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 endedDecember 31,
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)





99
Derby Street


Suite
200


Hingham, MA
02043


(Address
of principal executive offices)




Issuer’s
telephone
number:                                                (781)
556-1062


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.


x Yes ̈ No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” 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).


x Yes ̈ 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 February
13, 2009, there were 19,183,292 shares of the registrant’s Common Stock
outstanding.










ZipGlobal
Holdings, Inc.


Table of
Contents


Form 10-Q
for the Fiscal Quarter Ended December 31, 2008




PagePART I – FINANCIAL
    INFORMATIONItem
      1. Financial Statements
                    
                    3Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                    
                    10Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                    
                    13Item
      4T. Controls and Procedures
                    
                    14PART II – OTHER INFORMATIONItem
      1. Legal Proceedings
                    
                    14Item
      1A. Risk Factors
                    
                    14Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds in
      Securities
                    
                    14Item
      3. Defaults upon Senior Securities
                    
                    14Item
      4. Submission of Matters to a Vote of Security Holders
                    
                    14Item
      5. Other Information
                    
                    15Item
      6. Exhibits
                    
                    15SIGNATURES
                    
                    15





2





PART I – FINANCIAL
INFORMATION




Item
1. Financial Statements.




ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





CONSOLIDATED
BALANCE SHEETS





December 31,
                                        2008
                                      
                                      
                                      March 31,
                                        2008(Unaudited)ASSETSCURRENT
      ASSETSCash
                                      
                                      $
                                      459
                                      
                                      
                                      $
                                      7,785Prepaid
      expenses
                                      
                                      
                                      8,146
                                      
                                      
                                      
                                      43,530Total
      Current Assets
                                      
                                      
                                      8,605
                                      
                                      
                                      
                                      51,315ASSETS
      OF DISCONTINUED OPERATIONS
                                      
                                      
                                      84,604
                                      
                                      
                                      
                                      186,062Total
      Assets
                                      
                                      $
                                      93,209
                                      
                                      
                                      $
                                      237,377LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccrued
      expenses
                                      
                                      $
                                      59,389
                                      
                                      
                                      $
                                      34,181Bridge
      loans
                                      
                                      
                                      155,000
                                      
                                      
                                      
                                      130,000Officer
      loan
                                      
                                      
                                      7,000
                                      
                                      
                                      
                                      -Total
      Current Liabilities
                                      
                                      
                                      221,389
                                      
                                      
                                      
                                      164,181LIABILITIES
      OF DISCONTINUED OPERATIONS
                                      
                                      
                                      268,447
                                      
                                      
                                      
                                      311,956Total
      Liabilities
                                      
                                      
                                      489,836
                                      
                                      
                                      
                                      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, 19,183,292 and
      18,780,792 issued and outstanding at December 31, 2008 and March 31, 2008,

                                          respectively
                                      
                                      
                                      1,918
                                      
                                      
                                      
                                      1,878Additional
      paid-in capital
                                      
                                      
                                      1,819,149
                                      
                                      
                                      
                                      1,719,577Accumulated
      deficit
                                      
                                      
                                      (2,185,853
                                      )
                                      
                                      
                                      (1,927,586
                                      )Accumulated
      other comprehensive loss
                                      
                                      
                                      (31,841
                                      )
                                      
                                      
                                      (32,629
                                      )Total
      Stockholders’ Deficit
                                      
                                      
                                      (396,627
                                      )
                                      
                                      
                                      (238,760
                                      )Total
      Liabilities and Stockholders’ Deficit
                                      
                                      $
                                      93,209
                                      
                                      
                                      $
                                      237,377





See
accompanying notes to consolidated financial statements.





3





ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)





Three Months Ended
                          
                          
                          Nine Months EndedDecember
      31,
                          
                          
                          December
      31,2008
                          
                          
                          2007
                          
                          
                          2008
                          
                          
                          2007NET
      SALES
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -COSTS
      AND EXPENSESCost
      of goods sold
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -General
      and administrative
                          
                          
                          20,490
                          
                          
                          
                          33,151
                          
                          
                          
                          74,233
                          
                          
                          
                          129,832Total
      Costs and Expenses
                          
                          
                          20,490
                          
                          
                          
                          33,151
                          
                          
                          
                          74,233
                          
                          
                          
                          129,832NET
      OPERATING LOSS
                          
                          
                          (20,490
                          )
                          
                          
                          (33,151
                          )
                          
                          
                          (74,233
                          )
                          
                          
                          (129,832
                          )OTHER
      INCOME (EXPENSES)Interest
      income
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,152Interest
      expense
                          
                          
                          (17,797
                          )
                          
                          
                          (6,278
                          )
                          
                          
                          (75,884
                          )
                          
                          
                          (6,278
                          )Total
      Other Income (Expenses)
                          
                          
                          (17,797
                          )
                          
                          
                          (6,278
                          )
                          
                          
                          (75,884
                          )
                          
                          
                          (5,126
                          )NET
      LOSS BEFORE TAXES
                          
                          
                          (38,287
                          )
                          
                          
                          (39,429
                          )
                          
                          
                          (150,117
                          )
                          
                          
                          (134,958
                          )PROVISION
      FOR INCOME TAXES
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -LOSS
      FROM CONTINUING OPERATIONS
                          
                          
                          (38,287
                          )
                          
                          
                          (39,429
                          )
                          
                          
                          (150,117
                          )
                          
                          
                          (134,958
                          )LOSS
      FROM DISCONTINUED OPERATIONS
                          
                          
                          (13,525
                          )
                          
                          
                          (45,229
                          )
                          
                          
                          (108,150
                          )
                          
                          
                          (180,885
                          )NET
      LOSS
                          
                          $
                          (51,812
                          )
                          
                          $
                          (84,658
                          )
                          
                          $
                          (258,267
                          )
                          
                          $
                          (315,843
                          )PER
      COMMON SHARE (Basic and diluted)Loss
      from continuing operations per share
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.01
                          )
                          
                          $
                          (0.01
                          )Loss
      from discontinued operations per share
                          
                          
                          (0.00
                          )
                          
                          
                          (0.00
                          )
                          
                          
                          (0.00
                          )
                          
                          
                          (0.01
                          )Net
      loss per share
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.02
                          )WEIGHTED
      AVERAGE SHARES OUTSTANDING
                          
                          
                          19,153,402
                          
                          
                          
                          18,715,792
                          
                          
                          
                          19,021,492
                          
                          
                          
                          18,715,792




See
accompanying notes to consolidated financial statements.





4





ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited)




For the Nine Months Ended
                                          December 31,2008
                                        
                                        
                                        2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                        
                                        $
                                        (258,267
                                        )
                                        
                                        $
                                        (315,843
                                        )Loss
      from discontinued operations
                                        
                                        
                                        108,150
                                        
                                        
                                        
                                        180,885Adjustments
      to reconcile net loss to net cash flows from operating
      activities:Stock
      based compensation
                                        
                                        
                                        2,862
                                        
                                        
                                        
                                        18,045Contribution
      of services
                                        
                                        
                                        -
                                        
                                        
                                        
                                        13,000Changes
      in operating assets and liabilities:Accounts
      receivable
                                        
                                        
                                        -
                                        
                                        
                                        
                                        216Prepaid
      expenses
                                        
                                        
                                        87,134
                                        
                                        
                                        
                                        (20,000
                                        )Accrued
      expenses
                                        
                                        
                                        25,208
                                        
                                        
                                        
                                        32,308Net
      cash used in operating activities- continuing operations
                                        
                                        
                                        (34,913
                                        )
                                        
                                        
                                        (91,389
                                        )Net
      cash used in operating activities- discontinued operations
                                        
                                        
                                        (50,201
                                        )
                                        
                                        
                                        (371,852
                                        )Net
      cash used in operating activities
                                        
                                        
                                        (85,114
                                        )
                                        
                                        
                                        (463,241
                                        )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
                                        
                                        
                                        7,000
                                        
                                        
                                        
                                        -Proceeds from bridge loans
                                        
                                        
                                        25,000
                                        
                                        
                                        
                                        85,000Proceeds from issuing capital stock
                                        
                                        
                                        45,000
                                        
                                        
                                        
                                        -Net
      cash provided by financing activities- continuing
    operations
                                        
                                        
                                        77,000
                                        
                                        
                                        
                                        85,000Net
      cash provided by financing activities- discontinued
    operations
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Net
      cash provided by financing activities
                                        
                                        
                                        77,000
                                        
                                        
                                        
                                        85,000EFFECT
      OF RATE CHANGE ON CASH
                                        
                                        
                                        788
                                        
                                        
                                        
                                        (4,944
                                        )NET
      DECREASE IN CASH
                                        
                                        
                                        (7,326
                                        )
                                        
                                        
                                        (383,185
                                        )CASH,
      BEGINNING OF PERIOD
                                        
                                        
                                        7,785
                                        
                                        
                                        
                                        449,407CASH,
      END OF PERIOD
                                        
                                        $
                                        459
                                        
                                        
                                        $
                                        66,222





See
accompanying notes to consolidated financial statements.





5





ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY





CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED) (Unaudited)





For
      the Nine Months Ended
                      December
      31,2008
                    
                    
                    2007SUPPLEMENTAL
      CASH FLOW DISCLOSURES:Cash
      paid for taxes
                    
                    
                    -
                    
                    
                    
                    -Cash
      paid for interest
                    
                    
                    -
                    
                    
                    
                    -Contribution
      of services by officers and directors
                    
                    
                    -
                    
                    
                    
                    13,000Stock
      based compensation
                    
                    
                    2,862
                    
                    
                    
                    18,045Issuance
      of stock for interest on bridge loans
                    
                    
                    51,750





See
accompanying notes to consolidated financial statements.





6




ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY




NOTES
TO CONDENSED FINANCIAL STATEMENTS (Unaudited)




NOTE A -
BASIS OF PRESENTATION




The
accompanying condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary in order to make the
financial statements not misleading have been included. Results for the three
and nine months ended December 31, 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 an
accumulated deficit of $2,185,853 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.









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 nine months
ended December 31, 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,
      December 31, 2008
                                                
                                                
                                                120,000
                                                
                                                
                                                $
                                                0.50
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                37,500
                                                
                                                
                                                $
                                                0.50
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                -Exercisable
      at December 31, 2008
                                                
                                                
                                                73,333
                                                
                                                
                                                $
                                                0.50
                                                
                                                
                                                
                                                
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                25,000
                                                
                                                
                                                $
                                                0.50
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                -
  (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
                      December
      31,
                    
                    
                    Nine
      Months Ended
                      December
      31,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Net
      Sales
                    
                    $
                    -
                    
                    
                    $
                    222,251
                    
                    
                    $
                    16,866
                    
                    
                    $
                    1,578,932Total
      Costs and Expenses
                    
                    
                    13,526
                    
                    
                    
                    267,938
                    
                    
                    
                    125,075
                    
                    
                    
                    1,761,717Operating
      Loss
                    
                    
                    (13,526
                    )
                    
                    
                    (45,687
                    )
                    
                    
                    (108,209
                    )
                    
                    
                    (182,785
                    )Other
      Income
                    
                    
                    1
                    
                    
                    
                    458
                    
                    
                    
                    59
                    
                    
                    
                    1,900Provision
      for Income Taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Loss
      from discontinued operations before disposal
                    
                    
                    (13,525
                    )
                    
                    
                    (45,229
                    )
                    
                    
                    (108,150
                    )
                    
                    
                    (180,885
                    )Loss
      on Disposal
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Loss
      from Discontinued Operations
                    
                    $
                    (13,525
                    )
                    
                    $
                    (45,229
                    )
                    
                    $
                    (108,150
                    )
                    
                    $
                    (180,885
                    )





8





ZIPGLOBAL
HOLDINGS, INC. AND SUBSIDIARY




NOTES
TO CONDENSED FINANCIAL STATEMENTS (Unaudited)





NOTE E –
DISCONTINUED OPERATIONS (CONTINUED)





December 31,
                            2008
                          
                          
                          March 31,
                            2008ASSETSCash
                          
                          $
                          4,788
                          
                          
                          $
                          41,463Accounts
      Receivable- net
                          
                          
                          36,103
                          
                          
                          
                          81,638Inventory
                          
                          
                          -
                          
                          
                          
                          -Prepaid
      Expenses
                          
                          
                          33,654
                          
                          
                          
                          48,802Property,
      Plant and Equipment- net
                          
                          
                          10,059
                          
                          
                          
                          14,159Assets
      of Discontinued Operations
                          
                          $
                          84,604
                          
                          
                          $
                          186,062LIABILITIESAccounts
      Payable
                          
                          $
                          76,856
                          
                          
                          $
                          93,800Accrued
      Expenses
                          
                          
                          79,819
                          
                          
                          
                          51,708Due
      to Stockholders
                          
                          
                          94,631
                          
                          
                          
                          93,301Deferred
      Revenue
                          
                          
                          -
                          
                          
                          
                          56,006Customer
      Deposits
                          
                          
                          17,141
                          
                          
                          
                          17,141Liabilities
      of Discontinued Operations
                          
                          $
                          268,447
                          
                          
                          $
                          311,956





NOTE F-
BRIDGE LOANS





In
December 2007 and February 2008, the Company received six-month bridge loans
totaling $130,000. The Company has the option to extend the loans for one
additional six-month period. Interest on the loans consists of one restricted
shares of the Company’s stock for each $2 borrowed. If the loans are extended,
the interest will be an additional share of the Company’s stock for each $2
borrowed. Appropriate amount of interest shares are to be issued to the
individual lenders within thirty (30) days after receiving the principal amounts
and, if applicable, thirty (30) days after the additional six-month periods
begin. Based upon the aggregate principal amount of the loans of $130,000, the
Company issued 65,000 shares of restricted common stock. The Company recognized
interest expense of the fair value of the 65,000 shares issued over the
six-month term.  In June of 2008, the Company obtained an additional
bridge loan of $25,000 and issued 12,500 restricted shares.  These
bridge loans have been extended as summarized below:





Date
                  
                  Amount
                  
                  
                  SharesJune
      2008
                  
                  $
                  85,000
                  
                  
                  
                  42,500August
      2008
                  
                  
                  45,000
                  
                  
                  
                  22,500October
      2008
                  
                  
                  25,000
                  
                  
                  
                  12,500December
      2008
                  
                  
                  85,000
                  
                  
                  
                  42,500





For the
nine months ended December 31, 2008, the Company recognized $75,884 in interest
expense related to these 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





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. Our
VoIP business was formally ceased on June 15, 2008 due to its declining
profitability.





Plan
of Operation; Going Concern




As
indicated in the accompanying financial statements, the Company has an
accumulated deficit of $2,185,853 since inception.  Management’s
plans include the raising of capital through short term financing to fund future
operations and the generating of revenue through its business. Failure to raise
capital and generate sales revenues could result in the Company having to
curtail or cease operations.  Additionally, even if the Company does
raise sufficient capital to support its operating expenses and generate
revenues, there can be no assurances that the revenue will be sufficient to
enable it to develop business to a level where it will generate profits and cash
flows from operations. These matters raise substantial doubt about the Company’s
ability to continue as a going concern. However, the accompanying financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business. These financial statements do not include any adjustments relating to
the recovery of the recorded assets or the classification of the liabilities
that might be necessary should the Company be unable to continue as a going
concern.





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





Since
ending our VoIP business, our purpose has been to maintain available limited
revenues and to effect a business combination with an operating business which
we believe has significant growth potential. We are currently considered to be a
“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
December 31, 2008, the Company had $459 cash on hand and $8,146 in prepaid
expenses, as compared to $7,785 and $43,530 at March 31, 2008, respectively. 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.





Results
of Operations





Cash Balance. At December 31,
2008, we had a cash balance o$459 compared to $7,785 at of March 31,
2008.




Assets. Our Assets include
Cash and Prepaid Expenses. At December 31, 2008, our total assets were $93,209
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 $8,146 at December 31, 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





Total Liabilities. Our Total
Liabilities consist of Accrued Expenses, Bridge Loans and an Officer Loan. At
December 31, 2008, our accrued expenses were $489,836 compared to $476,137 at
March 31, 2008. This increase was primarily due to accrued wages for officers
and directors.





Stockholders Deficit. At
December 31, 2008, our stockholders deficit was $396,627compared to $238,760 at
March 31, 2008.





10




Three
Months Ended December 31, 2008 Compared to the Three Months Ended December 31,
2007





Revenues. We had no revenues
for the three months ended December 31, 2008 and 2007.





Costs of Sales. We had no
costs of sales for the three months ended December 31, 2008 and
2007.





General and Administrative
Expenses. For the three months ended December 31, 2008, our general and
administrative expenses were $20,490, compared to $33,151 for the three months
ended December 31, 2007. This decrease was due to decrease in and the
termination of our VoIP operations on June 15, 2008.





Interest
Income.  We had no interest income for the three months ended
December 31, 2008 and 2007.





Interest
Expense.  Interest Expense for the three months ended December
31, 2008 was $17,797, compared to $6,278 for the three months ended December 31,
2008. This increase was due to the interest on the Bridge Loans.





Net Loss. Net Loss for the
three months ended December 31, 2008 was $51,812, compared to $84,658 for the
three months ended December 31, 2008. The decrease was due to a decrease in Net
Loss from Discontinued Operations.  Net Loss Discontinued Operations
decreased to $13,525 for the three months ended December 31, 2008 from $45,229
for the three months ended December 31, 2007 due to less general
overhead.


Nine
Months Ended December 31, 2008 Compared to the Nine months Ended December 31,
2007





Revenues. We had no revenues
for the nine months ended December 31, 2008 and 2007.





Costs of Sales. We had no
costs of sales for the nine months ended December 31, 2008 and
2007.





General and Administrative
Expenses. For the nine months ended December 31, 2008, our general and
administrative expenses were $74,233, compared to $129,832 for the nine months
ended December 31, 2007. This decrease was due to decrease in and the
termination of our VoIP operations on June 15, 2008.





Interest Income.We had no
interest income for the nine months ended December 31, 2008 and $1,152 for the
nine months ended December 31,2007.





Interest Expense. Interest
Expense for the nine months ended December 31, 2008 was $75,884 compared to
$6,278 for the nine months ended December 31, 2008. This increase was due to the
interest on the Bridge Loans.





Net Loss.  Net Loss
was $258,267 for the nine months ended December 31, 2008 compared to $315,843
for the nine months ended December 31, 2008.  The decrease was due to
a decrease in Net Loss from Discontinued Operations.  Net Loss
Discontinued Operations decreased to $108,150 for the three months ended
December 31, 2008 from $189,885 for the three months ended December 31, 2007 due
to less general overhead.


Liquidity and Capital
Resources





At
December 31, 2008, the Company had $459 cash on hand and the Company has an
accumulated deficit of $2,185,853 since inception.  Our primary
sources of funds have been loans from officers and affiliates. The Company is s
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.





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.





11




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 issued 12,500 restricted shares of common
stock due to the bridge loan investor. The terms of this bridge loan are the
same as the bridge loans described above.


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
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 Nine
      months EndedDecember
      31,
                                                                                                                  2008
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              December
      31,
                                                                                                                  2007Net
      Cash Used in Operating Activities
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              (85,114
                                                                                                              )
                                                                                                              
                                                                                                              $$
                                                                                                              (463,241
                                                                                                              )Net
      Cash Provided by Investing Activities
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              0
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              0Net
      Cash Provided by Financing Activities
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              77,000
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              85,000Effect
      of Rate Change on Cash
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              788
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              (4,944
                                                                                                              )Net
      Decrease in Cash
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              (7,326
                                                                                                              )
                                                                                                              
                                                                                                              $
                                                                                                              (383,185
                                                                                                              )Cash,
      Beginning of Period
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              7,785
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              449,407=Cash,
      End of Period
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              459
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              66,222




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.




12





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 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









13




Item
4T. Controls and Procedures





Evaluation
of Controls and Procedures.





In
accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required
to perform an evaluation under the supervision and with the participation of the
Company’s management, including the Company’s principal executive officer and
principal financial officer, of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures as of the end of the
period.





Evaluation
of Disclosure Controls and Procedures




Based on
their evaluation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 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
December 31, 2008 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
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.





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 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.





ITEM 3. DEFAULTS UPON SENIOR
SECURITIES.





None




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.





None





14





ITEM 5. OTHER
INFORMATION.





None





ITEM 6. EXHIBITS.





Exhibit No.
              
              Exhibit31.1
              
              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




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:
      February 13, 2009
              
              ZIPGLOBAL HOLDINGS,
      INC.By:
              /s/
      Michael C. LeeMICHAEL
      C. LEE
                President
      and Chief Executive Officer
                (Principal
      Executive Officer and Principal
                Financial
      and Accounting Officer)




15