**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**







**FORM
      10-QSB**





(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the quarterly period ended**September
                30, 2007**ORo
            TRANSACTION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the transition period
                from ____________________to____________________Commission
                file number:  **333-135134**




**ZIPGLOBAL
                HOLDINGS, INC.**(Exact
                Name of Registrant as Specified in Its
                Charter)





**Delaware**
            
            **20-3837010**(State
                of Other Jurisdiction of Incorporation or
            
            (I.R.S.
                Employer Identification Number)Organization)





**420
                Washington Street, Unit LL-6,****Braintree,
                Massachusetts**
            
            **02184**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





**(781)
                  848-0021**(Registrant’s
                  Telephone Number, Including Area
                  Code)






**N/A**(Former
                Name, Former Address and Former Fiscal Year, If Changed Since Last
                Report)





Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during
      the
      preceding 12 months (or such shorter period that the registrant was required
      to
      file such reports), and (2) has been subject to such filing requirements for
      the
      past 90 days.


o
      Yes x No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


o
      Yes x No





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. 18,715,792
      shares of common stock, par value $0.0001 per share, issued and outstanding
      as
      of November 9, 2007 .




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









**TABLE
      OF CONTENTS**





**Page****PART
                I –
                FINANCIAL INFORMATION**
            3Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            10Item
                3.
            Controls
                and Procedures
            16**PART
                II – OTHER INFORMATION**
            17Item
                1.
            Legal
                Proceedings
            17Item
                2.
            Unregistered
                Sale of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                Upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            18**SIGNATURES**
            19**EXHIBITS**
            20




2


**PART
      I**


**FINANCIAL
      INFORMATION**


**Item
      1. Financial Statements.**





**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





September
                30,
              2007
            
            March
                31,
              2007(Unaudited)**ASSETS**CURRENT
                ASSETSCash
            
            $
            215,546
            
            $
            421,668Short-term
                investment
            
            
            -
            
            
            202,849Accounts
                receivable
            
            
            299,876
            
            
            66,614Inventory
            
            
            33,555
            
            
            34,279Prepaid
                expenses
            
            
            95,247
            
            
            85,708Total
                Current Assets
            
            
            644,224
            
            
            811,118PROPERTY,
                PLANT AND EQUIPMENT, net of accumulated depreciation of $22,350 and
                $16,346, respectively
            
            
            30,978
            
            
            34,407Total
                Assets
            
            $
            675,202
            
            
            845,525**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**CURRENT
                LIABILITIESAccounts
                payable
            
            $
            84,082
            
            $
            103,833Accrued
                expenses
            
            
            86,306
            
            
            46,114Due
                to stockholders
            
            
            86,047
            
            
            101,774Deferred
                revenue
            
            
            64,056
            
            
            35,084Customer
                deposits
            
            
            26,941
            
            
            26,941Total
                Current Liabilities
            
            
            347,432
            
            
            313,746STOCKHOLDERS’
                EQUITYPreferred
                stock, par value $0.0001 per share, authorized 5,000,000 shares,
                none
                issued and outstandingCommon
                stock par value $0.0001 per share, authorized 100,000,000 shares,
                18,715,792 issued and outstanding at September 30, 2007 (unaudited)
                and
                March 31, 2007
            
            
            1,872
            
            
            1,872Additional
                paid-in capital
            
            
            1,657,072
            
            
            1,632,236Accumulated
                deficit
            
            
            (1,328,998
            )
            
            (1,097,813
            )Accumulated
                other comprehensive loss
            
            
            (2,176
            )
            
            (4,516
            )Total
                Stockholders’ Equity
            
            
            327,770
            
            
            531,779Total
                Liabilities and Stockholders’ Equity
            
            $
            675,202
            
            $
            845,525





See
      accompanying notes to condensed consolidated financial statements.




3




**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(UNAUDITED)**





**Three
                Months Ended**
            
            **Six
                Months Ended****September
                30,**
            
            **September
                30,****2007**
            
            **2006**
            
            **2007**
            
            **2006**NET
                SALES
            
            $
            604,654
            
            $
            1,053,047
            
            $
            1,356,681
            
            $
            2,232,140COSTS
                AND EXPENSESCost
                of goods sold
            
            
            554,920
            
            
            1,006,827
            
            
            1,241,665
            
            
            2,143,678General
                and administrative
            
            
            168,763
            
            
            143,595
            
            
            343,014
            
            
            259,836Depreciation
            
            
            3,166
            
            
            1,607
            
            
            5,781
            
            
            3,108Total
                Costs and Expenses
            
            
            726,849
            
            
            1,152,029
            
            
            1,590,460
            
            
            2,406,622NET
                OPERATING LOSS
            
            
            (122,195
            )
            
            (98,982
            )
            
            (233,779
            )
            
            (174,482
            )OTHER
                INCOMEInterest
                income
            
            
            135
            
            
            18
            
            
            2,594
            
            
            496Total
                Other Income
            
            
            135
            
            
            18
            
            
            2,594
            
            
            496NET
                LOSS BEFORE TAXES
            
            
            (122,060
            )
            
            (98,964
            )
            
            (231,185
            )
            
            (173,986
            )PROVISION
                FOR INCOME TAXES
            
            
            -
            
            
            1,055
            
            
            -
            
            
            1,950NET
                LOSS
            
            
            (122,060
            )
            
            (100,019
            )
            
            (231,185
            )
            
            (175,936
            )NET
                INCOME (LOSS) PER COMMON SHARE (Basic and diluted)
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.01
            )WEIGHTED
                AVERAGE SHARES OUTSTANDING
            
            
            18,715,792
            
            
            18,635,792
            
            
            18,715,792
            
            
            18,362,461





See
      accompanying notes to condensed consolidated financial statements.




4




**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**




**Six
                Months Ended**
              **September
                30,****2007**
            
            **2006**CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (231,185
            )
            $
            (175,936
            )Adjustments
                to reconcile net loss to net cash flows from operating
                activities:Depreciation
                and amortization
            
            
            5,781
            
            
            3,108Stock
                based compensation
            
            
            19,336
            
            
            3,237Contribution
                of services
            
            
            13,000
            
            
            78,000Changes
                in operating assets and liabilitiesAccounts
                receivable
            
            
            (233,262
            )
            
            2,364Inventory
            
            
            724
            
            
            (1,783
            )Prepaid
                expenses
            
            
            (17,039
            )
            
            (54,767
            )Accounts
                payable
            
            
            (19,751
            )
            
            (12,183
            )Accrued
                expenses
            
            
            40,192
            
            
            (6,930
            )Deferred
                Revenue
            
            
            28,972
            
            
            (5,656
            )Net
                cash used in operating activities
            
            
            (393,232
            )
            
            (170,546
            )CASH
                FLOWS FROM INVESTING ACTIVITIESShort-term
                investment
            
            
            202,849
            
            
            -Purchases
                of property and equipment
            
            
            (2,352
            )
            
            (4,023
            )Net
                cash provided by (used) in investing activities
            
            
            200,497
            
            
            (4,023
            )CASH
                FLOWS FROM FINANCING ACTIVITIESRepayment
                of loans from stockholders
            
            
            (15,727
            )
            
            -Loans
                from stockholders
            
            
            -
            
            
            12,078Proceeds
                from issuance of common stock
            
            
            -
            
            
            534,430Net
                cash provided by (used in) financing activities
            
            
            (15,727
            )
            
            546,508EFFECT
                OF RATE CHANGE ON CASH
            
            
            2,340
            
            
            (2,852
            )NET
                (DECREASE)/ INCREASE IN CASH
            
            
            (206,122
            )
            
            369,087CASH,
                BEGINNING OF PERIOD
            
            
            421,668
            
            
            375,631CASH,
                END OF PERIOD
            
            
            215,546
            
            
            744,718





See
      accompanying notes to condensed consolidated financial statements.




5


**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**





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


**(UNAUDITED)**





**Six
                Months Ended**
              **September
                30,****2007**
            
            **2006**SUPPLEMENTAL
                CASH FLOW DISCLOSURESCash
                paid for taxes
            
            
            -
            
            
            -Contribution
                of services by officers and directors
            
            
            13,000
            
            
            78,000Stock
                based compensation
            
            
            19,336
            
            
            3,237





See
      accompanying notes to condensed consolidated financial statements.




6




**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**


**(UNAUDITED)**





NOTE
      A -
      BASIS OF PRESENTATION AND BUSINESS OVERVIEW




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, 2007 are not necessarily indicative of the
      results that may be expected for the year ending March 31, 2008. 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, 2007.





In
      August
      2007, the Company halted the operation of its telecommunication minutes resell
      business because of small gross profit margins.




During
      the three months ended September 30, 2007, the Company introduced a new business
      named ZipPay Payment Solutions, which will provide international and domestic
      monetary transfer, credit card processing and a full line of “e-wallet” payment
      solution services. There was no significant activity in the ZipPay Payment
      Solutions business during the three months ended September 30,
      2007.




NOTE
      B -
      GOING CONCERN




As
      indicated in the accompanying financial statements, the Company has incurred
      net
      operating losses of $1,328,998 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 six months ended September 30, 2007, the Company agreed to begin paying
      salaries to its officers and directors. Although no formal employment agreements
      exist, the Company has agreed to pay its officers and directors a total of
      approximately $6,800 per month. For the six months ended September 30, 2007,
      $34,008 has been accrued for officer and director salaries. At September 30,
      2007, $13,603 has not yet been paid.




7


**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**







**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**


**(UNAUDITED)**




NOTE
      C –
CONTRIBUTION OF SERVICES (CONTINUED)




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
      $13,000 and $78,000 in contributed services during the six months ended
      September 30, 2007 and September 30, 2006, respectively.




NOTE
      D-
      STOCK OPTIONS





The
      following table summarizes stock option activity for the six months ended
      September 30, 2007:




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, 2007
            
            
            225,000
            
            $
            0.50
            
            
            
            
            
            
            
            
            307,500
            
            $
            0.50Granted
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Exercised
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            -Cancelled/
                Forfeited
            
            
            (105,000
            )
            
            0.50
            
            
            
            
            
            
            
            
            (95,000
            )
            
            0.50Outstanding,
                September 30, 2007
            
            
            120,000
            
            
            
            
            
            2.22
            
            
            84,000
            
            
            212,500
            
            
            
            
            
            2.89
            
            
            148,750Exercisable
                at September 30, 2007
            
            
            33,333
            
            
            
            
            
            -
            
            
            23,333
            
            
            52,500
            
            
            
            
            
            -
            
            
            36,750




(1)
                The intrinsic value is the difference between the market price of
                the
                stock and the exercise price of the option.





8


**ZIPGLOBAL
      HOLDINGS, INC. AND SUBSIDIARY**




**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2007**


**(UNAUDITED)**





NOTE
      E –
COMPREHENSIVE LOSS





The
      reconciliation of net loss to comprehensive loss is as follows:





**Three
                Months Ended**
            
            **Six
                Months Ended****September
                30,**
            
            **September
                30,****2007**
            
            **2006**
            
            **2007**
            
            **2006**Net
                Loss
            
            $
            (122,060
            )
            $
            (100,019
            )
            $
            (231,185
            )
            $
            (175,936
            )Foreign
                currency translation adjustment
            
            
            3,647
            
            
            (264
            )
            
            2,340
            
            
            (2,852
            )Comprehensive
                Loss
            
            $
            (118,413
            )
            $
            (100,238
            )
            $
            (228,845
            )
            $
            (178,788
            )





9





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**





**Forward-Looking
      Statements**





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




**Business
      Overview**




ZipGlobal
      Holdings, Inc. is a Delaware corporation working through its wholly-owned
      subsidiary Beasley Holdings Limited, a British Virgin Island company located
      in
      Hong Kong and acquired by us in a share exchange consummated in November 2005.
      Through Beasley, we provide Internet telephony services to over 3,400 registered
      subscribers as of September 30, 2007 by utilizing Voice over Internet Protocol,
      or VoIP, technology. While we sell our services to all parts of the world,
      over
      80% of our current customers are located outside of the United States and Canada
      and our growth strategy has been focused on the domestic and international
      Asian
      markets. We also sell telecommunication time to other resellers of
      telecommunication time. In May 2004 and January 2005, we opened sales offices
      in
      Hong Kong and mainland China, respectively, to support direct sales and to
      better serve our customers in Asia.





During
      the three months ended June 30, 2007, we commenced a new business
      initiative called ZipGlobal Cell Phone Direct, which allows U.S. and Canadian
      cell phone users to make international cellular phone calls through ZipGlobal's
      systems. The long distance call is accomplished by having ZipGlobal Cell
      Phone Direct customers call into our switch system through a prepaid telephone
      card number. By dialing into a designated ZipGlobal access
      number, the caller’s cell phone is recognized by our switch system
      and the call is connected. We believe that our ZipGlobal Cell Phone Direct
      program offers competitive rates.





In
      August
      2007, we halted our operation of telecommunication minutes resell business
      because of small gross profit margin.




During
      the three months ended September 30, 2007, we introduced a new business named
      ZipPay Payment Solutions, provides international and domestic monetary transfer,
      credit card processing and a full line of “e-wallet” payment solution services.
      There was no significant activity in the ZipPay Payment Solutions business
      during the three months ended September 30, 2007.





10




We
      have
      incurred net operating losses of $1,328,998 since our inception, and our
      auditors have expressed doubt about our ability to continue as a going concern.
      In order to grow our customer base and revenue, we seeking to grow our business
      by increasing our sales force in Asia. We are pursuing to grow our business
      in
      the near term to capitalize on the current expansion of Internet broadband
      usage
      and to establish ourselves in VoIP market in Asia. We intend to continue to
      pursue growth because we believe it will position us as a viable competitor
      in
      the long term. This strategy, however, will result in further net losses.





***Results
      of Operations***





*Three
      Months Ended September 30, 2007 Compared to Three Months Ended September 30,
      2006*





*Revenues* .
      We
      recognized revenue through our retail sales consisting of the sale of gateway
      kits, subscription services plans and fees and our prepaid ZipGlobal To-Go
      Recharge Cards, resale of blocks of telecommunications time to other
      telecommunication providers. During
      the three months ended June 30, 2007, we commenced our ZipGlobal Cell Phone
      Direct program. The long distance call is accomplished by having ZipGlobal
      Cell Phone Direct customers call into our switch system through a prepaid
      telephone card number. We recognize revenue on our ZipGlobal Cell Phone Direct
      program when a customer uses minutes on his prepaid telephone card. The dollar
      value of unused minutes is not recognized until used and until such time, are
      stated as deferred revenue. During the three months ended September 30, 2007,
      we
      introduced a new business of ZipPay Payment Solutions. No revenues were
      recognized relating to ZipPay Payment Solutions during the three months ended
      September 30, 2007. Our
      overall revenues were $604,564 for the three month period ended September 30,
      2007, compared to $1,053,047 for the three month period ended September 30,
      2006. This decrease was primarily due to the cessation of our telecommunication
      minutes resell business in August, 2007, commenced in February 2005, whereby
      we
      repurchase blocks of VoIP of telephony minutes from telecommunication providers
      and resell them to other telecommunications providers on a usage basis.





*Costs
      of Sales.* The cost
      of sales for our telephony services consists of costs associated with purchasing
      gateway systems and equipment and shipping and handling of gateway systems
      to
      our dealers and our costs associated with our purchases of blocks of time in
      connection with our resell business. The cost of sales for payment solution
      services comprises costs associated with purchasing products from our suppliers
      and handling fees to our services providers. Our costs of sales for the quarter
      ended September 30, 2007 were $554,920 compared to $1,006,827 for the three
      months ended September 30, 2006. This decrease was due to a decrease in our
      purchases of blocks of VoIP telephony time in connection with our resell
      business which was halted in August 2007.





*Gross
      Margins.* During
      the quarter ended September 30, 2007, the Company experienced decreasing
      revenues and increasing gross margins. Gross margins increased from
      approximately 4.4% for the three months ended September 30, 2006 to
      approximately 8.2% for the three months ended September 30, 2007. Sales for
      wholesale minutes declined, however gross margins on wholesale minutes are
      small. Additionally, ZipGlobal Cell Phone Direct sales saw a growth during
      the
      three months ended September 30, 2007. The gross margins for ZipGlobal Cell
      Phone Direct are greater than the gross margins on wholesale minute sales.
      Therefore, when ZipGlobal Cell Phone Direct sales are included, gross margins
      have increased although overall revenues have declined.





*General
      and Administrative Expenses* .
      Our
      general and administrative expenses consist of related overhead costs for sales,
      marketing, customer support, finance, human resources and management. Our
      general and administrative expenses increased to $168,763 for the quarter ended
      September 30, 2007 from $143,595 for the quarter ended September 30, 2006.
      The
      most significant components of general and administrative expenses are salaries,
      contributed services and rent.





*Six
      Months Ended September 30, 2007 Compared to Six Months Ended September 30,
      2006*





*Revenues* .
      We
      recognized revenue through our retail sales consisting of the sale of gateway
      kits, subscription services plans and fees and our prepaid ZipGlobal To-Go
      Recharge Cards, resale of blocks of telecommunications time to other
      telecommunication providers, During
      the three months ended June 30, 2007, we commenced our ZipGlobal Cell Phone
      Direct program. The long distance call is accomplished by having ZipGlobal
      Cell Phone Direct customers call into our switch system through a prepaid
      telephone card number. We recognize revenue on our ZipGlobal Cell Phone Direct
      program when a customer uses minutes on his prepaid telephone card. The dollar
      value of unused minutes is not recognized until used and until such time, are
      stated as deferred revenue. During the three months ended September 30, 2007,
      we
      introduced a new business of ZipPay Payment Solutions. No revenues were
      recognized relating to ZipPay Payment Solutions during the six months ended
      September 30, 2007. Our
      overall revenues were $1,356,681 for the six month period ended September 30,
      2007, compared to $2,232,140 for the six month period ended September 30, 2006.
      This decrease was primarily due to the cessation our resell business in August
      2007, commenced in February 2005, whereby we repurchase blocks of VoIP of
      telephony minutes from telecommunication providers and resell them to other
      telecommunications providers on a usage basis.





11




*Costs
      of Sales.* The cost
      of sales for our telephony services consists of costs associated with purchasing
      gateway systems and equipment and shipping and handling of gateway systems
      to
      our dealers and our costs associated with our purchases of blocks of time in
      connection with our resell business. The cost of sales for payment solution
      services comprises costs associated with purchasing products from our suppliers
      and handling fees to our services providers. Our costs of sales for the six
      months ended September 30, 2007 were $1,241,665 compared to $2,143,678 for
      the
      six months ended September 30, 2006. This decrease was due to a decrease in
      our
      purchases of blocks of VoIP telephony time in connection with our resell
      business which was halted in August 2007.





*Gross
      Margins.* During
      the six months ended September 30, 2007, the Company experienced decreasing
      revenues and increasing gross margins. Gross margins increased from
      approximately 4% for the six months ended September 30, 2006 to approximately
      8.5% for the six months ended September 30, 2007. Sales for wholesale minutes
      declined, however gross margins on wholesale minutes are small.





*General
      and Administrative Expenses* .
      Our
      general and administrative expenses consist of related overhead costs for sales,
      marketing, customer support, finance, human resources and management. Our
      general and administrative expenses increased to $343,014 for the six months
      ended September 30, 2007 from $259,836 for six months ended September 30, 2006.
      The most significant components of general and administrative expenses are
      salaries, contributed services and rent.





***Liquidity
      and Capital Resources***




As
      indicated in the financial statements included in this Quarterly Report, we
      have
      has incurred net operating losses of $1,328,998 since inception. Our 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 our having to curtail or
      cease operations. Additionally, even if we do raise sufficient capital to
      support our operating expenses and generate revenues, there can be no assurances
      that the revenue will be sufficient to enable us to develop business to a level
      where we will generate profits and cash flows from operations. These matters
      raise substantial doubt about our 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 we be unable
      to
      continue as a going concern.




*Cash
      Balance.* At
      September 30, 2007, we had a cash balance of $215,546 compared to $421,668
      as of
      March 31, 2007. We anticipate continuing to rely on private and public equity
      sales of our common stock in order to continue to fund our business operations.
      Issuances of additional shares will result in dilution to our existing
      stockholders. There is no assurance that we will achieve any of additional
      sales
      of our equity securities or arrange for debt or other financing for to fund
      our
      planned business activities.





12




*Short-Term
      Investment.* At
      September 30, 2007, we had a short-term investment of $0 compared to $202,849
      as
      of March 31, 2007. This decrease was due to the redemption of a short-term
      investment to fund our operations.





*Accounts
      Receivable.* At
      September 30, 2007, we had accounts receivable of $299,876, compared to $66,614
      as of March 31, 2007. This increase was due to the launching of ZipGlobal Cell
      Phone Direct.





*Accounts
      Payable.* At
      September 30, 2007, we had accounts payable of $84,082, compared to $103,833
      as
      of March 31, 2007. This decrease was due to the cessation of telephony minutes
      resell business in August 2007





*Accrued
      Expenses.* At
      September 30, 2007, we had accrued expenses of $86,306, compared to $46,114
      as
      of March 31, 2007. This increase was due to the accrual of consultancy fees
      and
      directors’ monthly salaries.





*Deferred
      Revenues.* At
      September 30, 2007, we had deferred revenues of $64,056 compared to $35,084
      as
      of March 31, 2007. This increase was due to an increase in prepaid subscription
      fees from customers from our ZipGlobal Cell Phone Direct program.





Historically,
      our principal uses of cash have been to fund operating losses, which were driven
      by start-up costs associated with opening offices in Asia and the costs of
      developing our technology. We anticipate incurring net losses in the future
      as
      we seek to grow our customer base in Asia through the opening of additional
      sales offices.




To
      implement our growth strategy, we may need to seek additional funding by
      accessing the equity or debt capital markets. In addition, although we do not
      currently anticipate any acquisitions, we may need to seek additional funding
      if
      an attractive acquisition opportunity is presented to us. However, our
      significant losses to date may prevent us from obtaining additional funds on
      favorable terms or at all. Because of our historical net losses and our limited
      tangible assets, we do not fit traditional credit lending criteria, which,
      in
      particular, could make it difficult for us to obtain loans or to access the
      debt
      capital markets.




***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.





13




Inventory




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




Property,
      Plant and Equipment





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





Impairment
      of Long-Lived Assets





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





Income
      Taxes





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





Stock-Based
      Compensation





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


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





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.




14


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





Revenue
      Recognition





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





For
      retail sales, the Company earns revenues from the sale of VoIP gateway boxes
      and
      monthly, usage and activation fees in connection with a customer’s use of the
      Company’s telephony service. Pursuant to the Company’s agreements with its
      dealer representatives, the Company’s sales representatives are required to
      purchase an agreed upon number of VoIP gateway boxes for $75 per box as a
      security deposit. The Company recognizes revenue on the sale of a VoIP gateway
      boxes when a customer purchases the gateway box from a dealer representatives
      when subscribing the Company’s service. The Company furnishes additional gateway
      boxes to a dealer representative on a consignment basis and recognizes revenue
      only when it is sold to a customer. Monthly fees are automatically billed to
      customers each month and are recognized when earned. Usage fees are prepaid
      by
      customers and recognized as revenue based upon customer usage of the minutes.
      Activation fees are charged to customers for the purchase of gateway kits from
      one of our sales representatives and are necessary to utilize VoIP telephony
      minutes. These activation fees, along with the related costs up to but not
      exceeding the activation fees, are deferred and amortized over the estimated
      average customer relationship period. The average customer relationship period
      has been determined to be 13 months based upon the Company’s review of its
      customer retention since inception.




The
      Company records the resale of block VoIP telephony minutes on a gross basis
      as
      the Company has latitude in establishing the resale price, has discretion in
      its
      selection of resale suppliers and has credit risk on the transactions.
      Accordingly, revenue is recognized when persuasive evidence of an arrangement
      exists, delivery has occurred, the fee is determinable and collectibility is
      probable. The resell business was halted in August 2007.





Substantially
      all of our telephony services revenue is derived from monthly subscription
      fees
      that customers are charged under our service plans. We also derive telephony
      services revenue from per minute fees for international calls and for any
      calling minutes in excess of a customer's monthly plan limits. Monthly
      subscription fees are automatically charged to customers' credit or debit cards
      in advance and are recognized over the following month when services are
      provided. Revenue generated from international calls and from customers
      exceeding allocated call minutes under limited minute plans are recognized
      as
      services are provided, that is, as minutes are used, and are billed to a
      customer's credit card in arrears. As a result of our multiple billing cycles
      each month, we estimate the amount of revenue earned from international calls
      and from customers exceeding allocated call minutes under limited minute plans
      but not billed from the end of each billing cycle to the end of each reporting
      period. These estimates are based primarily upon historical minutes and have
      been consistent with our actual results.





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.





15





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 June 30, 2007, the Company no longer accrues
      contributed services for the time officers and directors are compensated
      for.




***Off-Balance
      Sheet Arrangements***




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




**Item
      3. Controls and Procedures.**





(a) *Evaluation
      of Disclosure Controls and Procedures.* Based on
      their evaluation as of the end of the period covered by this Quarterly Report
      on
      Form 10-QSB, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
      Act”)) were effective to ensure that information required to be disclosed by us
      in reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms.





(b) *Changes
      in Internal Controls over Financial Reporting.* There
      were no changes in our internal controls over financial reporting during the
      fiscal quarter covered by this Form 10-QSB that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.




16





**PART
      II**


**OTHER
      INFORMATION**





**Item
      1. Legal Proceedings.**




We
      are
      not currently a party to any legal proceedings.




We
      are
      required by Section 131 of the Delaware General Corporation Law to maintain
      a
      resident agent in the State of Delaware. Our resident agent for this purpose
      is
      Harvard Business Services, Inc. located at 25 Greystone Manor, Lewes, Delaware
      19958. All legal process and any demand or notice authorized by law to be served
      upon us may be served upon our resident agent in the State of Delaware in the
      manner provided in Section 132 of the Delaware General Corporation
      Law.





**Item
      2. Unregistered Sale of Equity Securities and Use of
      Proceeds.**





None.





**Item
      3. Defaults Upon Senior Securities.**





None.





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





None.





**Item
      5. Other Information.**




Contribution
      of Services





During
      the six months ended September 30, 2007, we agreed to begin paying salaries
      to
      our officers and directors. Although no formal employment agreements exist,
      we
      have has agreed to pay our officers and directors a total of approximately
      $6,800 per month. For the six months ended September 30, 2007, $34,008 has
      been
      accrued for officer and director salaries. At September 30, 2007, $13,603 has
      not yet been paid.




Previously,
      we did not pay salaries or fees to our directors and officers. As such, we
      recorded the fair value of services provided by directors and officers, as
      determined by management, as an expense and capital contribution when incurred.
      As we agreed to pay its officers and directors salaries, we no longer accrue
      contributed services. We recognized $13,000 and $78,000 in contributed services
      during the six months ended September 30, 2007 and September 30, 2006,
      respectively.




17





**Item
      6. Exhibits.**




**EXHIBIT
      INDEX**




**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**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Date:
                November 9, 2007
            
            **ZIPGLOBAL
                HOLDINGS, INC.**By:
            */s/
                Michael C. Lee***MICHAEL
                C. LEE**
              President
                and Chief Executive Officer
              (Principal
                Executive Officer and Principal
              Accounting
                Officer)




19




**EXHIBIT
      INDEX**




**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




20