**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





**For
      the quarterly period ended** **September 30, 2008**





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





For
      the
      transition period from _____ to _____





Commission
      File No. **333-135134**





**ZIPGLOBAL
      HOLDINGS, INC.**


(Name
      of
      Small Business Issuer in its charter)





**Delaware**
            **20-3837010**(State
                or other jurisdiction of
            (I.R.S.
                employerincorporation
                or formation)
            identification
                number)





**420
      Washington Street**


**Unit
      LL-6**


**Braintree,
      MA 02184**


(Address
      of principal executive offices)




Issuer’s
      telephone
      number: **(781)
      848-0021**


**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.


xYes ̈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” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer
             ̈
            Accelerated
                filer
             ̈Non-accelerated
                filer
             ̈
            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).


xYes ̈No





APPLICABLE
      ONLY TO CORPORATE ISSUERS:


Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date. As
      of
      November 12, 2008, there were 19,128,292 shares of the registrant’s Common Stock
      outstanding.







ZipGlobal,
        Inc.
 Table
        of
        Contents
 Form
        10-Q
        for the Fiscal Quarter Ended September 30, 2008
 
  **Page****PART
                  I – FINANCIAL INFORMATION**Item
                  1. Financial Statements
              
              3Item
                  2. Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations
              
              11Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk
              
              16Item
                  4T. Controls and Procedures
              
              16**PART
                  II – OTHER INFORMATION**Item
                  1. Legal Proceedings
              
              17Item
                  1A. Risk Factors
              
              17Item
                  2. Unregistered Sales of Equity Securities and Use of Proceeds
                  in
                  Securities
              
              17Item
                  3. Defaults upon Senior Securities
              
              18Item
                  4. Submission of Matters to a Vote of Security Holders
              
              18Item
                  5. Other Information
              
              18Item
                  6. Exhibits
              
              1819**SIGNATURES**
  2
 
 **PART
        I – FINANCIAL INFORMATION**
  **Item
        1. Financial Statements.**
 
 **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        BALANCE SHEETS**
 
 September 30,
                2008
              
              March 31,
                2008(Unaudited)**ASSETS**CURRENT
                  ASSETSCash
              
              $
              1,247
              
              $
              7,785Prepaid
                  expenses
              
              
              29,818
              
              
              43,530Total
                  Current Assets
              
              
              31,065
              
              
              51,315ASSETS
                  OF DISCONTINUED OPERATIONS
              
              
              91,837
              
              
              186,062Total
                  Assets
              
              $
              122,902
              
              $
              237,377**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**CURRENT
                  LIABILITIESAccrued
                  expenses
              
              $
              50,986
              
              $
              34,181Bridge
                  loans
              
              
              155,000
              
              
              130,000Officer
                  loan
              
              
              7,000
              
              
              -Total
                  Current Liabilities
              
              
              212,986
              
              
              164,181LIABILITIES
                  OF DISCONTINUED OPERATIONS
              
              
              263,803
              
              
              311,956Total
                  Liabilities
              
              
              476,789
              
              
              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,
                  19,128,292 and 18,780,792 issued and outstanding at September 30,
                  2008 and
                  March 31, 2008, respectively
              
              
              1,913
              
              
              1,878Additional
                  paid-in capital
              
              
              1,810,055
              
              
              1,719,577Accumulated
                  deficit
              
              
              (2,134,041
              )
              
              (1,927,586
              )Accumulated
                  other comprehensive loss
              
              
              (31,814
              )
              
              (32,629
              )Total
                  Stockholders’ Deficit
              
              
              (353,887
              )
              
              (238,760
              )Total
                  Liabilities and Stockholders’ Deficit
              
              $
              122,902
              
              $
              237,377
 
 See
        accompanying notes to consolidated financial statements.
  3
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS (Unaudited)**
 
 **Three Months Ended**
              
              **Six Months Ended****September 30,**
              
              **September 30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**NET
                  SALES
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -COSTS
                  AND EXPENSESCost
                  of goods sold
              
              
              -
              
              
              -
              
              
              -
              
              
              -General
                  and administrative
              
              
              42,816
              
              
              65,496
              
              
              53,743
              
              
              96,681Total
                  Costs and Expenses
              
              
              42,816
              
              
              65,496
              
              
              53,743
              
              
              96,681NET
                  OPERATING LOSS
              
              
              (42,816
              )
              
              (65,496
              )
              
              (53,743
              )
              
              (96,681
              )OTHER
                  INCOMEInterest
                  income
              
              
              -
              
              
              -
              
              
              -
              
              
              1,152Interest
                  Expenses
              
              
              (24,976
              )
              
              -
              
              
              (58,087
              )
              
              -Total
                  Other Income
              
              
              (24,976
              )
              
              -
              
              
              (58,087
              )
              
              1,152NET
                  LOSS BEFORE TAXES
              
              
              (67,792
              )
              
              (65,496
              )
              
              (111,830
              )
              
              (95,529
              )PROVISION
                  FOR INCOME TAXES
              
              
              -
              
              
              -
              
              
              -
              
              
              -LOSS
                  FROM CONTINUING OPERATIONS
              
              
              (67,792
              )
              
              (65,496
              )
              
              (111,830
              )
              
              (95,529
              )LOSS
                  FROM DISCONTINUED OPERATIONS
              
              
              (31,905
              )
              
              (56,564
              )
              
              (94,625
              )
              
              (135,656
              )NET
                  LOSS
              
              $
              (99,697
              )
              $
              (122,060
              )
              $
              (206,455
              )
              $
              (231,185
              )PER
                  COMMON SHARE (Basic and diluted)Loss
                  from continuing operations per share
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )Loss
                  from discontinued operations per share
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  loss per share
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )WEIGHTED
                  AVERAGE SHARES OUTSTANDING
              
              
              19,115,435
              
              
              18,715,792
              
              
              18,897,779
              
              
              18,715,792
 
 See
        accompanying notes to consolidated financial statements.
  4
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (Unaudited)**
  **For the Six Months Ended**
                **September 30,****2008**
              
              **2007**CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (206,455
              )
              $
              (231,185
              )Loss
                  from discontinued operations
              
              
              94,625
              
              
              135,656Adjustments
                  to reconcile net loss to net cash flows from operating
                  activities:Stock
                  based compensation
              
              
              1,138
              
              
              19,336Contribution
                  of services
              
              
              -
              
              
              13,000Changes
                  in operating assets and liabilities:Accounts
                  receivable
              
              
              -
              
              
              216Prepaid
                  expenses
              
              
              58,087
              
              
              (38,750
              )Accrued
                  expenses
              
              
              16,805
              
              
              10,412Net
                  cash used in operating activities- continuing operations
              
              
              (35,800
              )
              
              (91,315
              )Net
                  cash used in operating activities- discontinued operations
              
              
              (48,553
              )
              
              (375,697
              )Net
                  cash used in operating activities
              
              
              (84,353
              )
              
              (467,012
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESNet
                  cash provided by investing activities- continuing
                  operationsNet
                  cash provided by investing activities- discontinued
                  operations
              
              
              
              
              
              200,497Net
                  cash provided by investing activities
              
              
              -
              
              
              200,497CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from officer loan
              
              
              7,000
              
              
              -Proceeds
                  from bridge loans
              
              
              25,000
              
              
              -Proceeds
                  from issuing capital stock
              
              
              45,000
              
              
              -Net
                  cash provided by financing activities- continuing
                  operations
              
              
              77,000
              
              
              -Net
                  cash used in financing activities- discontinued operations
              
              
              -
              
              
              (15,727
              )Net
                  cash provided by (used in) financing activities
              
              
              77,000
              
              
              (15,727
              )EFFECT
                  OF RATE CHANGE ON CASH
              
              
              815
              
              
              2,340NET
                  DECREASE IN CASH
              
              
              (6,538
              )
              
              (279,902
              )CASH,
                  BEGINNING OF PERIOD
              
              
              7,785
              
              
              449,407CASH,
                  END OF PERIOD
              
              $
              1,247
              
              $
              169,505
 
 See
        accompanying notes to consolidated financial statements.
  5
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited)**
  **For the Six Months Ended**
                **September 30,****2008**
              
              **2007**SUPPLEMENTAL
                  CASH FLOW DISCLOSURES:Cash
                  paid for taxes
              
              
              -
              
              
              -Cash
                  paid for interest
              
              
              -
              
              
              -Contribution
                  of services by officers and directors
              
              
              -
              
              $
              13,000Stock
                  based compensation
              
              $
              1,138
              
              
              19,336Issuance
                  of stock for interest on bridge loans
              
              
              44,375
 
 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
        and six months ended September 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.
  NOTE
        B -
        GOING CONCERN
  As
        indicated in the accompanying financial statements, the Company has incurred
        net
        operating losses of $ 2,134,041 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
        $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 $13,000 in contributed services for the three months ended September
        30,
        2008 and 2007, respectively.
  7
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
  **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (Unaudited)**
  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,
                  Sept 30, 2008
              
              
              120,000
              
              $
              0.50
              
              
              
              
              $
              18,000
              
              
              37,500
              
              $
              0.50
              
              
              
              
              $
              5,625Exercisable
                  at Sept 30, 2008
              
              
              73,333
              
              $
              0.50
              
              
              
              
              
              11,000
              
              
              25,000
              
              $
              0.50
              
              
              
              
              
              3,750
 
 (1)
        The
        intrinsic value is the difference between the market price of the stock and
        the
        exercise price of the option. .
 
 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**
 
 **Three Months Ended**
              
              **Six Months Ended****September 30,**
              
              **September 30,****2008**
              
              **2007**
              
              **2008**
              
              **2007**Net
                  Sales
              
              $
              -
              
              $
              604,654
              
              $
              16,865
              
              $
              1,356,681Total
                  Costs and Expenses
              
              
              31,905
              
              
              661,353
              
              
              111,548
              
              
              1,493,779Operating
                  Loss
              
              
              (31,905
              )
              
              (56,699
              )
              
              (94,683
              )
              
              (137,098
              )Other
                  Income (Expense)
              
              
              -
              
              
              135
              
              
              58
              
              
              1,442Provision
                  for Income Taxes
              
              
              -
              
              
              -
              
              
              
              
              
              -Loss
                  from discontinued operations before disposal
              
              
              (31,905
              )
              
              (56,564
              )
              
              (94,625
              )
              
              (135,656
              )Loss
                  on Disposal
              
              
              
              
              
              -
              
              
              
              
              
              -Loss
                  from Discontinued Operations
              
              $
              (31,905
              )
              $
              (56,564
              )
              $
              (94,625
              )
              $
              (135,656
              )
 
 8
  **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
  **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (Unaudited)**
 
 NOTE
        E –
DISCONTINUED OPERATIONS (CONTINUED)
 
 **ASSETS**
              
              **September 30, 2008**
              
              **March 31, 2008**Cash
              
              $
              17,776
              
              $
              41,463Accounts
                  Receivable- net
              
              
              36,103
              
              
              81,638Inventory
              
              
              
              
              
              -Prepaid
                  Expenses
              
              
              26,532
              
              
              48,802Property,
                  Plant and Equipment- net
              
              
              11,426
              
              
              14,159Assets
                  of Discontinued Operations
              
              $
              91,837
              
              $
              186,062**LIABILITIES**Accounts
                  Payable
              
              $
              76,849
              
              $
              93,800Accrued
                  Expenses
              
              
              73,501
              
              
              51,708Due
                  to Stockholders
              
              
              96,312
              
              
              93,301Deferred
                  Revenue
              
              
              -
              
              
              56,006Customer
                  Deposits
              
              
              17,141
              
              
              17,141Liabilities
                  of Discontinued Operations
              
              $
              263,803
              
              $
              311,956
 
 NOTE
        F-
        BRIDGE LOANS
 
 In
        December 2007, February 2008 and June 2008, the Company received six-month
        bridge loans totaling $155,000. 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 $155,000,
        the
        Company issued 77,500 shares of restricted common stock. The Company recognizes
        interest expense of the fair value of the 77,500 shares issued over the
        six-month term.
 
 In
        June
        of 2008, the Company extended $85,000 of the bridge loans and issued 42,500
        restricted shares. In August of 2008, the Company extended $45,000 of the
        bridge
        loans and issued 22,500 restricted shares. For the six months ended September
        30, 2008, the Company recognized $58,087 in interest expense relating to
        the
        bridge loans.
 
 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-
        STOCKHOLDERS’ DEFICIT
 
 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.
  9
 
 **ZIPGLOBAL
        HOLDINGS, INC. AND SUBSIDIARY**
 
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS (Unaudited)**
  NOTE
        I-
        SUBSEQUENT EVENT
 
 In
        October 2008, the Company extended a $25,000 bridge loan for an additional
        six
        month term. The 12,500 in restricted shares have yet to be
        issued.
  10
  **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.
  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 $2,134,041since 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 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
“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.
 
 At
        September 30, 2008, the Company had $1,247 cash on hand and $29,818 in prepaid
        expenses. 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.
 
 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.
  11
  **Results
        of Operations**
 
 *Cash
        Balance.* At
        September 30, 2008, we had a cash balance of $1,247 compared to $7,785 at
        of
        March 31, 2008.
  *Assets.* Our
        Assets include Cash and Prepaid Expenses. At September 30, 2008, our total
        assets were $122,902 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 $29,818 at September 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
        September 30, 2008, our accrued expenses were $50,986 compared to $34,181
        at
        March 31, 2008. This increase was primarily due to accrued wages for officers
        and directors.
 
 *Stockholders
        Deficit.* At
        September 30, 2008, our stockholders deficit was $353,887 compared to $238,760
        at March 31, 2008.
  **Three
        Months Ended September 30, 2008 Compared to the Three Months Ended September
        30,
        2007**
 
 *Revenues* .
        We had
        no revenues for the three months ended September 30, 2008 and 2007.
 
 *Costs
        of Sales.* We had
        no costs of sales for the three months ended September 30, 2008 and
        2007.
 
 *General
        and Administrative Expenses* .
        For the
        three months ended September 30, 2008, our general and administrative expenses
        were $42,816, compared to $65,496 for the three months ended September 30,
        2007.
        This decrease was due to decrease in and the termination of our VoIP operations
        on June 15, 2008.
 
 Interest
        Expense for the three months ended September 30, 2008 was $24,976, compared
        to
        $0 for the three months ended September 30, 2008. This increase was due to
        the
        interest on the Bridge Loans.
 
 **Six
        Months Ended September 30, 2008 Compared to the Six Months Ended September
        30,
        2007**
 
 *Revenues* .
        We had
        no revenues for the six months ended September 30, 2008 and 2007.
 
 *Costs
        of Sales.* We had
        no costs of sales for the six months ended September 30, 2008 and
        2007.
 
 *General
        and Administrative Expenses* .
        For the
        six months ended September 30, 2008, our general and administrative expenses
        were $53,743, compared to $96,681 for the six months ended September 30,
        2007.
        This decrease was due to decrease in and the termination of our VoIP operations
        on June 15, 2008.
 
 Interest
        Expense for the six months ended September 30, 2008 was $58,087, compared
        to $0
        for the six months ended September 30, 2008. This increase was due to the
        interest on the Bridge Loans.
 
 **Liquidity
        and Capital Resources**
 
 At
        September 30, 2008, the Company had $1,247 cash on hand. The Company has
        incurred cumulative net operating losses of $2,134,041 since its inception
        and
        an accumulated deficit of $353,887, thereby 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 $331,558 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.
  12
  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.
 
 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 of 2008, the Company extended $85,000 of the
        bridge
        loans and issued 42,500 restricted shares. In August of 2008, the Company
        extended $45,000 of the bridge loans and issued 22,500 restricted shares.
 
 On
        April
        1, 2008, the Company received a bridge loan of $25,000 from an accredited
        investor pursuant to the terms of the bridge loans issued in December 2007
        and
        February 2008. The bridge loan was extended in October 2008 for an additional
        six months. The Company has not issued the 12,500 shares of common stock
        due
        under the bridge loan. The terms of this bridge loan are the same as the
        bridge
        loans described above.
 
 During
        the six months ended September 30, 2008, the Company recognized $58,087 in
        interest expense relating to the bridge loans.
 
 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. To date, no amounts have
        been repaid under this loan. 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 the foregoing securities under the exemption from registration
        afforded the Company under Section 4(2) of the Securities Act of 1933, as
        amended, since such issuances it did not involve a public offering of
        securities.
 
 The
        following is a summary of the Company's cash flows from operating, investing,
        and financing activities:
  **For the Six Months Ended****September 30,**
                **2008**
              
              **September 30,**
                **2007**Net
                  Cash Used in Operating Activities
              
              $
              (84,353
              )
              $
              (467,012
              )Net
                  Cash Provided by Investing Activities
              
              
              —
              
              $
              200,497Net
                  Cash Provided by (Used in) Financing Activities
              
              $
              77,000
              
              $
              (15,727
              )Effect
                  of Rate on Change
              
              $
              815
              
              $
              2,340Net
                  Decrease in Cash
              
              $
              (6,358
              )
              $
              (279,902
              )Cash,
                  Beginning of Period
              
              $
              7,785
              
              $
              449,407Cash,
                  End of Period
              
              $
              1,247
              
              $
              169,505
  13
  ***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.
  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.
  14
  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%
  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
              
              $
              (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
              )
  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 September 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.
  15
  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.
  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 September 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.
  16
  *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 September 30, 2008,
        our
        Chief Executive Officer and Chief Financial Officer have concluded that our
        disclosure controls and procedures were 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.
  *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
        September 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.
  **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.**
 
 The
        Company issued the foregoing securities 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.
 
 Ÿ
              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.
  17
  Ÿ
              In
                  June of 2008, the Company extended $85,000 of the bridge loans
                  and issued
                  42,500 restricted shares. In June of 2008, the Company obtained
                  an
                  additional bridge loan of $25,000 and issued 12,500 restricted
                  shares. In
                  August of 2008, the Company extended $45,000 of the bridge loans
                  and
                  issued 22,500 restricted shares. As a result of these bridge loans,
                  the
                  Company issued a total of 77,500 shares of restricted stock with
                  a value
                  of $44,000 in the nine months ended September 30, 2008.
  Ÿ
              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.
 
 Ÿ
              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
        3.**  **Defaults
        upon Senior Securities** **.**
 
 None
  **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders** **.**
 
 None
  **Item
        5.**  **Other
        Information** **.**
 
 **Subsequent
        Event**
 
 In
        October 2008, the Company extended a bridge loan of $25,000 received by the
        Company on April 1, 2008 from an accredited investor pursuant to the terms
        of
        the bridge loans issued in December 2007 and February 2008. The Company has
        not
        issued the 12,500 shares of common stock due under the bridge loan.
 
 **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
  18
 
 **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:
                  November 12, 2008
              
              **ZIPGLOBAL
                  HOLDINGS, INC.**By:
              */s/
                  Michael C. Lee***MICHAEL
                  C. LEE**
                President
                  and Chief Executive Officer
                (Principal
                  Executive Officer and Principal
                Financial
                  and Accounting Officer)
  19