**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
                1934For
                the quarterly period ended
            **June
                30, 2008**ORo
            TRANSACTION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the transition period from
            
            toCommission
                file number:
            **000-53059****ZIPGLOBAL
                HOLDINGS, INC.**(Exact
                Name of Registrant as Specified in Its Charter)**Delaware**
            
            **20-3837010**(State
                of Other Jurisdiction of Incorporation or
              Organization)
            
            (I.R.S.
                Employer Identification Number)**420
                Washington Street, Unit LL-6,**
              **Braintree,
                Massachusetts**
            
            **02184**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)**(781)
                848-0021**(Registrant’s
                Telephone Number, Including Area Code)**N/A**(Former
                Name, Former Address and Former Fiscal Year, If Changed Since Last
                Report)





Copies
      to:


The
      Sourlis Law Firm


Virginia
      K. Sourlis, Esq.


The
      Galleria


2
      Bridge
      Avenue


Red
      Bank,
      New Jersey 07701


(732)
      530-9007


**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 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.


x
      Yes o 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).


x
      Yes o No





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. As of August 13, 2008, there were 19,105,792
      shares of the registrant’s Common Stock outstanding.





Transitional
      Small Business Disclosure Format (check one):    o
      Yes x No









ZipGlobal,
      Inc.


Table
      of
      Contents


Form
      10-Q
      for the Fiscal Quarter Ended June 30, 2008








**Page****PART
                I – FINANCIAL INFORMATION**
            
            3Item
                1. Financial Statements
            
            3Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            
            9Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            15Item
                4T. Controls and Procedures
            
            15**PART
                II – OTHER INFORMATION**
            
            16Item
                1. Legal Proceedings
            
            16Item
                1A. Risk Factors
            
            16Item
                2. Unregistered Sales of Equity Securities and Use of Proceeds in
                Securities
            
            16Item
                3. Defaults upon Senior Securities
            
            17Item
                4. Submission of Matters to a Vote of Security Holders
            
            17Item
                5. Other Information
            
            17Item
                6. Exhibits
            
            17**SIGNATURES**
            
            18





2




**PART
      I** **–** **FINANCIAL INFORMATION**


**Item
      1. Financial Statements.**





**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





**CONSOLIDATED
      BALANCE SHEETS**





June 30,
              2008
            
            March 31,2008(Unaudited)**ASSETS**CURRENT
                ASSETSCash
            
            $
            1,660
            
            $
            7,785Prepaid
                expenses
            
            
            36,982
            
            
            43,530Total
                Current Assets
            
            
            38,642
            
            
            51,315ASSETS
                OF DISCONTINUED OPERATIONS
            
            
            105,980
            
            
            186,062Total
                Assets
            
            $
            144,622
            
            $
            237,377**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**CURRENT
                LIABILITIESAccrued
                expenses
            
            
            45,771
            
            
            34,181Bridge
                loans
            
            
            155,000
            
            
            130,000Officer
                loan
            
            
            7,000
            
            
            -Total
                Current Liabilities
            
            
            207,771
            
            
            164,181LIABILITIES
                OF DISCONTINUED OPERATIONS
            
            
            268,598
            
            
            311,956Total
                Liabilities
            
            
            476,369
            
            
            476,137STOCKHOLDERS’
                DEFICITPreferred
                stock, par value $0.0001 per share, authorized 5,000,000 shares,
                none
                issued and outstandingCommon
                stock par value $0.0001 per share, authorized 100,000,000 shares,
                18,835,292 and 18,780,792 issued and outstanding at June 30 and March
                31,
                2008, respectively
            
            
            1,882
            
            
            1,878Additional
                paid-in capital
            
            
            1,742,361
            
            
            1,719,577Accumulated
                deficit
            
            
            (2,034,344
            )
            
            (1,927,586
            )Accumulated
                other comprehensive loss
            
            
            (41,646
            )
            
            (32,629
            )Total
                Stockholders’ Deficit
            
            
            (331,747
            )
            
            (238,760
            )Total
                Liabilities and Stockholders’ Deficit
            
            $
            144,622
            
            $
            237,377





See
      accompanying notes to consolidated financial statements.


3


**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





**CONSOLIDATED
      STATEMENTS OF OPERATIONS (Unaudited)**





**For the Three Months Ended****June 30,****2008**
            
            **2007**NET
                SALES
            
            $
            -
            
            $
            -COSTS
                AND EXPENSESCost
                of goods sold
            
            
            -
            
            
            -General
                and administrative
            
            
            10,927
            
            
            31,185Total
                Costs and Expenses
            
            
            10,927
            
            
            31,185NET
                OPERATING LOSS
            
            
            (10,927
            )
            
            (31,185
            )OTHER
                INCOME (EXPENSE)Interest
                income
            
            
            -
            
            
            1,152Interest
                expense
            
            
            (33,111
            )
            
            -Total
                Other Income (Expense)
            
            
            (33,111
            )
            
            1,152LOSS
                FROM CONTINUING OPERATIONS BEFORE TAXES
            
            
            (44,038
            )
            
            (30,033
            )PROVISION
                FOR INCOME TAXES
            
            
            -
            
            
            -LOSS
                FROM CONTINUING OPERATIONS
            
            
            (44,038
            )
            
            (30,033
            )LOSS
                FROM DISCONTINUED OPERATIONS
            
            
            (62,720
            )
            
            (79,092
            )NET
                LOSS
            
            $
            (106,758
            )
            $
            (109,125
            )PER
                COMMON SHARE AMOUNTS (Basic and diluted)Loss
                from continuing operations per share
            
            $
            (0.00
            )
            $
            (0.00
            )Loss
                from discontinued operations per share
            
            
            (0.01
            )
            
            (0.01
            )Net
                loss per share
            
            $
            (0.01
            )
            $
            (0.01
            )WEIGHTED
                AVERAGE SHARES OUTSTANDING
            
            
            18,794,486
            
            
            18,715,792





See
      accompanying notes to consolidated financial statements.





4


**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (Unaudited)**




**For the Three Months Ended**
              **June 30,****2008**
            
            **2007**CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (106,758
            )
            $
            (109,125
            )Loss
                from discontinued operations
            
            
            62,720
            
            
            79,092Adjustments
                to reconcile net loss to net cash flows from operating
                activities:Stock
                based compensation
            
            
            (587
            )
            
            11,334Contribution
                of services
            
            
            -
            
            
            13,000Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            -
            
            
            216Prepaid
                expenses
            
            
            29,923
            
            
            (26,250
            )Accrued
                expenses
            
            
            11,590
            
            
            -Net
                    cash provided by (used in) operating activities-continuing
                    operations
            
            
            (3,112
            )
            
            (31,733
            )Net
                  cash provided by (used in) operating activities-discontinued
                  operations
            
            
            (25,996
            )
            
            (302,165
            )Net
                cash used in operating activities
            
            
            (29,108
            )
            
            (333,898
            )CASH
                FLOWS FROM INVESTING ACTIVITIESShort-term
                investment
            
            
            -
            
            
            -Net
                    cash provided by (used in) investing activities- continuing
                    operations
            
            
            -
            
            
            -Net
                    cash provided by (used in) investing activities- discontinued
                    operations
            
            
            -
            
            
            202,849Net
                cash provided by (used in) investing activities
            
            
            -
            
            
            202,849CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from officer loan
            
            
            7,000
            
            
            -Proceeds
                from bridge loans
            
            
            25,000
            
            
            -Net
                cash provided by financing activities- continuing
                operations
            
            
            32,000
            
            
            -Net
                cash provided by financing activities- discontinued
                operations
            
            
            -
            
            
            (17,462
            )Net
                cash provided by financing activities
            
            
            32,000
            
            
            (17,462
            )EFFECT
                OF RATE CHANGE ON CASH
            
            
            (9,017
            )
            
            (1,307
            )NET
                INCREASE (DECREASE) IN CASH
            
            
            (6,125
            )
            
            (149,818
            )CASH,
                BEGINNING OF PERIOD
            
            
            7,785
            
            
            449,407CASH,
                END OF PERIOD
            
            $
            1,660
            
            $
            299,589





See
      accompanying notes to consolidated financial statements.


5


**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited)**





**For the Three Months Ended**
              **June 30,****2008**
            
            **2007**SUPPLEMENTAL
                CASH FLOW DISCLOSURES:Cash
                paid for taxes
            
            
            -
            
            
            -Cash
                paid for interest
            
            
            -
            
            
            -Contribution
                of services by officers and directors
            
            
            -
            
            $
            39,000Stock
                based compensation
            
            
            -
            
            
            11,334Issuance
                of stock for interest on bridge loans
            
            $
            23,375





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
      months ended June 30, 2008 are not necessarily indicative of the results that
      may be expected for the year ending March 31, 2009. For further
      information, refer to the financial statements and footnotes thereto included
      in
      the ZipGlobal Holdings Inc. and Subsidiary annual report on Form 10KSB for
      the
      year ended March 31, 2008.




Certain
      reclassifications have been made for comparison purposes.




NOTE
      B -
      GOING CONCERN




As
      indicated in the accompanying financial statements, the Company incurred net
      operating losses of $2,034,344 since inception. Management’s plans include the
      raising of capital through short term financing to fund future operations and
      the generating of revenue through its business. Failure to raise capital and
      generate sales revenues could result in the Company having to curtail or cease
      operations. Additionally, even if the Company does raise sufficient capital
      to
      support its operating expenses and generate revenues, there can be no assurances
      that the revenue will be sufficient to enable it to develop business to a level
      where it will generate profits and cash flows from operations. These matters
      raise substantial doubt about the Company’s ability to continue as a going
      concern. However, the accompanying financial statements have been prepared
      on a
      going concern basis, which contemplates the realization of assets and
      satisfaction of liabilities in the normal course of business. These financial
      statements do not include any adjustments relating to the recovery of the
      recorded assets or the classification of the liabilities that might be necessary
      should the Company be unable to continue as a going concern.




NOTE
      C **–** CONTRIBUTION OF SERVICES




During
      the year ended March 31, 2008, the Company agreed to begin paying salaries
      to
      its officers and directors. Although no formal employment agreements exist,
      the
      Company has agreed to pay its officers and directors a total of approximately
      $6,800 per month to December 31, 2007 and currently $4,400 per month.




Previously,
      the Company did not pay salaries or fees to its directors and officers. As
      such,
      the Company recorded the fair value of services provided by directors and
      officers, as determined by management, as an expense and capital contribution
      when incurred. As the Company agreed to pay its officers and directors salaries,
      the Company no longer accrued contributed services. The Company recognized
      $0
      and $39,000 in contributed services for the three months ended June 30, 2008
      and
      2007, respectively




7




**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**




**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**




NOTE
      D-
      STOCK OPTIONS





The
      following table summarizes stock option activity for the three months ended
      June
      30, 2008:




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, 2008
            
            
            120,000
            
            $
            0.50
            
            
            
            
            
            
            
            
            112,500
            
            $
            0.50Granted
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Exercised
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Cancelled/
                Forfeited
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (75,000
            )Outstanding,
                June 30, 2008
            
            
            120,000
            
            $
            0.50
            
            
            
            
            
            
            
            
            37,500
            
            $
            0.50Exercisable
                at June 30, 2008
            
            
            40,000
            
            $
            0.50
            
            
            
            
            
            
            
            
            12,500
            
            $
            0.50




(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.





NOTE
      E **–** 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. These businesses represent the
      majority of the Company’s operations and have been accounted as a discontinued
      operation. Summarized financial information for the discontinued operations
      is
      shown below:





**OPERATIONS**
            
            **June 30, 2008**
            
            **June 30, 2007**Net
                Sales
            
            $
            16,865
            
            $
            752,027Total
                Costs and Expenses
            
            
            79,643
            
            
            832,426Operating
                Loss
            
            
            (62,778
            )
            
            (80,399
            )Other
                Income (Expense)
            
            
            58
            
            
            1,307Provision
                for Income Taxes
            
            
            -
            
            
            -Loss
                from discontinued operations before disposal
            
            
            (62,720
            )
            
            (79,092
            )Loss
                on Disposal
            
            
            -
            
            
            -Loss
                from Discontinued Operations
            
            $
            (62,720
            )
            $
            (79,092
            )





8




**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**




**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**





NOTE
      E **–** DISCONTINUED OPERATIONS (CONTINUED)





**June 30, 2008**
            
            **March 31, 2008****ASSETS**Cash
            
            $
            22,206
            
            $
            41,463Accounts
                Receivable- net
            
            
            36,103
            
            
            81,638Inventory
            
            
            
            
            
            -Prepaid
                Expenses
            
            
            34,879
            
            
            48,802Property,
                Plant and Equipment- net
            
            
            12,792
            
            
            14,159Assets
                of Discontinued Operations
            
            $
            105,980
            
            $
            186,062**LIABILITIES**Accounts
                Payable
            
            $
            78,139
            
            $
            93,800Accrued
                Expenses
            
            
            78,306
            
            
            51,708Due
                to Stockholders
            
            
            95,012
            
            
            93,301Deferred
                Revenue
            
            
            
            
            
            56,006Customer
                Deposits
            
            $
            17,141
            
            
            17,141Liabilities
                of Discontinued Operations
            
            $
            268,598
            
            $
            311,956





NOTE
      F-
      BRIDGE LOANS





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
      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. 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. Interest expense of approximately $32,000 has been
      recognized for the year ended March 31, 2008.





In
      June
      of 2008, the Company extended $85,000 of the bridge loans and issued 42,500
      restricted shares and obtained an additional bridge loan of
      $25,000.





NOTE
      G-
      OFFICER LOAN





In
      June
      2008, the President loaned the Company $7,000. This loan is non-interest bearing
      and has no maturity date.





NOTE
      H-
      SUBSEQUENT EVENT





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. These shares have not yet been
      issued.





**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**





**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.





9




Up
      until
      June 15, 2008, we were a retail provider of Internet telephony services. As
      stated in our recent Annual Report, during the quarter ending March 31, 2008,
      we
      made the strategic decision to discontinue the VoIP aspect of our business
      due
      to its declining profitability. Our VoIP business was formally ceased on June
      15, 2008.





**Plan
      of Operation; Going Concern**





As
      indicated in the accompanying financial statements, the Company has incurred
      cumulative net operating losses of $2,034,344 since inception and our auditors
      have expressed their doubt that our Company will continue as a going concern
      in
      their fiscal year audit report contained in our Annual Report on Form 10-KSB
      for
      the fiscal year ended March 31, 2008. 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.





The
      Company has realized no revenues after deciding to end its VoIP business,
      and its plan of operation for the next twelve months is to maintain available
      limited revenues and locate a suitable acquisition or merger candidate and
      consummate a business combination. The Company may need additional cash advances
      from its stockholder 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.





Since
      ending our VoIP business on June 15, 2008, 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 “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.





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.





**Liquidity
      and Capital Resources**





The
      Company has incurred cumulative net operating losses of $2,034,344 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 $2,034,344 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 $328,547 from two of our executive
      officers, $235,246 of which was converted into shares of common stock on March
      28, 2006 The remaining $93,301 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.





10




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
      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. 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. Interest expense of approximately $33,111 has been
      recognized for the three months ended June 30, 2008. In June 2008, the Company
      extended the $85,000 bridge Loan and issued 42,500 shares of restricted 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.





**Discontinued
      Operations**





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. These businesses represent the majority of our
      operations and have been accounted as a discontinued operation. Summarized
      financial information for the discontinued operations is shown
      below:





**OPERATIONS**
            
            **June 30, 2008**
              **(Unaudited)**
            
            **June 30, 2007**
              **(Unaudited)**Net
                Sales
            
            $
            16,865
            
            $
            752,027Total
                Costs and Expenses
            
            
            79,643
            
            
            832,426Operating
                Loss
            
            $
            (62,778
            )
            $
            (80,399
            )Other
                Income (Expense)
            
            
            58
            
            
            1,307Provision
                for Income Taxes
            
            
            -
            
            
            -Loss
                from discontinued operations before disposal
            
            $
            (62,720
            )
            $
            (79,092
            )Loss
                on Disposal
            
            
            -
            
            
            -Loss
                from Discontinued Operations
            
            $
            (62,720
            )
            $
            (79,092
            )





**June 30, 2008**
              **(Unaudited)**
            
            **March 31, 2008**
              **(Audited)****ASSETS**Cash
            
            $
            22,206
            
            $
            41,463Accounts
                Receivable- net
            
            
            36,103
            
            
            81,638Inventory
            
            
            
            
            
            -Prepaid
                Expenses
            
            
            34,879
            
            
            48,802Property,
                Plant and Equipment- net
            
            
            12,792
            
            
            14,159Assets
                of Discontinued Operations
            
            $
            105,980
            
            $
            186,062**LIABILITIES**Accounts
                Payable
            
            $
            78,139
            
            $
            93,800Accrued
                Expenses
            
            
            78,306
            
            
            51,708Due
                to Stockholders
            
            
            95,012
            
            
            93,301Deferred
                Revenue
            
            
            
            
            
            56,006Customer
                Deposits
            
            $
            17,141
            
            
            17,141Liabilities
                of Discontinued Operations
            
            $
            268,598
            
            $
            311,956




11




*Cash
      Balance.* At
      June
      30, 2008, we had a cash balance of $1,660 compared to $7,785 as of March 31,
      2008.




*Assets.* Our
      Assets include Cash and Prepaid Expenses. At June 30, 2008, our total assets
      were $144,622 compared to $237,377 at March 31, 2008. Prepaid Expenses consist
      of a prepaid consulting contract and prepaid interest on the bridge loans.
      Prepaid Expenses decreased to $36,982 at June 30, 2008 from $43,530 at March
      31,
      2008. This decrease was due to the amortization of the prepaid consulting
      contract and bridge loan prepaid interest





*Liabilities.* Our
      Liabilities consist of Accrued Expenses, Bridge Loans and an Officer Loan.
      At
      June 30, 2008, our accrued expenses were $45,771, compared to $34,181 at March
      31, 2008. This increase was primarily due to accrued wages for officers and
      directors. During the quarter ended June 30, 2008, we received a $25,000 bridge
      loan from an accredited investor. Pursuant to the bridge loan, the Company
      issued 12,500 restricted shares of the Company’s common stock. The terms of the
      bridge loan are the same as the bridge loans discussed in Part II, Item 2 of
      this Quarterly Report. 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, since it did not involve a public offering of securities.
      Also, during the quarter ended June 30, 2008, Mike C. Lee, the President and
      Chief Executive Officer of the Company, personally loaned the Company $7,000.
      The loan does not bear interest nor is there a maturity date. The Company
      anticipates repaying the loan upon generating revenue. This loan has been
      recorded as an Officer Loan. Our total liabilities at June 30, 2008 were
      $476,369 compared to $476,137 at March 31, 2008.





*Stockholders
      Deficit.* At
      June
      30, 2008, our stockholders deficit was $331,747, compared to $238,760 at March
      31, 2008.





**Results
      of Operations**





Before
      our March 31, 2008 year end, we made the strategic decision to discontinue
      the
      VoIP aspect of our business due to its declining profitability. We formally
      ceased our VoIP operations on June 15, 2008.





The
      following is a result of Operations for the three Months ended June 30, 2008
      compared to three months ended June 30, 2007.





*Revenues* .
      We had
      no revenues for the three months ended June 30, 2008 and 2007.





*Costs
      of Sales.* We had
      no costs of sales for the three months ended June 30, 2008 and
      2007.





*General
      and Administrative Expenses* .
      For the
      three months ended June 30, 2008, our general and administrative expenses were
      $10,927, compared to $31,185. This decrease was due to decrease in and the
      termination of our VoIP operations on June 15, 2008.





***Critical
      Accounting Policies & Estimates***





The
      follow describes critical accounting policies and estimates:





Use
      of
      Estimates





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





12


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





Cash
      and Cash Equivalents





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




Inventory




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




Property,
      Plant and Equipment





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





Impairment
      of Long-Lived Assets





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





Income
      Taxes





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





Stock-Based
      Compensation





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


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





13


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





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





**Assumption**
            
            **Change**
            
            **Change in Stock-Based Compensation**Risk-free
                rate
            
            100
              basis point increase
            
            $
            (4,184
            )100
              basis point decrease
            
            $
            (7,813
            )Volatility
            
            1000
              basis point increase
            
            $
            3,4831000
              basis point decrease
            
            $
            (15,793
            )Expected
                Life
            
            Held
              until expiration
            
            $
            1,2491
              year decrease
            
            $
            (17,446
            )




Revenue
      Recognition





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


Deferred
      Revenue





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





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.




14




Foreign
      Currency Translation





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





Contributed
      Services





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




***Off-Balance
      Sheet Arrangements***




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




**Item
      3.**  **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.





Due
      to
      our limited resources, we were not able to perform such an evaluation.
      Therefore, the Company’s Principal Executive Officer and Principal Financial
      Officer cannot attest that the Company’s disclosure controls and procedures are
      effective to provide reasonable assurance that information required to be
      disclosed in the Company’s reports filed or submitted under the Exchange Act is
      recorded, processed, summarized, and reported within the time periods specified
      in the Commission’s rules and forms..




*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 quarter ended June
      30,
      2008 that has materially affected, or is reasonably likely to materially affect,
      the Company’s internal control over financial reporting.





*Limitations
      on the Effectiveness of Controls.*





Our
      management does not expect that our Disclosure Controls will prevent all error
      and all fraud. A control system, no matter how well designed and operated,
      can
      provide only reasonable assurance of achieving the designed control objectives,
      and management is required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures. Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within the Company have been detected. These inherent limitations include the
      realities that judgments in decision-making can be faulty, and that breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, or by management override of the control. The design of any system
      of
      controls also is based in part upon certain assumptions about the likelihood
      of
      future events, and there can be no assurance that any design will succeed in
      achieving its stated goals under all potential future conditions. Because of
      the
      inherent limitations in a cost-effective control system, misstatements due
      to
      error or fraud may occur and not be detected.




15




**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
      Sales of Equity Securities and Use of Proceeds.**





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
      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. 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. Interest expense of approximately $32,000 has been
      recognized for the year ended March 31, 2008. In June 2008, the Company extended
      the $85,000 bridge Loan and issued 42,500 shares of restricted 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, since
      it
      did not involve a public offering of securities.





In
      June
      2008, the Company extended $85,000 of the bridge loans and issued 42,500
      restricted 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, since it did not involve a public offering
      of securities.





During
      the quarter ended June 30, 2008, the Company obtained a bridge loan of $25,000
      from an “accredited investor” (as that term is defined in Regulation D
      promulgated under the Securities Act). Pursuant to the bridge loan, the Company
      issued 12,500 restricted shares of the Company’s common stock. The terms of the
      bridge loan are the same as the afore-mentioned bridge loan. 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, since it did not involve
      a public offering of securities.





During
      the quarter ended June 30, 2008, Mike C. Lee, the President and Chief Executive
      Officer of the Company, personally loaned the Company $7,000. The loan does
      not
      bear interest nor is there a maturity date. The Company anticipates repaying
      the
      loan upon generating revenue or sufficient funding.





**Subsequent
      Event:**





During
      July 2008, the Company issued an aggregate amount of 270,000 shares of Common
      Stock to five “accredited investors” as that term is defined in Regulation D
      promulgated under the Securities Act of 1933, as amended. 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 sold these shares under the exemption from registration afforded the
      Company under Section 4(2) of the Securities Act of 1933, as amended, since
      it
      did not involve a public offering of securities.





16





**Item
      3.**  **Defaults
      upon Senior Securities** **.**





None





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





None





**Item
      5.**  **Other
      Information** **.**





**Form
      8-K Information:**





During
      the quarter ended June 30, 2008, the Company obtained a bridge loan of $25,000
      from an “accredited investor” (as that term is defined in Regulation D
      promulgated under the Securities Act). Pursuant to the bridge loan, the Company
      issued 12,500 restricted shares of the Company’s common stock. The terms of the
      bridge loan are the same as the afore-mentioned bridge loan. 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, since it did not involve
      a public offering of securities.





In
      connection with the bridge loans aggregating $130,000 discussed in Part II,
      Item
      2 hereof, in June 2008, the Company extended $85,000 of the bridge loans and
      issued 42,500 restricted 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, since it did not involve a public
      offering of securities.





**Subsequent
      Event:**





During
      July 2008, the Company issued an aggregate amount of 270,000 shares of Common
      Stock to five “accredited investors” as that term is defined in Regulation D
      promulgated under the Securities Act of 1933, as amended. 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 sold these shares under the exemption from registration afforded the
      Company under Section 4(2) of the Securities Act of 1933, as amended, since
      it
      did not involve a public offering of securities.





**Item
      6.**  **Exhibits** **.**





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





17




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




Date:
                August 13, 2008
            
            **ZIPGLOBAL
                HOLDINGS, INC.**By:
            */s/
                Michael C. Lee***MICHAEL
                C. LEE**
              President
                and Chief Executive Officer
              (Principal
                Executive Officer and Principal
              Accounting
                Officer)




18