**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**


**_______**





**FORM
      10-Q/A**


**(Amendment
      No. 1)**





(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 [
      ] 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




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**Explanatory
      Note**





This
      Amendment No. 1 to Form 10-Q for the quarter ended June 30, 2008 filed by the
      Registrant on August 13, 2008 (the “Original Filing”) amends Part I Item 4T.
      Controls and Procedures of the Original Filing. The Registrant is also filing
      Exhibit 31 and 32 regarding this Amendment. The remaining portions of the
      Original Filing are incorporated by reference herein.




**PART
      I - FINANCIAL INFORMATION**





**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.







Subsequent
      to our filing of Form 10Q for the quarter ended June 30, 2008 filed by us with
      the United States Securities and Exchange Commission on August 13, 2008, )
      our
      management performed an evaluation of disclosure controls and procedures. Based
      on their evaluation as of the end of the period covered by this Quarterly Report
      on Form 10-Q, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
      Act”)) were effective to ensure that information required to be disclosed by us
      in reports that we file or submit under the Exchange Act (i) is recorded,
      processed, summarized and reported within the time periods specified in SEC
      rules and forms, and (ii) accumulated and communicated to management,
      including the principal executive and principal financial officers, as
      appropriate, to allow timely decisions regarding required disclosure.




*Changes
      in Internal Controls Over Financial Reporting* .
      There
      have been no changes in our internal controls over financial reporting (as
      defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
      fiscal quarter covered by this Form 10-Q that have materially affected, or
      are
      reasonably likely to materially affect, our 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.




**PART
      II - OTHER INFORMATION**





**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







2





**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 14, 2008
            
            **ZIPGLOBAL
                HOLDINGS, INC.**By:
            */s/
                Michael C. Lee***MICHAEL
                C. LEE**
              President
                and Chief Executive Officer
              (Principal
                Executive Officer and Principal
              Accounting
                Officer)







3