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, 2009


OR


o
              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  o





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 o   Noo




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). Yesx No
o





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 10, 2010, there were
21,405,798 shares of common stock outstanding and no shares of preferred stock
outstanding.









TABLE
OF CONTENTS





PagePART
      I – FINANCIAL INFORMATION
                3Item
      1.
                Financial
      Statements
                3Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Plan
      of Operations
                10Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                15Item
      4T.
                Controls
      and Procedures
                15PART
      II – OTHER INFORMATION
                16Item
      1.
                Legal
      Proceedings
                16Item
      1A.
                Risk
      Factors
                16Item
      2.
                Unregistered
      Sale of Equity Securities and Use of Proceeds
                16Item
      3.
                Defaults
      Upon Senior Securities
                16Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                17Item
      5.
                Other
      Information
                17Item
      6.
                Exhibits
                17SIGNATURES
                
                18




2




PART
I




Item
1.  Financial Statements.





ZIPGLOBAL
HOLDINGS, INC.





BALANCE
SHEETS





December
      31,
                          2009
                        
                        
                        March
      31,
                          2009(Unaudited)ASSETSCURRENT
      ASSETSCash
                        
                        $
                        1,577
                        
                        
                        $
                        1,346Total
      Current Assets
                        
                        
                        1,577
                        
                        
                        
                        1,346Total
      Assets
                        
                        $
                        1,577
                        
                        
                        $
                        1,346LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                        
                        $
                        91,989
                        
                        
                        $
                        66,781Bridge
      loans
                        
                        
                        155,000
                        
                        
                        
                        155,000Total
      Current Liabilities
                        
                        
                        246,989
                        
                        
                        
                        221,781Total
      Liabilities
                        
                        
                        246,989
                        
                        
                        
                        221,781STOCKHOLDERS’
      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,
      21,405,798 and 19,205,792 issued and outstanding at December 31, 2009 and
      March 31, 2009, respectively
                        
                        
                        2,138
                        
                        
                        
                        1,920Additional
      paid-in capital
                        
                        
                        2,342,052
                        
                        
                        
                        1,823,209Accumulated
      deficit
                        
                        
                        (2,589,602
                        )
                        
                        
                        (2,045,564
                        )Total
      Stockholders’ Deficit
                        
                        
                        (245,412
                        )
                        
                        
                        (220,435
                        )Total
      Liabilities and Stockholders’ Deficit
                        
                        $
                        1,577
                        
                        
                        $
                        1,346





See
accompanying notes to consolidated financial statements.


3


ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)





Three
      Months Ended
                        
                        
                        Nine
      Months EndedDecember
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008NET
      SALES
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -COSTS
      AND EXPENSESCost
      of goods sold
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -General
      and administrative
                        
                        
                        22,523
                        
                        
                        
                        20,490
                        
                        
                        
                        517,315
                        
                        
                        
                        74,233Total
      Costs and Expenses
                        
                        
                        22,523
                        
                        
                        
                        20,490
                        
                        
                        
                        517,315
                        
                        
                        
                        74,233NET
      OPERATING LOSS
                        
                        
                        (22,523
                        )
                        
                        
                        (20,490
                        )
                        
                        
                        (517,315
                        )
                        
                        
                        (74,233
                        )OTHER
      INCOME (EXPENSE)Other
      income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        14,014
                        
                        
                        
                        -Interest
      Expense
                        
                        
                        (9,492
                        )
                        
                        
                        (17,797
                        )
                        
                        
                        (40,737
                        )
                        
                        
                        (75,884
                        )Total
      Other Income (Expense)
                        
                        
                        (9,492
                        )
                        
                        
                        (17,797
                        )
                        
                        
                        (26,723
                        )
                        
                        
                        (75,884
                        )NET
      LOSS BEFORE TAXES
                        
                        
                        (32,015
                        )
                        
                        
                        (38,287
                        )
                        
                        
                        (544,038
                        )
                        
                        
                        (150,117
                        )PROVISION
      FOR INCOME TAXES
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -LOSS
      FROM CONTINUING OPERATIONS
                        
                        
                        (32,015
                        )
                        
                        
                        (38,287
                        )
                        
                        
                        (544,038
                        )
                        
                        
                        (150,117
                        )LOSS
      FROM DISCONTINUED OPERATIONS
                        
                        
                        -
                        
                        
                        
                        (13,525
                        )
                        
                        
                        -
                        
                        
                        
                        (108,150
                        )NET
      LOSS
                        
                        $
                        (32,015
                        )
                        
                        $
                        (51,812
                        )
                        
                        $
                        (544,038
                        )
                        
                        $
                        (258,267
                        )PER
      COMMON SHARE (Basic and diluted)Loss
      from continuing operations per share
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.03
                        )
                        
                        $
                        (0.01
                        )Loss
      from discontinued operations per share
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )Net
      loss per share
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.03
                        )
                        
                        $
                        (0.01
                        )WEIGHTED
      AVERAGE SHARES OUTSTANDING
                        
                        
                        21,375,908
                        
                        
                        
                        19,153,402
                        
                        
                        
                        20,495,422
                        
                        
                        
                        19,021,492





See
accompanying notes to consolidated financial statements.


4


ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited)





For
      the Nine Months Ended
                            December
      31,2009
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                          
                          $
                          (544,038
                          )
                          
                          $
                          (258,267
                          )Loss
      from discontinued operations
                          
                          
                          -
                          
                          
                          
                          108,150Adjustments
      to reconcile net loss to net cash flows from operating
      activities:Stock
      based compensation
                          
                          
                          466,824
                          
                          
                          
                          2,862Shares
      issued as interest on bridge loans
                          
                          
                          40,737
                          
                          
                          
                          -Changes
      in operating assets and liabilities:Prepaid
      expenses
                          
                          
                          -
                          
                          
                          
                          87,134Accounts
      payable and accrued expenses
                          
                          
                          25,208
                          
                          
                          
                          25,208Net
      cash used in operating activities- continuing operations
                          
                          
                          (11,269
                          )
                          
                          
                          (34,913
                          )Net
      cash used in operating activities- discontinued operations
                          
                          
                          -
                          
                          
                          
                          (50,201
                          )Net
      cash used in operating activities
                          
                          
                          (11,269
                          )
                          
                          
                          (85,114
                          )CASH
      FLOWS FROM INVESTING ACTIVITIES:Net
      cash provided by (used in) investing activities- continuing
      Operations
                          
                          
                          -
                          
                          
                          
                          -Net
      cash provided by (used  in) investing activities- discontinued
      Operations
                          
                          
                          -
                          
                          
                          
                          -Net
      cash provided by  (used in) investing activities
                          
                          
                          -
                          
                          
                          
                          -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from officer loan
                          
                          
                          -
                          
                          
                          
                          7,000Proceeds
      from bridge loans
                          
                          
                          -
                          
                          
                          
                          25,000Proceeds
      from issuance of common stock
                          
                          
                          11,500
                          
                          
                          
                          45,000Net
      cash provided by financing activities- continuing
    operations
                          
                          
                          11,500
                          
                          
                          
                          77,000Net
      cash provided by financing activities- discontinued
    operations
                          
                          
                          -
                          
                          
                          
                          -Net
      cash provided by financing activities
                          
                          
                          11,500
                          
                          
                          
                          77,000EFFECT
      OF RATE CHANGE ON CASH
                          
                          
                          -
                          
                          
                          
                          788NET
      INCREASE (DECREASE) IN CASH
                          
                          
                          231
                          
                          
                          
                          (7,326
                          )CASH,
      BEGINNING OF PERIOD
                          
                          
                          1,346
                          
                          
                          
                          7,785CASH,
      END OF PERIOD
                          
                          $
                          1,577
                          
                          
                          $
                          459





See
accompanying notes to consolidated financial statements.


5


ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited)





For
      the Nine Months Ended
                  December
      31,2009
                
                
                2008SUPPLEMENTAL
      CASH FLOW DISCLOSURES:Cash
      paid for taxes
                
                
                -
                
                
                
                -Cash
      paid for interest
                
                
                -
                
                
                
                -Issuance
      of stock for interest on bridge loans
                
                
                40,737
                
                
                
                51,750





See
accompanying notes to consolidated financial statements.


6


ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY




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, 2009 are not necessarily indicative of the
results that may be expected for the year ending March 31, 2010. For
further information, refer to the financial statements and footnotes thereto
included in the ZipGlobal Holdings Inc. and Subsidiary annual report on Form 10K
for the year ended March 31, 2009.




NOTE B -
GOING CONCERN




As
indicated in the accompanying financial statements, the Company has incurred net
operating losses of $ 2,589,602 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 curtail or 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-
STOCK OPTIONS




The
following table summarizes stock option activity for the nine months ended
December 31, 2009:


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, 2009
                                          
                                          
                                          120,000
                                          
                                          
                                          
                                          0.50
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          37,500
                                          
                                          
                                          
                                          0.50
                                          
                                          
                                          
                                          0.72Granted
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Exercised
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Forfeited/
      Expired
                                          
                                          
                                          (120,000
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Outstanding,
      December 31, 2009
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          37,500
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          0.47Exercisable
      at December 31, 2009
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -
                                          
                                          -
                                          
                                          
                                          32,510
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          0.47
                                          
                                          -





(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.


7





ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY




NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)




NOTE D –
DISCONTINUED OPERATIONS





In August
2007, the Company halted the operation of its telecommunication minutes resell
business because of small gross profit margins.   Additionally,
during the quarter ending March 31, 2008, the Company made the strategic
decision to discontinue the VoIP aspect of its business due to its declining
profitability.  The VoIP business was formally ceased on June 15,
2008.





The
Company sold 100% of the issued and outstanding shares of Beasley Holdings, Inc.
effective March 31, 2009 to two shareholders of the Company.  In
consideration for the shares of Beasley Holdings, Inc., the two shareholders of
the Company agreed to release the Company from all claims, indebtedness and
liabilities of Beasley Holdings, Inc.   Summarized financial
information for the discontinued operations for the three and six months ended
December 31, 2008 is shown below:





OPERATIONS
                  
                  3
      Months Ended
                    December
      31, 2008
                  
                  
                  9
      Months Ended
                    December
      31, 2008Net
      Sales
                  
                  $
                  -
                  
                  
                  $
                  -Total
      Costs and Expenses
                  
                  
                  13,526
                  
                  
                  
                  108,209Operating
      Loss
                  
                  
                  (13,526
                  )
                  
                  
                  (108,209
                  )Other
      Income (Expense)
                  
                  
                  1
                  
                  
                  
                  59Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -Loss
      from discontinued operations before disposal
                  
                  
                  (13,525
                  )
                  
                  
                  (108,150
                  )Loss
      on Disposal
                  
                  
                  -
                  
                  
                  
                  -Loss
      from Discontinued Operations
                  
                  $
                  (13,525
                  )
                  
                  $
                  (108,150
                  )





NOTE E-
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
of $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.  The Company has issued a total of 352,500 shares of restricted
common stock as interest on these loans.  Interest expense totaling
$159,863 has been recognized through December 31, 2009.





The
weighted averaged borrowing and interest rates of these bridge loans were
$155,000 and 105%, for the nine months ended December 31, 2009.





Of the
bridge loans, $45,000 is with the spouse of the President and CEO of the
Company.





NOTE F-
OFFICER LOAN





In June
2008, the President loaned the Company $7,000.  This loan is
non-interest bearing and has no maturity date. This amount had been repaid on
March 4, 2009


8


ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)




NOTE G –
STOCKHOLDERS’ DEFICIT





On July
17, 2009, the Company issued 1,697,506 shares of common stock to Mike 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.





NOTE H –
RECENT ACCOUNTING PRONOUNCEMENTS





In
June 2009, the Financial Accounting Standards Board (“FASB”) approved the
FASB Accounting Standards Codification (“the Codification”) as the single source
of authoritative nongovernmental generally accepted accounting principles
(“GAAP”).  All existing accounting standard documents, such as FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force
and other related literature, excluding guidance from the Securities and
Exchange Commission (“SEC”), have been superseded by the
Codification.  All other non-grandfathered, non-SEC accounting
literature not included in the Codification has become
nonauthoritative.  The Codification did not change GAAP, but instead
introduced a new structure that combines all authoritative standards into a
comprehensive, topically organized online database.  The Codification
is effective for interim or annual periods ending after September 15, 2009,
and impacts the Company’s financial statements as all future references to
authoritative accounting literature will be referenced in accordance with the
Codification.  There have been no changes to the content of the
Company’s financial statements or disclosures as a result of implementing the
Codification.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events,codified
under ASC Topic 855. SFAS No. 165 is intended to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  This guidance requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date.  The disclosure requirements were effective for the Company’s
interim reporting period ended on June 30, 2009.  The adoption of
these provisions did not have an impact on the Company’s results of operations,
cash flows or financial position.





NOTE I -
SUBSEQUENT EVENTS





ASC 855,
“Subsequent Events,” requires disclosure of the date through which subsequent
events have been evaluated, as well as whether the date is the date the
financial statements were issued or the date the financial statements were
available to be issued. The Company has evaluated subsequent events through
February 10, 2010, the date the financial statements were issued. No significant
subsequent events have occurred through this date requiring adjustment to the
financial statements or disclosures.


9




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.




Plan
of Operation; Going Concern




As
indicated in the accompanying financial statements, at the Company has an
accumulated deficit of $2,589,602 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.





In August
2007, we halted the operation of our telecommunication minutes resell business
because of small gross profit margins. Additionally, during the quarter ending
March 31, 2008, we made the strategic decision to discontinue the VoIP aspect of
its business due to its declining profitability. The VoIP business was formally
ceased on June 15, 2008.





Since
ending our VoIP business, our purpose has been to maintain available limited
revenues and to effect a business combination with an operating business which
we believe has significant growth potential. We are currently considered to be a
shell company and a “blank check” company in as much as we have no specific
business plans, no operations, or revenues. We currently have no definitive
agreements or understanding with any prospective business combination candidates
and have not targeted any business for investigation and evaluation nor are
there any assurances that we will find a suitable business with which to
combine. The implementation of our business objectives is wholly contingent upon
a business combination and/or the successful sale of securities in the
company.


10




At
December 31, 2009 the Company had $1,577 of cash on hand and no other assets and
total liabilities of $246,989 consisting of $91,989 in accounts payable and
accrued expenses and bridge loans totaling $155,000. The Company will need
additional cash advances from its stockholders or loans from other parties to
pay for operating expenses until the Company 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.





Our
officers and directors are only required to devote a very limited portion of
their time to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary, none of
which will be hired on a retainer basis. We do not anticipate hiring any
additional full-time employees, over and above the current two full time
employees, so long as we are seeking and evaluating business
opportunities.





Results
of Operations





Total Assets. At December 31,
2009, our total assets consisted of cash on hand of $1,577, compared to $1,346
of cash on hand at March 31, 2009. We had no other assets. The increase was
due to a private sale on August 27, 2009 of 230,000 shares of common stock at
$0.05 per share for gross proceeds of $11,500 pursuant the exemptions from the
registration requirements of the Securities Act of 1933, as amended, afforded
the Company under Section 4(2) promulgated thereunder due to the fact that the
sale did not involve a public offering of securities, offset by the payment of
operating expenses.





Total Liabilities. Our total
liabilities were $246,989 at December 31, 2009, compared to $221,781 at March
31, 2009.  Total liabilities consist of Accounts payable and accrued
expenses and Bridge loans. At December 31, 2009, our Accounts payable and
accrued expenses were $91,989 compared to $66,781 at March 31, 2009. This
increase was primarily due to accrued wages for officers and directors. At
December 31, 2009 and March 31, 2009, we had $155,000 in Bridge Loans
outstanding. 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 of $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 share 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.  The Company has issued a total of 297,500 shares of
restricted common stock as interest on these loans.  Interest expense
totaling $159,863 has been recognized through December 31, 2009. The weighted
averaged borrowing and interest rates of these bridge loans were $155,000 and
105%, for the nine months ended December 31, 2009. Of the bridge loans, $45,000
is with the spouse of the President and CEO of the Company.





Stockholders’ Deficit. At
December 31, 2009, our stockholders deficit was $245,412 compared to $220,435 at
March 31, 2009.





Three
Months Ended December 31, 2009 Compared to the Three Months Ended December 31,
2008





Revenues. We had no revenues
for the three months ended December 31, 2009 and 2008.





Costs of Sales. We had no
costs of sales for the three months ended December 31, 2009 and
2008.





General and Administrative
Expenses. For the three months ended December 31, 2009, our general and
administrative expenses were $22,523 compared to $20,490 for the three months
ended December 31, 2008. This increase was due to an increase in operating
expenses in the three months ended December 31, 2009, primarily related to
accrued wages for officers.





Other Income.Other income
was $0 for the three months ended December 31, 2008 and 2009.





Interest Income. We had no
interest income for the three months ended December 31, 2009 and
2008.





Interest Expense. Interest
expense for the three months ended December 31, 2009 was $9,492 compared to
$17,797 for the three months ended December 31, 2008. This decrease was due to a
decrease in the value of shares issued as interest on the Company’s bridge loans
in 2009.





Net Loss. Net Loss for the
three months ended December 31, 2009 was $32,015 compared to $51,812 for the
three months ended December 31, 2008. The decrease was primarily due to a
decrease Loss from Discontinued Operations.    The decrease
in the Loss from Discontinued Operations is due to the Company finalizing its
disposition of its VoIP business on March 31, 2009 due to its declining
profitability.   The Company had a loss from discontinued
operations of $13,525 for the three months ended December 31,
2008.


11





Nine
Months Ended December 31, 2009 Compared to the Nine Months Ended December 31,
2008





Revenues. We had no revenues
for the nine months ended December 31, 2009 and 2008.





Costs of Sales. We had no
costs of sales for the nine months ended December 31, 2009 and
2008.





General and Administrative
Expenses. For the nine months ended December 31, 2009, our general and
administrative expenses were $517,315 compared to $74,233 for the nine months
ended December 31, 2008. This increase was due to an increase in stock based
compensation in 2009 relating to the issuance of 1,837,506 shares of common
stock valued at $459,377 for services in the nine months ended December 31,
2009.





Other IncomeOther income
increased from $0 for the nine months ended December 31, 2008 to $14,014 for the
nine months ended December 31, 2009.  The increase was due to
collection of aged receivables that were previously written off.





Interest Income. We had no
interest income for the nine months ended December 31, 2009 and
2008.





Interest Expense. Interest
Expense for the nine months ended December 31, 2009 was $40,737 compared to
$75,884 for the nine months ended December 31, 2008. This decrease was due to a
decrease in the value of shares issued as interest on the Company’s bridge loans
in 2009.





Net Loss. Net Loss for the
nine months ended December 31, 2009 was $544,038 compared to $258,267 for the
nine months ended December 31, 2008. The increase was primarily due to an
increase in a Loss from continuing operations from $150,117 for the nine months
ended December 31, 2008 to $544,038 for the nine months ended December 31,
2009. The increase in the loss from continuing operations relates to the
issuance of 1,837,506 shares of common stock valued at $459,377 for services in
the nine months ended December 31, 2009.  This increase in the Loss
from continuing operations was offset by a loss from discontinued operations
of  $108,150 for the nine months ended December 31, 2008.





Liquidity
and Capital Resources




As
indicated in the accompanying financial statements, at December 31, 2009, the
Company had $1,577 cash on hand has incurred net operating losses of $2,589,602
since inception. The Company’s primary sources of funds have been loans from
officers and affiliates.




The
Company is a shell company and 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 curtail or 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.





The
Company does not currently have enough cash on hand to fund its operations for
the next 12 months. The Company needs additional cash advances from its officers
and stockholders or loans from other parties to pay for operating expenses until
the Company consummates a merger or business combination with a privately-held
operating company.




In
December 2007 and February 2008, the Company received six-month bridge loans
totaling $130,000. The Company has the option to extend the loans for one
additional six-month period. Interest on the loans consists of one restricted
share 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. Based upon the aggregate principal amount of the loans of $130,000, the
Company issued 65,000 shares of restricted common stock. The Company is
recognizing interest expense as the fair value of the 65,000 shares issued over
the six-month term. In June 2008, the Company extended $85,000 of the bridge
loans from three investors and issued an aggregate of 42,500 restricted shares
to them. In August of 2008, the Company extended $45,000 of the bridge loans
from two investors and issued 22,500 restricted shares. In December 2008, the
Company extended the December 2007 bridge loans from three investors for another
six months and issued an aggregate of 42,500 restricted shares to
them.




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 Interest on the loan consists of one restricted
share 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. The maturity date was one year.  On April 1, 2009, the
Company extended the loan for an additional six months and issued an additional
12,500 shares to Mrs. Lee. .  On October 1, 2009, the Company extended
the loan for an additional six months and issued an additional 12,500 shares to
Mrs. Lee. 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.


12




During
the quarter ended September 30, 2008, Michael C. Lee, the President and Chief
Executive Officer of the Company, personally loaned the Company $7,000. The loan
did not bear interest nor is there a maturity date. This amount had been repaid
on March 4, 2009. The Company issued the note 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 such issuance did not involve a public
offering. During July 2008, the Company issued an aggregate amount of
270,000 shares of Common Stock to five accredited investors. The purchase price
was $0.016-2/3 per share, for an aggregate amount of $45,000. The proceeds of
the sale were used to pay limited overhead, including the preparation and filing
of the Company’s periodic reports with the Securities and Exchange Commission.
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.





On June
4, 2009, the Company extended the $10,000 bridge loan from Joe C. Chung and
issued to Mr. Chung 5,000 shares of common stock. 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.




On June
4, 2009, the Company extended the $50,000 bridge loan from Angus and Bonnie Mui
and issued to them 25,000 shares of common stock. 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.




On June
4, 2009, the Company extended the $25,000 bridge loan from Nicholas and
Geraldine Romano and issued to then 12,500 shares of common stock. 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.




On July
17, 2009, the Company issued 1,697,506 shares of common stock to Michael C. Lee
for services rendered. 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.




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 Company issued these shares under the
exemption from registration afforded the Company under Section 4(2) of the
Securities Act of 1933, as amended.




On August
27, 2009, the Company sold 230,000 shares of common stock in a private placement
to three (3) accredited investors at $0.05 per share for gross proceeds of
$11,500 pursuant the exemptions from the registration requirements of the
Securities Act of 1933, as amended, afforded the Company under Section 4(2)
promulgated thereunder due to the fact that the sale did not involve a public
offering of securities.





On
December 4, 2009, the Company extended the $10,000 bridge loan from Joe C. Chung
and issued to Mr. Chung 5,000 shares of common stock. 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.




On
December 4, 2009, the Company extended the $50,000 bridge loan from Angus and
Bonnie Mui and issued to them 25,000 shares of common stock. 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.




On
December 4, 2009, the Company extended the $25,000 bridge loan from Nicholas and
Geraldine Romano and issued to then 12,500 shares of common stock. 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.


13





The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:




For the Nine
                              Months Ended
                              December
      31,2009
                            
                            
                            2008Net
      Cash Used in Operating Activities
                            
                            $
                            (11,269
                            )
                            
                            
                            (85,114
                            )Net
      Cash Provided by (Used in) Investing Activities
                            
                            $
                            -
                            
                            
                            
                            -Net
      Cash Provided by Financing Activities
                            
                            $
                            11,500
                            
                            
                            
                            77,000Effect
      of Rate Change on Cash
                            
                            $
                            -
                            
                            
                            
                            788Net
      Increase (Decrease) in Cash
                            
                            $
                            231
                            
                            
                            
                            (7,326
                            )Cash,
      Beginning of Period
                            
                            $
                            1,346
                            
                            
                            
                            7,785Cash,
      End of Period
                            
                            $
                            1,577
                            
                            
                            
                            459




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.




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.


14





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 CompensationRisk-free
      rate
                        
                        100
      basis point increase
                        
                        $
                        (583
                        )100
      basis point decrease
                        
                        $
                        (2,309
                        )Volatility
                        
                        1000
      basis point increase
                        
                        $
                        3,0441000
      basis point decrease
                        
                        $
                        (6,089
                        )Expected
      Life
                        
                        Held
      until expiration
                        
                        $
                        1,4171
      year decrease
                        
                        $
                        (6,875
                        )




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 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.





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, 2009, 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:


15





●
            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 audit adjustments to our 2007 through 2009 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, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.





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.





N/A.





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





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 Interest on the loan consists of one
restricted share 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. The maturity date was one year.  On April 1, 2009,
the Company extended the loan for an additional six months and issued an
additional 12,500 shares to Mrs. Lee. .  On October 1, 2009, the
Company extended the loan for an additional six months and issued an additional
12,500 shares to Mrs. Lee. 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 of such shares did not
involve a public offering of the Company’s securities.





On
December 4, 2009, the Company extended the $10,000 bridge loan from Joe C. Chung
and issued to Mr. Chung 5,000 shares of common stock. 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 of such share did not involve a public offering of the Company’s
securities.





On
December 4, 2009, the Company extended the $50,000 bridge loan from Angus and
Bonnie Mui and issued to them 25,000 shares of common stock. 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 of such shares did not involve a public offering of the Company’s
securities.





On
December 4, 2009, the Company extended the $25,000 bridge loan from Nicholas and
Geraldine Romano and issued to then 12,500 shares of common stock. 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 of such shares did not involve a public offering of the
Company’s securities.





Item
3. Defaults Upon Senior Securities.





N/A.


16





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





N/A.





Item
5. Other Information.





None





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




17




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 10, 2010
                    By:
                    /s/ MICHAEL
      C. LEEMichael
      C. LeePresident, Chief
      Executive Officer and
                      Chairman(Principal
      Executive Officer)(Principal
      Financial/Accounting Officer)




18