant as Specified in Its
                  Charter) 
 **Delaware**
                
                **20-3837010**(State
                    of Other Jurisdiction of Incorporation or
                  Organization)
                
                (I.R.S.
                    Employer Identification Number)
 
 **420
                    Washington Street, Unit LL-6,**
                  **Braintree,
                    Massachusetts**
                
                **02184**(Address
                    of Principal Executive Offices)
                
                (Zip
                    Code)
 
 **(781)
                    848-0021**(Registrant’s
                    Telephone Number, Including Area
                    Code)
 
 **N/A**(Former
                    Name, Former Address and Former Fiscal Year, If Changed Since
                    Last
                    Report)
 
 Indicate
          by check mark whether the registrant: (1) has filed all reports required
          to be
          filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during
          the
          preceding 12 months (or such shorter period that the registrant was required
          to
          file such reports), and (2) has been subject to such filing requirements
          for the
          past 90 days.
 o
          Yes   x No
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act).
 o
          Yes   x No
 
 State
          the
          number of shares outstanding of each of the issuer’s classes of common equity,
          as of the latest practicable date. 18,715,792
          shares of common stock, par value $0.0001 per share, issued and outstanding
          as
          of August 6, 2007 .
 
 
 Transitional
          Small Business Disclosure Format (check one):   oYesxNo
  
  **TABLE
        OF CONTENTS**
 
 **Page****PART
                  I - FINANCIAL INFORMATION**Item
                  1.
              Financial
                  Statements
              3Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              9Item
                  3.
              Controls
                  and Procedures
              14**PART
                  II - OTHER INFORMATION**Item
                  1.
              Legal
                  Proceedings
              14Item
                  2.
              Unregistered
                  Sale of Equity Securities and Use of Proceeds
              15Item
                  3.
              Defaults
                  Upon Senior Securities
              15Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              15Item
                  5.
              Other
                  Information
              15Item
                  6.
              Exhibits
              15**SIGNATURES**
              16**EXHIBITS**
              17
  2
  **PART
        I**
 **FINANCIAL
        INFORMATION**
 
 **Item
        1. Financial Statements.**
 
 **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 
 June
                  30,
                2007
              
              March
                  31,
                2007(Unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              413,440
              
              $
              421,668Short-term
                  investment
              
              
              -
              
              
              202,849Accounts
                  receivable
              
              
              227,244
              
              
              66,614Inventory
              
              
              31,221
              
              
              34,279Prepaid
                  expenses
              
              
              70,975
              
              
              85,708Total
                  Current Assets
              
              
              742,880
              
              
              811,118PROPERTY,
                  PLANT AND EQUIPMENT, net of accumulated depreciation of $19,285
                  and
                  $16,346, respectively
              
              
              31,792
              
              
              34,407Total
                  Assets
              
              $
              774,672
              
              $
              845,525LIABILITIES
                  AND STOCKHOLDERS’ EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              121,655
              
              $
              103,833Accrued
                  expenses
              
              
              56,435
              
              
              46,114Due
                  to stockholders
              
              
              84,312
              
              
              101,774Deferred
                  revenue
              
              
              39,648
              
              
              35,084Customer
                  deposits
              
              
              26,941
              
              
              26,941Total
                  Current Liabilities
              
              
              328,991
              
              
              313,746STOCKHOLDERS’
                  EQUITYPreferred
                  stock, par value $0.0001 per share, authorized 5,000,000 shares,
                  none
                  issued and outstandingCommon
                  stock par value $0.0001 per share, authorized 100,000,000 shares,
                  18,715,792 issued and outstanding at June 30, 2007 (unaudited)
                  and March
                  31, 2007
              
              
              1,872
              
              
              1,872Additional
                  paid-in capital
              
              
              1,656,570
              
              
              1,632,236Accumulated
                  deficit
              
              
              (1,206,938
              )
              
              (1,097,813
              )Accumulated
                  other comprehensive loss
              
              
              (5,823
              )
              
              (4,516
              )Total
                  Stockholders’ Equity
              
              
              445,681
              
              
              531,779Total
                  Liabilities and Stockholders’ Equity
              
              $
              774,672
              
              $
              845,525
 
 See
        accompanying notes to consolidated financial statements.
  3
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 
 **(UNAUDITED)**
 
 **Three
                  Months Ended June 30,****2007**
              
              **2006**NET
                  SALES
              
              $
              752,027
              
              $
              1,179,093COSTS
                  AND EXPENSESCost
                  of goods sold
              
              
              686,745
              
              
              1,136,851General
                  and administrative
              
              
              174,251
              
              
              116,241Depreciation
              
              
              2,615
              
              
              1,501Total
                  Costs and Expenses
              
              
              863,611
              
              
              1,254,593NET
                  OPERATING LOSS
              
              
              (111,584
              )
              
              (75,500
              )OTHER
                  INCOMEInterest
                  income
              
              
              2,459
              
              
              478Total
                  Other Income
              
              
              2,459
              
              
              478NET
                  LOSS BEFORE TAXES
              
              
              (109,125
              )
              
              (75,022
              )PROVISION
                  FOR INCOME TAXES
              
              
              -
              
              
              (895
              )NET
                  LOSS
              
              $
              (109,125
              )
              $
              (75,917
              )NET
                  LOSS PER COMMON SHARE (Basic and diluted)
              
              $
              (0.01
              )
              $
              (0.01
              )WEIGHTED
                  AVERAGE SHARES OUTSTANDING
              
              
              18,715,792
              
              
              18,086,092
 
 See
        accompanying notes to consolidated financial statements.
  4
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(UNAUDITED)**
  **Three
                  Months Ended**
                **June
                  30,****2007**
              
              **2006**CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (109,125
              )
              $
              (75,917
              )Adjustments
                  to reconcile net loss to net cash flows from operating
                  activities:Depreciation
                  and amortization
              
              
              2,615
              
              
              1,501Stock
                  based compensation
              
              
              15,084
              
              
              349Contribution
                  of services
              
              
              13,000
              
              
              39,000Changes
                  in operating assets and liabilitiesAccounts
                  receivable
              
              
              (160,630
              )
              
              39,220Inventory
              
              
              3,058
              
              
              (1,145
              )Prepaid
                  expenses
              
              
              10,983
              
              
              (32,229
              )Accounts
                  payable
              
              
              17,822
              
              
              (31,918
              )Accrued
                  expenses
              
              
              10,321
              
              
              (2,280
              )Deferred
                  Revenue
              
              
              4,564
              
              
              (12,169
              )Customer
                  deposits
              
              
              -
              
              
              -Net
                  cash used in operating activities
              
              
              (192,308
              )
              
              (75,588
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESShort-term
                  investment
              
              
              202,849
              
              
              -Purchases
                  of property and equipment
              
              
              -
              
              
              (2,288
              )Net
                  cash used in investing activities
              
              
              202,849
              
              
              (2,288
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES(Repayment
                  to)/loans from stockholders
              
              
              (17,462
              )
              
              10,758Proceeds
                  from issuance of common stock
              
              
              -
              
              
              534,430Net
                  cash provided by financing activities
              
              
              (17,462
              )
              
              545,188EFFECT
                  OF RATE CHANGE ON CASH
              
              
              (1,307
              )
              
              (2,588
              )NET
                  (DECREASE)/ INCREASE IN CASH
              
              
              (8,228
              )
              
              464,724CASH,
                  BEGINNING OF PERIOD
              
              
              421,668
              
              
              375,631CASH,
                  END OF PERIOD
              
              $
              413,440
              
              $
              840,355
 
 See
        accompanying notes to consolidated financial statements.
  5
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (CONTINUED)**
 
 **(UNAUDITED)**
 
 **Three
                  Months Ended**
                **June
                  30,****2007**
              
              **2006**SUPPLEMENTAL
                  CASH FLOW DISCLOSURESCash
                  paid for taxes
              
              
              -
              
              $
              895Contribution
                  of services by officers and directors
              
              $
              13,000
              
              
              39,000Stock
                  based compensation
              
              
              15,084
              
              
              349
 
 See
        accompanying notes to consolidated financial statements.
  6
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
  **NOTES
        TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**
  NOTE
        A -
        BASIS OF PRESENTATION
  The
        accompanying condensed consolidated financial statements have been prepared
        in
        accordance with generally accepted accounting principles for interim financial
        information. Accordingly, they do not include all of the information and
        footnotes required by generally accepted accounting principles for complete
        financial statements. In the opinion of management, all adjustments (consisting
        of normal recurring accruals) considered necessary in order to make the
        financial statements not misleading have been included. Results for the three
        months ended June 30, 2007 are not necessarily indicative of the results
        that
        may be expected for the year ending March 31, 2008. For further
        information, refer to the financial statements and footnotes thereto included
        in
        the ZipGlobal Holdings Inc. and Subsidiary annual report on Form 10-KSB for
        the
        year ended March 31, 2007.
  NOTE
        B -
        GOING CONCERN
  As
        indicated in the accompanying financial statements, the Company incurred
        net
        operating losses of $1,206,938 since inception. Management’s plans include the
        raising of capital through short term financing to fund future operations
        and
        the generating of revenue through its business. Failure to raise capital
        and
        generate sales revenues could result in the Company having to curtail or
        cease
        operations. Additionally, even if the Company does raise sufficient capital
        to
        support its operating expenses and generate revenues, there can be no assurances
        that the revenue will be sufficient to enable it to develop business to a
        level
        where it will generate profits and cash flows from operations. These matters
        raise substantial doubt about the Company’s ability to continue as a going
        concern. However, the accompanying financial statements have been prepared
        on a
        going concern basis, which contemplates the realization of assets and
        satisfaction of liabilities in the normal course of business. These financial
        statements do not include any adjustments relating to the recovery of the
        recorded assets or the classification of the liabilities that might be necessary
        should the Company be unable to continue as a going concern.
  NOTE
        C -
        CONTRIBUTION OF SERVICES
  During
        the three months ended June 30, 2007, the Company agreed to begin paying
        salaries to its officers and directors. Although no formal employment agreements
        exist, the Company has agreed to pay its officers and directors a total of
        approximately $6,800 per month. For the three months ended June 30, 2007,
        $13,603 has been accrued for officer and director salaries. At June 30, 2007,
        these amounts have not yet been paid.
  Previously,
        the Company did not pay salaries or fees to its directors and officers. As
        such,
        the Company recorded the fair value of services provided by directors and
        officers, as determined by management, as an expense and capital contribution
        when incurred. As the Company agreed to pay its officers and directors salaries,
        the Company no longer accrued contributed services. The Company recognized
        $13,000 and $39,000 in contributed services during the three months ended
        June
        30, 2007 and June 30, 2006, respectively.
  7
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
  **NOTES
        TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**
  NOTE
        D-
        STOCK OPTIONS
  The
        following table summarizes stock option activity for the three months ended
        June
        30, 2007:
  NSO's
              
              ISO'sShares
              
              Weighted
                Average
                Exercise
                Price
              
              Weighted
                Average
                Remaining
                Contractual
                  Term
              
              Aggregate
                Intrinsic
                Value
                  (1)
              
              Shares
              
              Weighted
                  Average Exercise Price
              
              Weighted
                Average
                Remaining
                Contractual
                  Term
              
              Aggregate
                Intrinsic
                Value
                  (1)Outstanding,
                  April 1, 2007
              
              
              225,000
              
              $
              0.50
              
              
              
              
              
              
              
              
              307,500
              
              $
              0.50Granted
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              -Exercised
              
              
              -
              
              
              
              
              
              
              
              
              
              
              
              -Cancelled/Forfeited
              
              
              (105,000
              )
              
              0.50
              
              
              
              
              
              
              
              
              (75,000
              )
              
              0.50Outstanding,
                  June 30, 2007
              
              
              120,000
              
              
              
              
              
              2.47
              
              
              -
              
              
              232,500
              
              
              
              
              
              3.13
              
              
              -Exercisable
                  at June 30, 2007
              
              
              33,333
              
              
              
              
              
              -
              
              
              -
              
              
              52,500
              
              
              
              
              
              -
              
              
              -
  (1)
                  The intrinsic value is the difference between the market price
                  of the
                  stock and the exercise price of the option. As the exercise price
                  and
                  market price are the same on all options, the options have no intrinsic
                  value.
  8


**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**





**Forward-Looking
      Statements**





*This
      Report contains statements that we believe are, or may be considered to be,
      “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995. All statements other than statements of
      historical fact included in this Report regarding the prospects of our industry
      or our prospects, plans, financial position or business strategy, may constitute
      forward-looking statements. In addition, forward-looking statements generally
      can be identified by the use of forward-looking words such as “may,” “will,”
“expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,”
“plans,” “forecasts,” “continue” or “could” or the negatives of these terms or
      variations of them or similar terms. Furthermore, such forward-looking
      statements may be included in various filings that we make with the SEC or
      press
      releases or oral statements made by or with the approval of one of our
      authorized executive officers. Although we believe that the expectations
      reflected in these forward-looking statements are reasonable, we cannot assure
      you that these expectations will prove to be correct. These forward-looking
      statements are subject to certain known and unknown risks and uncertainties,
      as
      well as assumptions that could cause actual results to differ materially from
      those reflected in these forward-looking statements. Readers are cautioned
      not
      to place undue reliance on any forward-looking statements contained herein,
      which reflect management’s opinions only as of the date hereof. Except as
      required by law, we undertake no obligation to revise or publicly release the
      results of any revision to any forward-looking statements. You are advised,
      however, to consult any additional disclosures we make in our reports to the
      SEC. All subsequent written and oral forward-looking statements attributable
      to
      us or persons acting on our behalf are expressly qualified in their entirety
      by
      the cautionary statements contained in this Report.*




**Business
      Overview**




ZipGlobal
      Holdings, Inc. is a Delaware corporation working through its wholly-owned
      subsidiary Beasley Holdings Limited, a British Virgin Island company located
      in
      Hong Kong and acquired by us in a share exchange consummated in November 2005.
      Through Beasley, we provide Internet telephony services to over 3,400 registered
      subscribers as of June 30, 2007 by utilizing Voice over Internet Protocol,
      or
      VoIP, technology. While we sell our services to all parts of the world, over
      80%
      of our current customers are located outside of the United States and Canada
      and
      our growth strategy has been focused on the domestic and international Asian
      markets. We also sell telecommunication time to other resellers of
      telecommunication time. In May 2004 and January 2005, we opened sales offices
      in
      Hong Kong and mainland China, respectively, to support direct sales and to
      better serve our customers in Asia.





During
      the three months ended June 30, 2007, we commenced a new business
      initiative called ZipGlobal Cell Phone Direct, which allows U.S. and Canadian
      cell phone users to make international cellular phone calls through ZipGlobal's
      systems. The long distance call is accomplished by having ZipGlobal Cell
      Phone Direct customers call into our switch system through a prepaid telephone
      card number. By dialing into a designated ZipGlobal access
      number, the caller’s cell phone is recognized by our switch system
      and the call is connected. We believe that our ZipGlobal Cell Phone Direct
      program offers competitive rates.





We
      have
      incurred net operating losses of $1,206,938 since our inception, and our
      auditors have expressed doubt about our ability to continue as a going concern.
      In order to grow our customer base and revenue, we seeking to grow our business
      by increasing our sales force in Asia. We are pursuing to grow our business
      in
      the near term to capitalize on the current expansion of Internet broadband
      usage
      and to establish ourselves in VoIP market in Asia. We intend to continue to
      pursue growth because we believe it will position us as a viable competitor
      in
      the long term. This strategy, however, will result in further net losses.





***Results
      of Operations***





*Three
      Months Ended June 30, 2007 Compared to Three Months Ended June 30,
      2006*





*Revenues* .
      We
      recognize revenue through our retail sales consisting of the sale of gateway
      kits, subscription services plans and fees and our prepaid ZipGlobal To-Go
      Recharge Cards and through our resale of blocks of telecommunications time
      to
      other telecommunication providers. During
      the three months ended June 30, 2007, we commenced our ZipGlobal Cell Phone
      Direct program. The long distance call is accomplished by having ZipGlobal
      Cell Phone Direct customers call into our switch system through a prepaid
      telephone card number. We recognize revenue on our ZipGlobal Cell Phone Direct
      program when a customer uses minutes on his prepaid telephone card. The dollar
      value of unused minutes is not recognized until used and until such time, are
      stated as deferred revenue. Our
      overall revenues were $752,027 for the three month period ended June 30, 2007,
      compared to $1,179,093 for the three month period ended June 30, 2006. This
      decrease was primarily due to a decrease in our resell business, commenced
      in
      February 2005, whereby we repurchase blocks of VoIP of telephony minutes from
      telecommunication providers and resell them to other telecommunications
      providers on a usage basis.




9





*Costs
      of Sales.* The cost
      of sales consists of costs associated with purchasing gateway systems and
      equipment and shipping and handling of gateway systems to our dealers and our
      costs associated with our purchases of blocks of time in connection with our
      resell business. Our costs of sales for the quarter ended June 30, 2007 were
      $686,745 compared to $1,136,851 for the three months ended June 30, 2006. This
      decrease was due to a decrease in our purchases of blocks of VoIP telephony
      time
      in connection with our resell business. Cost of sales primarily consists of
      fees
      paid to other telecommunication providers for blocks of telecommunications
      time
      for our resale and retail businesses.





*Gross
      Margins.* During
      the quarter ending June 30, 2007, the Company experienced decreasing revenues
      and increasing gross margins. Gross margins increased from 4% for the three
      months ended June 30, 2006 to 9% for the three months ended June 30, 2007.
      Sales
      for wholesale minutes declined, however gross margins on wholesale minutes
      are small. Additionally, ZipGlobal Cell Phone Direct sales began during the
      three months ended June 30, 2007. The gross margins for this ZipGlobal Cell
      Phone Direct are greater than the gross margins on wholesale minute sales.
      Therefore, when ZipGlobal Cell Phone Direct sales are included, gross margins
      have increased although overall revenues have declined.




*General
      and Administrative Expenses* .
      Our
      general and administrative expenses consist of related overhead costs for sales,
      marketing, customer support, finance, human resources and management. Our
      general and administrative expenses increased to $174,251 for the quarter ended
      June 30, 2007 from $116,241 for the quarter ended June 30, 2006. The most
      significant components of general and administrative expenses are salaries,
      contributed services and rent.




***Liquidity
      and Capital Resources***





We
      have
      incurred significant operating losses since our inception. As a result, we
      have
      generated negative cash flows from operations and had an accumulated deficit
      of
      $1,206,938 at June 30, 2007, and there is doubt about our ability to continue
      as
      a going concern. Our primary sources of funds have been loans from officers
      and
      from the sale of common stock in a series of private placement offerings.





*Cash
      Balance.* At
      June
      30, 2007, we had a cash balance of $413,440 compared to $421,668 as of March
      31,
      2007. We anticipate continuing to rely on private and public equity sales of
      our
      common stock in order to continue to fund our business operations. Issuances
      of
      additional shares will result in dilution to our existing stockholders. There
      is
      no assurance that we will achieve any of additional sales of our equity
      securities or arrange for debt or other financing for to fund our planned
      business activities.





*Short-Term
      Investment.* At June
      30, 2007, we had a short-term investment of $0 compared to $202,849 as of March
      31, 2007. This decrease was due to the redemption of a short-term investment
      to
      fund our operations.





*Accounts
      Receivable.* At
      June
      30, 2007, we had accounts receivable of $227,244, compared to $66,614 as of
      March 31, 2007. This increase was due to the launching of ZipGlobal Cell Phone
      Direct.





*Accounts
      Payable.* At
      June
      30, 2007, we had accounts payable of $121,655, compared to $103,833 as of March
      31, 2007. This increase was due to the launch of ZipGlobal Cell Phone Direct
      during the quarter ended June 30, 2007.




10





*Accrued
      Expenses.* At
      June
      30, 2007, we had accrued expenses of $56,435, compared to $46,114 as of March
      31, 2007. This increase was due to increased commission expenses.





*Deferred
      Revenues.* At
      June
      30, 2007, we had deferred revenues of $39,648 compared to $35,084 as of March
      31, 2007. This increase was due to an increase in prepaid subscription fees
      from
      customers from our ZipGlobal Cell Phone Direct program.





Historically,
      our principal uses of cash have been to fund operating losses, which were driven
      by start-up costs associated with opening offices in Asia and the costs of
      developing our technology. We anticipate incurring net losses in the future
      as
      we seek to grow our customer base in Asia through the opening of additional
      sales offices.




To
      implement our growth strategy, we may need to seek additional funding by
      accessing the equity or debt capital markets. In addition, although we do not
      currently anticipate any acquisitions, we may need to seek additional funding
      if
      an attractive acquisition opportunity is presented to us. However, our
      significant losses to date may prevent us from obtaining additional funds on
      favorable terms or at all. Because of our historical net losses and our limited
      tangible assets, we do not fit traditional credit lending criteria, which,
      in
      particular, could make it difficult for us to obtain loans or to access the
      debt
      capital markets.




***Critical
      Accounting Policies & Estimates***





The
      follow describes critical accounting policies and estimates:





Use
      of
      Estimates





It
      is
      important to note that when preparing the financial statements in conformity
      with U.S. generally accepted accounting principles, management is required
      to
      make certain estimates and assumptions that affect the amounts reported and
      disclosed in the financial statements and related notes. Actual results could
      differ if those estimates and assumptions approve to be incorrect.





On
      an
      ongoing basis, we evaluate our estimates, including those related to estimated
      customer life, used to determine the appropriate amortization period for
      deferred revenue and deferred costs associated with customer activation fees,
      the useful lives of property and equipment as well as in U.S. dollar exchange
      rates with foreign currencies, among others, as well as our estimates of the
      value of common stock for the purpose of determining stock-based compensation.
      We base our estimates on historical experience and on various other assumptions
      that we believe to be reasonable, the results of which form the basis for making
      judgments about the carrying values of assets and liabilities.





Cash
      and Cash Equivalents





The
      Company considers all highly-liquid investments with an original maturity of
      three months or less to be cash equivalents.




Inventory




Inventory
      consists of the cost of customer equipment and is stated at the lower of cost
      or
      market, with cost determined using the first in first out (FIFO) method. We
      provide an inventory allowance for customer equipment that has been returned
      by
      customers but may not be able to be re-issued to new customers or returned
      to
      the manufacturer for credit.




11




Property,
      Plant and Equipment





Property,
      plant and equipment is stated at cost and is depreciated using the straight
      line
      method over the estimated useful lives of the respective assets. Routine
      maintenance, repairs and replacement costs are expensed as incurred and
      improvements that extend the useful life of the assets are capitalized. When
      property, plant and equipment is sold or otherwise disposed of, the cost and
      related accumulated depreciation are eliminated from the accounts and any
      resulting gain or loss is recognized in operations.





Impairment
      of Long-Lived Assets





The
      Company reviews long-lived assets for impairment whenever events or changes
      in
      circumstances indicate the carrying amount of an asset may not be recoverable.
      Recoverability of assets to be held and used is measured by a comparison of
      the
      carrying amount of an asset to future undiscounted net cash flows expected
      to be
      generated by the asset. If such assets are considered to be impaired, the
      impairment to be recognized is measured by the amount by which the carrying
      amount of the assets exceeds the fair value of the assets.





Income
      Taxes





We
      recognize deferred tax assets and liabilities based on the differences between
      the financial statement and income tax bases of assets and liabilities by using
      estimated tax rates in effect for the year in which the differences are expected
      to reverse. The measurement of a deferred tax asset is adjusted by a valuation
      allowance, if necessary, to recognize tax benefits only to the extent that,
      based on available evidence, it is more likely than not that they will be
      realized. We have recorded a valuation allowance on the assumption that we
      will
      not generate taxable income.




Stock-Based
      Compensation





We
      account for stock based compensation using the fair value method. In determining
      fair value for the options, the Company is utilizing the Black-Scholes model
      with the following assumptions:





Risk-free
                rate
            
            4.85% -  4.90
            %Volatility
            
            
            46% - 47
            %Expected
                Life
            
            
            3
                yearsDividend
                Yield
            
            
            0
            %





The
      risk
      free rate is the expected U.S. Treasury rate over the expected life. The
      volatility reflects the estimated price movement of the Company’s stock. As the
      Company is not public, the Company utilized the price movements of similar
      publicly traded companies in estimating volatility. The expected life is the
      period for which the risk-free rate, volatility and dividend yield are to be
      applied. The dividend yield is based upon the estimated dividend yield over
      the
      expected life.





The
      above
      assumptions were made by the Company based upon management’s best estimates.
      Changes in these assumptions would impact the amount of stock-based compensation
      recognized by the Company. These assumptions would likely be different for
      future issuances of stock-based compensation. The following table summarizes
      the
      estimated increase (decrease) in the Company’s stock-based compensation based
      changes in estimates.





**Assumption**
            
            **Change**
            
            **Change
                in Stock-Based**
              **Compensation**Risk-free
                rate
            
            100
                basis point increase
            
            $
                (425)100
                basis point decrease
            
            $
                (4,272)Volatility
            
            1000
                basis point increase
            
            $
                7,7031000
                basis point decrease
            
            $
                (12,732)Expected
                Life
            
            Held
                until expiration
            
            $
                5,3781
                year decrease
            
            $
                (14,485)




12




Revenue
      Recognition





The
      Company earns revenue through the retail sales of VoIP gateway boxes and
      telephony minutes and through the resale of block VoIP telephony minutes to
      other telecommunications providers. We
      recognize revenue on our ZipGlobal Cell Phone Direct program, commenced in
      the
      quarter ended June 30, 2007, when a customer uses minutes on his prepaid
      telephone card. The dollar value of unused minutes in connection with our
      ZipGlobal Cell Phone Direct program is not recognized until used and until
      such
      time, are stated as deferred revenue.





For
      retail sales, the Company earns revenues from the sale of VoIP gateway boxes
      and
      monthly, usage and activation fees in connection with a customer’s use of the
      Company’s telephony service. Pursuant to the Company’s agreements with its
      dealer representatives, the Company’s sales representatives are required to
      purchase an agreed upon number of VoIP gateway boxes for $75 per box as a
      security deposit. The Company recognizes revenue on the sale of a VoIP gateway
      boxes when a customer purchases the gateway box from a dealer representatives
      when subscribing the Company’s service. The Company furnishes additional gateway
      boxes to a dealer representative on a consignment basis and recognizes revenue
      only when it is sold to a customer. Monthly fees are automatically billed to
      customers each month and are recognized when earned. Usage fees are prepaid
      by
      customers and recognized as revenue based upon customer usage of the minutes.
      Activation fees are charged to customers for the purchase of gateway kits from
      one of our sales representatives and are necessary to utilize VoIP telephony
      minutes. These activation fees, along with the related costs up to but not
      exceeding the activation fees, are deferred and amortized over the estimated
      average customer relationship period. The average customer relationship period
      has been determined to be 13 months based upon the Company’s review of its
      customer retention since inception.





The
      Company records the resale of block VoIP telephony minutes on a gross basis
      as
      the Company has latitude in establishing the resale price, has discretion in
      its
      selection of resale suppliers and has credit risk on the transactions.
      Accordingly, revenue is recognized when persuasive evidence of an arrangement
      exists, delivery has occurred, the fee is determinable and collectibility is
      probable.





Substantially
      all of our telephony services revenue is derived from monthly subscription
      fees
      that customers are charged under our service plans. We also derive telephony
      services revenue from per minute fees for international calls and for any
      calling minutes in excess of a customer's monthly plan limits. Monthly
      subscription fees are automatically charged to customers' credit or debit cards
      in advance and are recognized over the following month when services are
      provided. Revenue generated from international calls and from customers
      exceeding allocated call minutes under limited minute plans are recognized
      as
      services are provided, that is, as minutes are used, and are billed to a
      customer's credit card in arrears. As a result of our multiple billing cycles
      each month, we estimate the amount of revenue earned from international calls
      and from customers exceeding allocated call minutes under limited minute plans
      but not billed from the end of each billing cycle to the end of each reporting
      period. These estimates are based primarily upon historical minutes and have
      been consistent with our actual results.




Deferred
      Revenue





Deferred
      revenue represents the unused telecommunication time from system subscribers
      and
      the unamortized portion of activation fees. The
      dollar value of unused minutes in connection with our ZipGlobal Cell Phone
      Direct program is not recognized until used and until such time, are stated
      as
      deferred revenue.


Net
      Loss Per Common Share





The
      Company computes per share amounts in accordance with Statement of Financial
      Accounting Standards (“SFAS”) No. 128, “Earnings per Share.” SFAS No. 128
      requires presentation of basic and diluted EPS. Basic EPS is computed by
      dividing the income (loss) available to common stockholders by the
      weighted-average number of common shares outstanding for the period. Diluted
      EPS
      is based on the weighted-average number of shares of common stock and common
      stock equivalents outstanding during the period.




13





Foreign
      Currency Translation





The
      Company and its subsidiary, Beasley, consider the U.S. Dollar to be its
      functional currency. Max International Investment Limited and Zippay Technology
      Limited, subsidiaries of Beasley, have functional currencies other than the
      U.S.
      Dollar. As such, assets and liabilities were translated into U.S. Dollars at
      the
      period end exchange rates. Statement of Operations amounts were translated
      using
      the average rate during the year. Gains and losses resulting from translating
      foreign currency financial statements were accumulated in other comprehensive
      loss, a separate component of stockholder’s equity.





Contributed
      Services





Previously,
      the Company did not pay salaries or fees to its directors and officers. As
      such,
      the Company recorded the fair value of services provided by directors and
      officers, as determined by management, as an expense and capital contribution
      when incurred. As the Company agreed to pay its officers and directors salaries
      during the three months ended June 30, 2007, the Company no longer accrues
      contributed services for the time officers and directors are compensated
      for.




***Off-Balance
      Sheet Arrangements***




We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources.




**Item
      3. Controls and Procedures.**




(a) *Evaluation
      of Disclosure Controls and Procedures.* Based on
      their evaluation as of the end of the period covered by this Quarterly Report
      on
      Form 10-QSB, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
      Act”)) were effective to ensure that information required to be disclosed by us
      in reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms.





(b) *Changes
      in Internal Controls Over Financial Reporting.* There
      were no changes in our internal controls over financial reporting during the
      fiscal quarter covered by this Form 10-QSB that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.




**PART
      II**


**OTHER
      INFORMATION**





**Item
      1. Legal Proceedings.**




We
      are
      not currently a party to any legal proceedings.




We
      are
      required by Section 131 of the Delaware General Corporation Law to maintain
      a
      resident agent in the State of Delaware. Our resident agent for this purpose
      is
      Harvard Business Services, Inc. located at 25 Greystone Manor, Lewes, Delaware
      19958. All legal process and any demand or notice authorized by law to be served
      upon us may be served upon our resident agent in the State of Delaware in the
      manner provided in Section 132 of the Delaware General Corporation
      Law.




14




**Item
      2. Unregistered Sale of Equity Securities and Use of
      Proceeds.**





None.





**Item
      3. Defaults Upon Senior Securities.**





None.





**Item
      4. Submission of Matters to a Vote of Security Holders.**




None.





**Item
      5. Other Information.**




None.





**Item
      6. Exhibits.**


**EXHIBIT
      INDEX**




**Exhibit No.**
            
            **Exhibit**31.1
            
            Certification
                by Michael C. Lee, the Principal Executive Officer and Principal
                Accounting Officer of ZipGlobal Holdings, Inc., pursuant to Rule
                13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
                amended32.1
            
            Certification
                of Michael C. Lee, the Principal Executive Officer and Principal
                Accounting Officer of ZipGlobal Holdings, Inc., pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002




15




**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Date:
                August 6, 2007
            
            **ZIPGLOBAL
                HOLDINGS, INC.**By:
            */s/
                Michael C. Lee***MICHAEL
                C. LEE**
              President
                and Chief Executive Officer
              (Principal
                Executive Officer and Principal
              Accounting
                Officer)




16




**EXHIBIT
      INDEX**




**Exhibit No.**
              
              **Exhibit**31.1
              
              Certification
                  by Michael C. Lee, the Principal Executive Officer and Principal
                  Accounting Officer of ZipGlobal Holdings, Inc., pursuant to Rule
                  13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
                  amended32.1
              
              Certification
                  of Michael C. Lee, the Principal Executive Officer and Principal
                  Accounting Officer of ZipGlobal Holdings, Inc., pursuant to 18
                  U.S.C.
                  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act
                  of 2002




17