UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549
 
 FORM
10-Q
 
 (Mark
One)
 
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
quarterly period ended December 31, 2010
 OR
  ̈
              TRANSACTION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period
from ___________________________ to ___________________________
 
 Commission
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)99
      Derby Street
                      Suite
      200
                      Hingham,
      MA 02043
                    
                    02043(Address
      of Principal Executive Offices)
                    
                    (Zip
      Code)
 
 (781)
556-1062
 (Registrant’s
Telephone Number, Including Area Code)
 
 N/A
 (Former
Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)
 
 Copies
to:
 The
Sourlis Law Firm
 Virginia
K. Sourlis, Esq.
 214 Broad
Street
 Red Bank,
New Jersey 07701
 T: (732)
530-9007
 F: (732)
530-9008
 www.SourlisLaw.com
 
 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 for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yesx     No   ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈   No
 ̈
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):
 
 Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo
x
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. As of February 2, 2011, there were
22,319,098  shares of common stock, par value $0.0001 per share,
issued and outstanding and no shares of preferred stock, par value $0.0001,
issued and outstanding.
  
  TABLE
OF CONTENTS
 
 PagePART
      I – FINANCIAL INFORMATIONItem
      1.
                Financial
      Statements
                F-1Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Plan
      of Operations
                3Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                7Item
      4T.
                Controls
      and Procedures
                7PART
      II – OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                8Item
      1A.
                Risk
      Factors
                8Item
      2.
                Unregistered
      Sale of Equity Securities and Use of Proceeds
                8Item
      3.
                Defaults
      Upon Senior Securities
                8Item
      4.
                [Removed
      and Reserved by the Securities and Exchange Commission]
                8Item
      5.
                Other
      Information
                8Item
      6.
                Exhibits
                8SIGNATURES
                
                9
  2
  PART
I
 
 Item
1.  Financial Statements.
 
 ZIPGLOBAL
HOLDINGS, INC.
 
 BALANCE
SHEETS
 
 December 31,
                            2010
                          
                          
                          March 31,
                            2010(Unaudited)ASSETSCURRENT
      ASSETSCash
                          
                          $
                          42,062
                          
                          
                          $
                          101Total
      Current Assets
                          
                          
                          42,062
                          
                          
                          
                          101Total
      Assets
                          
                          $
                          42,062
                          
                          
                          $
                          101LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccrued
      expenses
                          
                          $
                          125,599
                          
                          
                          $
                          113,641Bridge
      loans
                          
                          
                          155,000
                          
                          
                          
                          155,000Amount
      due from officer
                          
                          
                          -
                          
                          
                          
                          600Total
      Current Liabilities
                          
                          
                          280,599
                          
                          
                          
                          269,241Total
      Liabilities
                          
                          
                          280,599
                          
                          
                          
                          269,241STOCKHOLDERS’
      DEFICITPreferred
      stock, par value $0.0001 per share, authorized 5,000,000 shares, none
      issued and outstanding
                          
                          
                          -
                          
                          
                          
                          -Common
      stock par value $0.0001 per share, authorized 100,000,000
      shares,  22,279,098, and 21,428,298 issued and outstanding at
      December 31 and March 31, 2010, respectively
                          
                          
                          2,225
                          
                          
                          
                          2,142Additional
      paid-in capital
                          
                          
                          2,466,264
                          
                          
                          
                          2,345,535Accumulated
      deficit
                          
                          
                          (2,707,026
                          )
                          
                          
                          (2,616,817
                          )Total
      Stockholders’ Deficit
                          
                          
                          (238,537
                          )
                          
                          
                          (269,140
                          )Total
      Liabilities and Stockholders’ Deficit
                          
                          $
                          42,062
                          
                          
                          $
                          101
 
 See
accompanying notes to financial statements.
  F-1
  ZIPGLOBAL
HOLDINGS, INC.
 
 STATEMENTS
OF OPERATIONS
 (Unaudited)
 
 For the Three Months Ended
                    
                    
                    For the Nine Months EndedDecember 31,
                    
                    
                    December 31,2010
                    
                    
                    2009
                    
                    
                    2010
                    
                    
                    2009NET
      SALES
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -COSTS
      AND EXPENSESCost
      of goods sold
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -General
      and administrative
                    
                    
                    45,825
                    
                    
                    
                    22,523
                    
                    
                    
                    78,047
                    
                    
                    
                    517,315Total
      Costs and Expenses
                    
                    
                    45,825
                    
                    
                    
                    22,523
                    
                    
                    
                    78,047
                    
                    
                    
                    517,315NET
      OPERATING LOSS
                    
                    
                    (45,825
                    )
                    
                    
                    (22,523
                    )
                    
                    
                    (78,047
                    )
                    
                    
                    (517,315
                    )OTHER
      INCOME (EXPENSE)Other
      income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,014Interest
      expense
                    
                    
                    (7,874
                    )
                    
                    
                    (9,492
                    )
                    
                    
                    (12,162
                    )
                    
                    
                    (40,737
                    )Total
      Other Expense
                    
                    
                    (7,874
                    )
                    
                    
                    (9,492
                    )
                    
                    
                    (12,162
                    )
                    
                    
                    (26,723
                    )LOSS
      BEFORE TAXES
                    
                    
                    (53,699
                    )
                    
                    
                    (32,015
                    )
                    
                    
                    (90,209
                    )
                    
                    
                    (544,038
                    )PROVISION
      FOR INCOME TAXES
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -NET
      LOSS
                    
                    $
                    (53,699
                    )
                    
                    $
                    (32,015
                    )
                    
                    
                    (90,209
                    )
                    
                    $
                    (544,038
                    )PER
      COMMON SHARE AMOUNTS(Basic
      and diluted)
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.03
                    )WEIGHTED
      AVERAGE SHARES OUTSTANDING
                    
                    
                    22,172,545
                    
                    
                    
                    21,375,908
                    
                    
                    
                    21,831,232
                    
                    
                    
                    20,495,422
 
 See
accompanying notes to financial statements.
  F-2
  ZIPGLOBAL
HOLDINGS, INC.
 
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
  For the Nine Months Ended
                    December 31,2010
                  
                  
                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (90,209
                  )
                  
                  $
                  (544,038
                  )Adjustments
      to reconcile net loss to net cash flows from operating
      activities:Stock
      based compensation
                  
                  
                  3,375
                  
                  
                  
                  466,824Shares
      issued as interest on bridge loans
                  
                  
                  12,162
                  
                  
                  
                  40,737Changes
      in operating assets and liabilities:Accrued
      expenses
                  
                  
                  11,958
                  
                  
                  
                  25,208Net
      cash provided by (used in) operating activities
                  
                  
                  (62,714
                  )
                  
                  
                  (11,269
                  )CASH
      FLOWS FROM INVESTING ACTIVITIES
                  
                  
                  -
                  
                  
                  
                  -Net
      cash provided by  (used in) investing activities
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from officer loan
                  
                  
                  1,300
                  
                  
                  
                  -Repayment
      of officer loan
                  
                  
                  (1,900
                  )
                  
                  
                  -Proceeds
      from issuance of common stock
                  
                  
                  105,275
                  
                  
                  
                  11,500Net
      cash provided by financing activities
                  
                  
                  104,675
                  
                  
                  
                  11,500NET
      INCREASE IN CASH
                  
                  
                  41,961
                  
                  
                  
                  231CASH,
      BEGINNING OF PERIOD
                  
                  
                  101
                  
                  
                  
                  1,346CASH,
      END OF PERIOD
                  
                  $
                  42,062
                  
                  
                  $
                  1,577
 
 See
accompanying notes to financial statements.
  F-3
  ZIPGLOBAL
HOLDINGS, INC.
 
 STATEMENTS
OF CASH FLOWS (CONTINUED)
 
 (Unaudited)
 
 For the Nine Months Ended
                        December 31,2010
                      
                      
                      2009SUPPLEMENTAL
      CASH FLOW DISCLOSURES:Cash
      paid for taxes
                      
                      
                      -
                      
                      
                      
                      -Cash
      paid for interest
                      
                      
                      -
                      
                      
                      
                      -Issuance
      of stock for interest on bridge loans
                      
                      $
                      12,162
                      
                      
                      $
                      51,750Conversion
      of option for and issuance of stock
                      
                      
                      1,500
                      
                      
                      
                      -
 
 See
accompanying notes to financial statements.
  F-4
  ZIPGLOBAL
HOLDINGS, INC.
  NOTES
TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
  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
and nine months ended December 31, 2010 are not necessarily indicative of the
results that may be expected for the year ending March 31, 2011. For
further information, refer to the financial statements and footnotes thereto
included in the ZipGlobal Holdings Inc. annual report on Form 10K for the year
ended March 31, 2010.
  NOTE B -
GOING CONCERN
  As
indicated in the accompanying financial statements, the Company has incurred net
operating losses of $2,707,026 since inception.  Management’s plans
include merging with or acquiring the assets of private operating
companies.  Failure to merge with or acquire the assets of private
operating companies could result in the Company having to cease
operations.  Additionally, even if the Company does merge with or
acquire the assets of private operating companies, there can be no assurances
that it will be sufficient to enable it to develop business to a level where it
will generate profits and positive 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-
BRIDGE LOANS
 
 In
December 2007 and February 2008, the Company received six-month bridge loans
totaling $130,000. In April 2008, the Company received an additional bridge loan
totaling $25,000.  The Company has the option to extend the loans for
one additional six-month period. Interest on the loans consists of one
restricted shares of the Company’s stock for each $2 borrowed. If the loans are
extended, the interest will be an additional share of the Company’s stock for
each $2 borrowed. Appropriate amount of interest shares are to be issued to the
individual lenders within thirty days after receiving the principal amounts and,
if applicable, thirty days after the additional six-month periods
begin.
 
 Beginning
immediately after the one year anniversary of each individual bridge loan, the
Company has been extending each bridge loan for additional six month periods.
Interest on each bridge loan for all extended six month periods has remained the
same and has consisted of one restricted share of the Company’s stock for each
$2 borrowed. As of the date of this filing, all individual bridge loans remain
in effect. The Company has been issuing interest shares accordingly. The Company
issued these shares under the exemption from registration afforded the Company
under Section 4(2) of the Securities Act of 1933, as amended, due to the fact
that the issuance did not involve a public offering of
securities.   The Company has issued a cumulative total of
507,500 shares of restricted common stock as interest on these
loans.
  F-5
  ZIPGLOBAL
HOLDINGS, INC.
 
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)
 
 NOTE C-
BRIDGE LOANS (CONTINUED)
 
 The
weighted averaged borrowing and interest rates of these bridge loans were
$155,000 and 29%, respectively, for the nine months ended December 31,
2010.
 
 Of the
bridge loans, $45,000 is with the spouse of the President and CEO of the
Company.
 
 NOTE D-
OFFICER LOAN
 
 During
the year ended March 31, 2010, the Company borrowed $600 from the President and
Chief Executive Officer.  The borrowing is non-interest bearing and
has no repayment terms.
 
 During
the nine months ended December 31, 2010, the Company borrowed an additional
$1,300 from the President and Chief Executive Officer.  The borrowing
is non-interest bearing and has no repayment terms.
 
 During
the nine months ended December 31, 2010, the Company repaid the $1,900 due the
President and Chief Executive Officer.
 
 NOTE E –
STOCKHOLDERS’ DEFICIT
 
 During
the nine months ended December 31, 2010, the Company renewed $265,000 in bridge
loans and issued 132,500 shares of common stock as interest.
 
 On June
9, 2010, the Company issued 300,000 shares at $0.10 in a private placement with
an accredited investor and received proceeds of $30,000.
 
 On
September 30, 2010, the Company issued 300,000 shares of common stock upon the
exercise of a stock option.
 
 On
November 15, 2010, the Company issued 65,000 shares at $.52 in a private
placement with an accredited investor and   received proceeds of
$33,800.
 
 On
December 1, 2010, the Company issued 53,300 shares at $.75 in a private
placement with an accredited investor and   received proceeds of
$39,975.
 
 NOTE F –
STOCK OPTION
 
 On
September 29, 2010, the Company entered into a one year consulting agreement
with an individual to provide business development and other advisory
services.  As compensation, the Company issued an option to purchase
300,000 shares of common stock at $0.005.  On September 30, 2010, the
consultant exercised the option and the Company issued 300,000 shares of common
stock.  The exercise proceeds of $1,500 were received by the Company
in October 2010.
 
 Due to
the immediate exercise of the option, the Company valued the option at the
intrinsic value of $0.045 per share, or $13,500, which approximates the value
computed under the Black-Scholes option pricing model.
  F-6
  ZIPGLOBAL
HOLDINGS, INC.
 
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)
 
 NOTE F –
STOCK OPTION (Continued)
 
 The
following summarizes the stock option activity for the nine months ended
December 31, 2010:
 
 Shares
                        
                        
                        Weighted
                          Average
                          Exercise PriceBalance,
      April 1, 2010
                        
                        
                        -Granted
                        
                        
                        300,000
                        
                        
                        $
                        0.005Exercised
                        
                        
                        (300,000
                        )
                        
                        $
                        0.005Cancelled/
      forfeitedBalance,
      December 31, 2010
                        
                        
                        -Exercisable,
      December 31, 2010
                        
                        
                        -
 
 NOTE G –
AGREEMENT WITH BUSINESS GROWTH, LLC
 
 On May
31, 2010, the Company signed a Letter of Authorization agreement with
Business Growth, LLC, where the Company was authorized the right
to market and sell ICLED lighting products under the ZipGlobal Green
Lighting Company private label, both individually and with their business
associates, on a worldwide basis.  ZipGlobal Green Lighting Company
is a 100% wholly owned subsidiary of ZipGlobal Holdings, Inc.
  There was
no cost to acquire this Letter of Authorization agreement. There is an 8%
gross sales royalty for all ZipGlobal Green Lighting company sales, that is
payable to Business Growth, LLC. The initial term of this Letter of
Authorization is for 5 years
 
 NOTE H –
SUBSEQUENT EVENT
 
 In
January of 2011, the Company issued 40,000 shares and received $40,000 in a
private placement with an accredited investor.
  F-7
  Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 
 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; Discontinued Operations
 
 We were
incorporated in the state of Delaware on November 17, 2005. On November 30,
2005, we acquired Beasley Holdings Limited, a British Virgin Island company,
through an arms-length transaction pursuant to which we issued an aggregate of
16,000,000 shares of our common stock in a share exchange to the stockholders of
Beasley. We have been operating 100% of our business operations through Beasley
since our acquisition of Beasley in November 2005.
  Up until
June 15, 2008, we were a retail provider of Internet telephony services. Our
VoIP business was formally ceased and discontinued on June 15, 2008 due to its
declining profitability.
 
 Beasley
Holdings Limited Sale
  On March
31, 2009, ZipGlobal Holdings, Inc. and Beasley Holdings Limited, a then
wholly-owned subsidiary of the Company, entered into an Agreement by which the
Company sold 100% the shares of the issued and outstanding shares of Beasley to
Beasley in consideration for Beasley forgiving an aggregate sum of $329,768 owed
by the Company to Beasley.
 
 ZipGlobal
Green Lighting Company
 
 On May
31, 2010, the Company signed a Letter of Authorization agreement with Business
Growth, LLC, where the Company was authorized the right to market and sell ICLED
lighting products under the ZipGlobal Green Lighting Company private label, both
individually and with their business associates, on a worldwide
basis.  ZipGlobal Green Lighting Company is a 100% wholly owned
subsidiary of ZipGlobal Holdings, Inc.
 
 There was
no cost to acquire this Letter of Authorization agreement. There is an 8% gross
sales royalty for all ZipGlobal Green Lighting company sales, that is payable to
Business Growth, LLC. The initial term of this Letter of Authorization is for 5
years.
 
 Plan
of Operation
 
 As
indicated in the accompanying financial statements, the Company has incurred
cumulative net operating losses of $2,707,026 since inception. Management’s
plans include generating revenue through its business and developing new markets
for its product. Failure to generate adequate sales revenues with adequate
margins could result in the Company having to curtail or cease operations.
Additionally, even if the Company does generate adequate revenues, there can be
no assurances that such revenues will be sufficient to enable it to develop
business to a level where it will generate profits and positive 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.
  3
  The
Company has realized limited revenues after deciding to end its VoIP business,
and its plan of operation for the next twelve months is to grow its business
through marketing and selling ILCED lighting products through the Company’s
subsidiary, ZipGlobal Green Lighting Company.  The Company may need
additional cash advances from its stockholder or loans from other parties to pay
for operating expenses until the Company grows its business or consummates a
merger or business combination with a privately-held operating company. Although
it is currently anticipated that the Company can satisfy its cash requirements
with additional cash advances or loans from other parties, if needed, for at
least the next twelve months, the Company can provide no assurance that it can
continue to satisfy its cash requirements for such period.
 
 Consulting
Agreement
 
 On
September 29, 2010, the Company entered into a one year consulting agreement
with an individual to provide business development and other advisory
services.  As compensation, the Company issued an option to purchase
300,000 shares of common stock at $0.005.  On September 30, 2010, the
consultant exercised the option and the Company issued 300,000 shares of common
stock.  The exercise proceeds of $1,500 were received by the Company
in October 2010.
 
 Results
of Operations
 
 Cash. At December 31, 2010
and March 31, 2010, we had cash of $42,062 and $101, respectively, on
hand.
 
 Total Assets. At December 31,
2010 and March 31, 2010, we had $42,062 and $101, respectively, in Total
Assets.
 
 Total Liabilities. At
December 31, 2010, we had $280,599 in Total Liabilities, as compared to $269,241
at March 31, 2010.  Total Liabilities consist of Accrued Expenses,
Bridge Loans and Amounts due to our President and Chief Executive Officer. At
December 31, 2010, we had Accrued Expenses of $125,599 as compared to $113,641
at March 31, 2010. At December 31, 2010 and March 31, 2010, we had $155,000 in
bridge loans.  At December 31, 2010, we had $0 due to our President
and Chief Executive Officer, as compared to $600 at March 31, 2010
 
 Three
Months Ended December 31, 2010 compared to Three Months Ended December 31,
2009
 
 Revenues.  For the
three months ended December 31, 2010 and 2009, our revenues were
$0.
 
 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 $45,825 for
three months ended December 31, 2010 from $22,523 for the three months ended
December 31, 2009.  The increase was primarily due to payments
pursuant to a consulting agreement with a non-affiliated third
party.
 
 Other Income.Other income
was $0 for the three months ended December 31, 2010 and December 31,
2009.
 
 Interest Expense. Interest
expense for the three months ended December 31, 2010 was $(7,874), as compared
to $(9,492) for the three months ended December 31, 2009. This decrease was due
to different stock prices at the time when the interest was paid.
 
 Net Loss. Net Loss for the
three months December 31, 2010 was $(53,699) as compared to $(32,015) for the
three months ended December 31, 2009.  This increase was due to an
increase in General and Administrative costs and expenses.
 
 Nine
Months Ended December 31, 2010 compared to Nine Months Ended December 31,
2009
 
 Revenues.  For the
nine months ended December 31, 2010 and 2009, our revenues were $0.
 
 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 decreased to $78,047 for
the nine months ended December 31, 2010 from $517,315 for the nine months ended
December 31, 2009.  This decrease was due to a decrease in stock based
compensation for the nine months ending December 31, 2010 versus the nine months
ending December 31, 2009.   Stock based compensation decreased
from $466,824 for the nine months ended December 31, 2009 to $3,375 for the nine
months ended December 31, 2010.
 
 Other Income.Other income
was $0 or the nine months ended December 31, 2010 as compared to $14,014 for the
nine months ended December 31, 2009. This decrease was due to no revenue in 2010
versus collection of aged receivables that were previously written off in
2009.
 
 Interest Expense. Interest
expense for the nine months ended December 31, 2010 was $(12,162) as compared to
$(40,737) for the nine months ended December 31, 2009.  The decrease
was due to different stock prices at the time when the interest was
paid.
 
 Net Loss. Net Loss for the
nine months ended December 31, 2010 was $(90,209) compared to $(544,038) for the
nine months ended December 31, 2009 .  This decrease was due to a
decrease in stock based compensation for the nine months ending December 31,
2010 versus the nine months ending December 31, 2009.
  4
  Liquidity
and Capital Resources
 
 As
indicated in the accompanying financial statements, the Company has incurred
cumulative net operating losses of $2,707,026 since inception. 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 $2,707,026
causing our independent auditors to issue a “going concern” opinion. Our primary
sources of funds have been loans from officers and from the sale of common stock
in a series of private placement offerings.
 
 We
borrowed an aggregate of $337,020 from two of our executive officers, $235,246
of which was converted into shares of common stock on March 28, 2006. The
remaining $101,774 was sold as part of the sale of Beasley Holdings, Inc. and is
non-interest bearing and has not specific repayment date. We also sold an
aggregate of 2,185,300 shares of our common stock in private placement
transactions consummated in November 2005 and February, May and June 2006 for
$0.50 per share, resulting in net proceeds of approximately $1,034,476. We are
using the proceeds from the loans and offerings for working capital and other
general corporate expenses, including funding operating losses.
 
 In
December 2007 and February 2008, the Company received six-month bridge loans
totaling $130,000, including a $20,000 bridge loan with Jane Lee, the wife
of Michael C. Lee, our President and CEO. The Company has the option to extend
the loans for one additional six-month period. Interest on the loans consists of
one restricted shares of the Company’s stock for each $2 borrowed. If the loans
are extended, the interest will be an additional share of the Company’s stock
for each $2 borrowed. Appropriate amount of interest shares are to be issued to
the individual lenders within thirty (30) days after receiving the principal
amounts and, if applicable, thirty (30) days after the additional six-month
periods begin.   On April 1, 2008, the Company received a $25,000
bridge loan from Jane Lee, the wife of Michael C. Lee, our President, CEO and a
Director, and issued to Mrs. Lee 12,500 shares of common stock. The maturity
date was one year.  The Company issued these shares under the
exemption from registration afforded the Company under Section 4(2) of the
Securities Act of 1933, as amended, due to the fact that the issuance did not
involve a public offering of securities.
 
 Beginning
immediately after the one year anniversary of each individual bridge loan, the
Company has been extending each bridge loan for additional nine month periods.
Interest on each bridge loan for all extended nine month periods has remained
the same and has consisted of one restricted share of the Company’s stock for
each $2 borrowed. As of the date of this filing, all individual bridge loans
remain in effect. The Company has been issuing interest shares accordingly. The
Company issued these shares under the exemption from registration afforded the
Company under Section 4(2) of the Securities Act of 1933, as amended, due to the
fact that the issuance did not involve a public offering of
securities.  The Company has issued a cumulative total of 375,000
shares of restricted common stock as interest on these loans.
 
 During
July 2008, the Company issued 270,000 shares of common stock at 16 2/3 cents per
share, or 6 shares of restricted stock for each dollar invested, in a private
placement for $45,000.
 
 On July
17, 2009, the Company issued 1,697,506 shares of common stock to Michael Lee for
services rendered.  The shares were valued at their last trading price
of $0.25 per share.  Accordingly, the Company recognized stock based
compensation of $424,377.
 
 On July
17, 2009, the Company issued 140,000 shares of common stock to Getting You
There, LLC. Virginia K. Sourlis is the sole member of Getting You There, LLC and
is the managing partner of The Sourlis Law Firm.  The shares issued to
Getting You There, LLC were in consideration of legal services rendered by The
Sourlis Law Firm to the Company.  The shares were valued at their last
trading price of $0.25 per share.  Accordingly, the Company recognized
professional fees of $35,000.
 
 On August
27, 2009, the Company issued 230,000 shares at $0.05 in a private placement and
received proceeds of $11,500.
 In April
of 2010, the Company borrowed $600 from the President and Chief Executive
Officer.  The borrowing is non-interest bearing and has no repayment
terms.
 
 On May
31, 2010, the Company signed a Letter of Authorization agreement with Business
Growth, LLC, where the Company was authorized the right to market and sell ICLED
lighting products under the ZipGlobal Green Lighting Company private label, both
individually and with their business associates, on a worldwide
basis.  ZipGlobal Green Lighting Company is a 100% wholly owned
subsidiary of ZipGlobal Holdings, Inc.
 
 There was
no cost to acquire this Letter of Authorization agreement. There is an 8% gross
sales royalty for all ZipGlobal Green Lighting company sales, that is payable to
Business Growth, LLC. The initial term of this Letter of Authorization is for 5
years.
 
 On June
9, 2010, the Company issued 300,000 shares at $0.10 in a private placement with
an accredited investor and received proceeds of $30,000. The Company issued
these shares under the exemption from registration afforded the Company under
Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the
issuance did not involve a public offering of securities.
 
 In June
2010, the Company renewed $110,000 in bridge loans and issued 55,000 shares of
common stock as interest.
  5
  In August
2010, the Company renewed $45,000 in bridge loans and issued 22,500 shares of
common stock as interest.
 
 On
September 29, 2010, the Company entered into a one year consulting agreement
with an individual to provide business development and other advisory
services.  As compensation, the Company issued an option to purchase
300,000 shares of common stock at $0.005.  On September 30, 2010, the
consultant exercised the option and the Company issued 300,000 shares of common
stock.  The exercise proceeds of $1,500 were received by the Company
in October 2010.
 
 On
September 30, 2010, the Company issued 300,000 shares of common stock upon the
exercise of a stock option.
 
 On
November 15, 2010, the Company issued 65,000 shares at $.52 in a private
placement with an accredited investor and   received proceeds of
$33,800.
 
 On
December 1, 2010, the Company issued 53,300 shares at $.75 in a private
placement with an accredited investor and   received proceeds of
$39,975. The shares were issued to an exemption from the registration
requirements of the Securities Act afforded the Company under Section 4(2) of
the Securities Act due to the fact the issuance was to one accredited investor
and therefore, the issuance did not involve a public offering of
securities.
 
 The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:
 
 For the Nine
                          Months Ended
                          December31,2010
                        
                        
                        2009Net
      Cash Provided by (Used in) Operating Activities
                        
                        $
                        (62,714
                        )
                        
                        $
                        (11,269
                        )Net
      Cash Provided by (Used in) Investing Activities
                        
                        $
                        0
                        
                        
                        $
                        0Net
      Cash Provided by Financing Activities
                        
                        $
                        104,,675
                        
                        
                        $
                        11,500Net
      Increase (Decrease) in Cash
                        
                        $
                        41,961
                        
                        
                        $
                        231Cash,
      Beginning of Period
                        
                        $
                        101
                        
                        
                        $
                        1,346Cash,
      End of Period
                        
                        $
                        42,062
                        
                        
                        $
                        1,577
 
 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 prove to be incorrect.
  Cash and
Cash Equivalents
 
 The
Company considers all highly-liquid investments with an original maturity of
three months or less to be cash equivalents.
 
 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.
  6
  Stock-Based
Compensation
 
 We
account for stock based compensation using the fair value method.
 
 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.
  Foreign
Currency Translation
 
 The
Company and its former subsidiary, Beasley have considered 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.
 
 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. Quantitative and Qualitative
Disclosures about Market Risk
 
 N/A.
 
 Item
4T. Controls and Procedures.
 
 Evaluation
of Controls and Procedures.
 
 In
accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required
to perform an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures as of the end of the
period.
  Evaluation
of Disclosure Controls and Procedures
  Based on
their evaluation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2010, our
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures were not effective to ensure that the
information required to be disclosed by us in this Report was (i) recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and instructions for Form 10-Q.
 
 Our
Principal Executive Officer and Principal Financial Officer have concluded that
our disclosure controls and procedures had the following
deficiency:
  ●
              We
      were unable to maintain any segregation of duties within our business
      operations due to our reliance on a single individual fulfilling the role
      of sole officer and director. While this control deficiency did not result
      in any material misstatements to our 2007 through 2010 interim or annual
      financial statements, it could have resulted in a material misstatement
      that might have been prevented or detected by a segregation of duties.
      Accordingly we have determined that this control deficiency constitutes a
      material weakness.
  To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.
 
 Changes
in Internal Controls.
 
 No change
in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended
December 31, 2010 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
  7
  PART
II
 OTHER
INFORMATION
 
 Item
1. Legal Proceedings.
 
 The
Company is currently not a party to any pending legal proceedings and no such
action by or to the best of its knowledge, against the Company has been
threatened.
 
 Item
1A. Risk Factors.
 
 The
disclosure required under this item is not required to be reported by small
reporting companies; as such term is defined by Item 503(e) of Regulation
S-K.
 
 Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
 
 On
November 15, 2010, the Company sold 65,000 shares of Common Stock at $0.52 in a
private placement with an accredited investor and received proceeds of $33,800.
The shares were issued pursuant to an exemption from registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), afforded the
Company under Section 4(2) of the Securities Act due to the fact the issuance
was to one accredited investor and therefore, the issuance did not involve a
public offering of securities.
  On
December 1, 2010, the Company sold 53,300 shares of Common Stock at $0.75 in a
private placement with an accredited investor and   received
proceeds of $39,975. The shares were issued to an exemption from the
registration requirements of the Securities Act afforded the Company under
Section 4(2) of the Securities Act due to the fact the issuance was to one
accredited investor and therefore, the issuance did not involve a public
offering of securities.
  Item
3. Defaults Upon Senior Securities.
 
 The
disclosure required under this item is not required to be reported by small
reporting companies; as such term is defined by Item 503(e) of Regulation
S-K.
 
 Item
4. [Removed and Reserved by the Securities and Exchange Commission]
 
 Item
5. Other Information.
  Subsequent
Event
 
 In
January 2011, the Company issued 400,000 shares of common stock a private
placement with an accredited investor and   received proceeds of
$40,000. The shares were issued to an exemption from the registration
requirements of the Securities Act afforded the Company under Section 4(2) of
the Securities Act due to the fact the issuance was to one accredited investor
and therefore, the issuance did not involve a public offering of
securities.
 
 Item
6. Exhibits.
 
 Exhibit No.
                
                Description31.1
                
                Certification
      by Michael C. Lee, the Principal Executive Officer and Principal Financial
      Officer of ZipGlobal Holdings, Inc., pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
                
                Certification
      by Michael C. Lee, the Principal Executive Officer and Principal Financial
      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
  8
  SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, there unto duly
authorized.
  ZIPGLOBAL
      HOLDINGS, INC.Dated:
      February 2, 2011
                  By:
                  /s/ MICHAEL C. LEEMichael
      C. LeePresident, Chief
      Executive Officer and Chairman(Principal
      Executive Officer)(Principal
      Financial/Accounting
Officer)
  9