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 June 30, 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.


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 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. Yes x No
___





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o










Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):




Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            Smaller
      reporting company
            x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No
___





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.





As of
August 13, 2009, there were 21,098,298 shares of common stock outstanding and no
shares of preferred stock outstanding.









TABLE OF
CONTENTS





PagePART
      I – FINANCIAL INFORMATIONItem
      1.
            Financial
      Statements
            1Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Plan
      of Operations
            8Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            12Item
      4T.
            Controls
      and Procedures
            12PART
      II – OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            13Item
      1A.
            Risk
      Factors
            13Item
      2.
            Unregistered
      Sale of Equity Securities and Use of Proceeds
            13Item
      3.
            Defaults
      Upon Senior Securities
            13Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            13Item
      5.
            Other
      Information
            13Item
      6.
            Exhibits
            14SIGNATURES
            
            15









PART
I




Item
1.  Financial Statements.
 
 ZIPGLOBAL
HOLDINGS, INC.
 
 BALANCE
SHEETS
 
 June
      30,
                2009
              
              
              March
      31, 2009(Unaudited)ASSETSCURRENT
      ASSETSCash
              
              $
              1,604
              
              
              $
              1,346Total
      Current Assets
              
              
              1,604
              
              
              
              1,346Total
      Assets
              
              $
              1,604
              
              
              $
              1,346LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccrued
      expenses
              
              $
              76,695
              
              
              $
              66,781Bridge
      loans
              
              
              155,000
              
              
              
              155,000Total
      Current Liabilities
              
              
              231,695
              
              
              
              221,781Total
      Liabilities
              
              
              231,695
              
              
              
              221,781STOCKHOLDERS’
      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,
      19,260,792 and 19,205,792 issued and outstanding at June 30 and March 31,
      2009, respectively
              
              
              1,925
              
              
              
              1,920Additional
      paid-in capital
              
              
              1,841,351
              
              
              
              1,823,209Accumulated
      deficit
              
              
              (2,073,367
              )
              
              
              (2,045,564
              )Total
      Stockholders’ Deficit
              
              
              (230,091
              )
              
              
              (220,435
              )Total
      Liabilities and Stockholders’ Deficit
              
              $
              1,604
              
              
              $
              1,346
 
 See
accompanying notes to consolidated financial statements.
  1
  ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY
 
 CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)
 
 For
      the Three Months EndedJune
      30,2009
              
              
              2008NET
      SALES
              
              
              
              
              $
              -COSTS
      AND EXPENSESCost
      of goods sold
              
              
              
              
              
              -General
      and administrative
              
              
              13,654
              
              
              
              10,927Total
      Costs and Expenses
              
              
              13,654
              
              
              
              10,927NET
      OPERATING LOSS
              
              
              (13,654
              )
              
              
              (10,927
              )OTHER
      EXPENSEInterest
      expense
              
              
              (14,149
              )
              
              
              (33,111
              )Total
      Other Expense
              
              
              (14,149
              )
              
              
              (33,111
              )LOSS
      FROM CONTINUING OPERATIONS BEFORE TAXES
              
              
              (27,803
              )
              
              
              (44,038
              )PROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -LOSS
      FROM CONTINUING OPERATIONS
              
              
              (27,803
              )
              
              
              (44,038
              )LOSS
      FROM DISCONTINUED OPERATIONS
              
              
              -
              
              
              
              (62,720
              )NET
      LOSS
              
              $
              (27,803
              )
              
              $
              (106,758
              )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
              )Net
      loss per share
              
              $
              (0.00
              )
              
              $
              (0.01
              )WEIGHTED
      AVERAGE SHARES OUTSTANDING
              
              
              19,230,570
              
              
              
              18,794,486
 
 See
accompanying notes to consolidated financial statements.
  2
  ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited)
  For
      the Three Months Ended
                June
      30,2009
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (27,803
              )
              
              $
              (106,758
              )Loss
      from discontinued operations
              
              
              -
              
              
              
              62,720Adjustments
      to reconcile net loss to net cash flows from operating
      activities:Stock
      based compensation
              
              
              3,998
              
              
              
              (587
              )Shares
      issued as interest on bridge loans
              
              
              14,149Changes
      in operating assets and liabilities:Prepaid
      expenses
              
              
              -
              
              
              
              12,643Accrued
      expenses
              
              
              9,914
              
              
              
              (19,850
              )Net
      cash provided by (used in) operating activities-continuing
      operations
              
              
              258
              
              
              
              (51,832
              )Net
      cash provided by operating activities-discontinued
      operations
              
              
              -
              
              
              
              22,724Net
      cash provided by (used in) operating activities
              
              
              258
              
              
              
              (29,108
              )CASH
      FLOWS FROM INVESTING ACTIVITIESNet
      cash provided by (used in) investing activities-
continuingoperations
              
              
              -
              
              
              
              -Net
      cash provided by (used  in) investing activities-
      discontinuedoperations
              
              
              -
              
              
              
              -Net
      cash provided by  (used in) investing activities
              
              
              -
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from officer loan
              
              
              -
              
              
              
              7,000Proceeds
      from bridge loans
              
              
              -
              
              
              
              25,000Proceeds
      from issure common stock
              
              
              -
              
              
              
              -Net
      cash provided by financing activities- continuing
    operations
              
              
              -
              
              
              
              32,000Net
      cash provided by financing activities- discontinued
    operations
              
              
              -
              
              
              
              -Net
      cash provided by financing activities
              
              
              -
              
              
              
              32,000EFFECT
      OF RATE CHANGE ON CASH
              
              
              -
              
              
              
              (9,017
              )NET
      INCREASE (DECREASE) IN CASH
              
              
              258
              
              
              
              (6,125
              )CASH,
      BEGINNING OF PERIOD
              
              
              1,346
              
              
              
              7,785CASH,
      END OF PERIOD
              
              $
              1,604
              
              
              $
              1,660
 
 See
accompanying notes to consolidated financial statements.
  3
  ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY
 
 CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited)
 
 For
      the Three Months Ended
                June
      30,2009
              
              
              2008SUPPLEMENTAL
      CASH FLOW DISCLOSURES:Cash
      paid for taxes
              
              
              -
              
              
              
              -Cash
      paid for interest
              
              
              -
              
              
              
              -Issuance
      of stock for interest on bridge loans
              
              $
              14,149
              
              
              $
              23,375
 
 See
accompanying notes to consolidated financial statements.
  4
  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, 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 $ 2,073,367 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 three months ended June
30, 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
              
              
              
              1.22
              
              
              
              
              37,500
              
              
              
              0.50
              
              
              
              0.72GrantedExercisedCancelled/
      ForfeitedOutstanding,
      June 30, 2009
              
              
              120,000
              
              
              
              
              
              
              
              0.97
              
              
              
              
              37,500
              
              
              
              
              
              
              
              0.47Exercisable
      at June 30, 2009
              
              
              99,870
              
              
              
              
              
              
              
              
              
              
              
              
              27,109
  (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.
  
 5
  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
it’s 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 months ended June 30,
2008 is shown below:
 
 
 OPERATIONS
              
              June
      30, 2008Net
      Sales
              
              
              16,865Total
      Costs and Expenses
              
              
              79,643Operating
      Loss
              
              
              (62,778
              )Other
      Income (Expense)
              
              
              58Provision
      for Income Taxes
              
              
              -Loss
      from discontinued operations before disposal
              
              
              (62,720
              )Loss
      on Disposal
              
              
              -Loss
      from Discontinued Operations
              
              
              (62,720
              )
 
 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 275,000 shares of restricted
common stock as interest on these loans.  Interest expense totaling
$133,275 has been recognized through June 30, 2009.
 
 The
weighted averaged borrowing and interest rates of these bridge loans were
$155,000 and 69%, for the three months ended June 30, 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
 
 
 6
 
 ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY
 
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)
 
 NOTE
      G – SUBSEQUENT EVENTS
 
 On
July 17, 2009, the Company issued 1,697,506 shares of common stock to Mike Lee
for services rendered.
 
 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.




7




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





Forward-Looking
Statements





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





Business
Overview; Discontinued Operations





We were
incorporated in the state of Delaware on November 17, 2005. On November 30,
2005, we acquired Beasley Holdings Limited, a British Virgin Island company,
through an arms-length transaction pursuant to which we issued an aggregate of
16,000,000 shares of our common stock in a share exchange to the stockholders of
Beasley. We have been operating 100% of our business operations through Beasley
since our acquisition of Beasley in November 2005.




Up until
June 15, 2008, we were a retail provider of Internet telephony services. Our
VoIP business was formally ceased and discontinued on June 15, 2008 due to its
declining profitability.





Beasley
Holdings Limited Sale




On March
31, 2009, ZipGlobal Holdings, Inc. and Beasley Holdings Limited, a then
wholly-owned subsidiary of the Company, entered into an Agreement by which the
Company sold 100% the shares of the issued and outstanding shares of Beasley to
Beasley in consideration for Beasley forgiving an aggregate sum of $329,768 owed
by the Company to Beasley.







Plan
of Operation; Going Concern




As
indicated in the accompanying financial statements, at the Company has an
accumulated deficit of $2,073,367since 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.




8





At June
30, 2009 the Company had $1,604 cash on hand and no other assets and total
liabilities of $231,695 consisting of $76,695 in 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





Cash Balance. At June 30,
2009, we had a cash balance $1,604 compared to $1,346 as of March 31, 2009. This
increase was due to the receipt of some held back funds by a former
vendor.




Total Assets. At June 30,
2009, our Total Assets consisted of cash on hand of $1,604 compared to $1,346 of
cash on hand at March 31, 2009. We had no other assets.





Total Liabilities. Our Total
Liabilities consist of Accrued Expenses and Bridge Loans. At June 30, 2009, our
Accrued Expenses were $76,695 compared to $66,781 at March 31, 2009. This
increase was primarily due to accrued wages for officers and directors. At June
30, 2009 and March 31, 2009, we had $155,000 in Bridge Loans
outstanding.




Stockholders Deficit. At June
30, 2009, our stockholders deficit was $230,091 compared to $220,435 at March
31, 2009.





Three
Months Ended June 30, 2009 Compared to the Three Months Ended June 30,
2008





Revenues. We had no revenues
for the three months ended June 30, 2009 and 2008.





Costs of Sales. We had no
costs of sales for the three months ended June 30, 2009 and 2008.





General and Administrative
Expenses. For the three months ended June 30, 2009, our general and
administrative expenses were $13,654 compared to $10,927 for the three months
ended June 30, 2008. This increase was due to an increase in stock based
compensation in 2009 relating to the vesting of stock options previously
issued.





Interest Income. We had no
interest income for the three months ended June 30, 2009 and 2008.





Interest Expense. Interest
Expense for the three months ended June 30, 2009 was $14,149 compared to
$33,111for the three months ended June 30, 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 June 30, 2009 was $27,803 compared to $106,758 for the three
months ended June 30, 2008. The decrease was due to a decrease in a Continuing
Operations from $44,038 for the three months ended June 30, 2008 to $27,803 for
the three months ended June 30, 2009 and a decrease in Discontinued Operations
from $62,720 for the three months ended June 30, 2008 to $0 for the three months
ended June 30, 2009. These decreases were due to our cessation of our VoIP
business on June 15, 2008 due to its declining profitability. .





Liquidity and Capital
Resources





At June
30, 2009, the Company had $1,604 cash on hand and the Company has an accumulated
deficit of $2,073,367. Our primary sources of funds have been loans from
officers and affiliates. The Company is a shell company and the Company's
current business plan is to seek a suitable acquisition candidate through
acquisition, merger, reverse merger or other suitable business combination
method. We plan to seek, investigate and acquire one or more properties or
businesses with the intent to maximize or further enhance shareholder value. The
Company has limited capital. As such, it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. We intend to
seek opportunities demonstrating the potential of long-term growth.





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.




9





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. he maturity date was one year.  On April 1, 2009, the
Company extended the loan for an additional year period 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.




During
the quarter ended June 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.




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




For the Three
      Months EndedJune
      30,
              2009
            
            
            
            June
      30,
              2008Net
      Cash Provided by (Used in) Operating Activities
            
            $
            258
            
            
            $
            (29,108)Net
      Cash Provided by (Used in) Investing Activities
            
            $
            0
            
            
            $
            0Net
      Cash Provided by Financing Activities
            
            $
            0
            
            
            $
            32,000(1)(2)Effect
      of Rate Change on Cash
            
            $
            0
            
            
            $
            (9,017)Net
      Increase (Decrease) in Cash
            
            $
            258
            
            
            
            (6,125)Cash,
      Beginning of Period
            
            $
            1,346
            
            
            $
            7,785Cash,
      End of Period
            
            $
            1,604
            
            
            $
            1,660




(1)
            During
      the quarter ended June 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.


(2)
            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. he maturity date was
      one year.  On April 1, 2009, the Company extended the loan for
      an additional year period 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.






10





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.





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.




11





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 June 30, 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:




●
            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.




12




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
June 30, 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.





Recent
Sales of Unregistered Securities




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 in light of the fact that it did
not involve a public offering of securities.




On June
4, 2009, the Company extended the $50,000 bridge loan from Angus & 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 in light of the fact that it did
not involve a public offering of securities.




On June
4, 2009, the Company extended the $25,000 bridge loan from Nicholas &
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 in light of the
fact that it did not involve a public offering of securities.




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 in light of the fact that it did not involve a public offering
of securities.




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 in light of the fact that it did not involve
a public offering of securities.




Item
3. Defaults Upon Senior Securities.





N/A.





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





N/A.





Item
5. Other Information.





Subsequent
Event





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 in light of the fact that it did not involve a public offering
of securities.




13




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 in light of the fact that it did not involve
a public offering of securities.




Item
6. Exhibits.





Exhibit No.
            
            Description31.1
            
            Certification
      by Michael C. Lee, the Principal Executive Officer and Principal Financial
      Officer of ZipGlobal Holdings, Inc., pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
            
            Certification
      by Michael C. Lee, the Principal Executive Officer and Principal Financial
      Officer of ZipGlobal Holdings, Inc., pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002




14






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:
      August 13, 2009
              By:
              /s/ MICHAEL
      C. LEEMichael
      C. LeePresident, Chief
      Executive Officer and Chairman(Principal
      Executive Officer)(Principal
      Financial/Accounting Officer)




15