ZipGlobal Holdings, Inc. - FORM 10-Q

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EX-32.1 - ZipGlobal Holdings, Inc.	v209798_ex32-1.htm
EX-31.1 - ZipGlobal Holdings, Inc.	v209798_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2010

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

For the transition period from ___________________________ to ___________________________

Commission file number: 333-135134

ZIPGLOBAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

99 Derby Street Suite 200 Hingham, MA 02043		02043
(Address of Principal Executive Offices)		(Zip Code)

(781) 556-1062

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Copies to:

The Sourlis Law Firm

Virginia K. Sourlis, Esq.

214 Broad Street

Red Bank, New Jersey 07701

T: (732) 530-9007

F: (732) 530-9008

www.SourlisLaw.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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

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

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 2, 2011, there were 22,319,098 shares of common stock, par value $0.0001 per share, issued and outstanding and no shares of preferred stock, par value $0.0001, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4T.	Controls and Procedures	7

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	[Removed and Reserved by the Securities and Exchange Commission]	8
Item 5.	Other Information	8
Item 6.	Exhibits	8

SIGNATURES		9

PART I

Item 1. Financial Statements.

ZIPGLOBAL HOLDINGS, INC.

BALANCE SHEETS

	December 31, 2010			March 31, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	42,062		$	101
Total Current Assets		42,062			101

Total Assets	$	42,062		$	101

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accrued expenses	$	125,599		$	113,641
Bridge loans		155,000			155,000
Amount due from officer		-			600
Total Current Liabilities		280,599			269,241

Total Liabilities		280,599			269,241

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $0.0001 per share, authorized 5,000,000 shares, none issued and outstanding		-			-
Common stock par value $0.0001 per share, authorized 100,000,000 shares, 22,279,098, and 21,428,298 issued and outstanding at December 31 and March 31, 2010, respectively		2,225			2,142
Additional paid-in capital		2,466,264			2,345,535
Accumulated deficit		(2,707,026	)		(2,616,817	)
Total Stockholders’ Deficit		(238,537	)		(269,140	)

Total Liabilities and Stockholders’ Deficit	$	42,062		$	101

See accompanying notes to financial statements.

F-1

ZIPGLOBAL HOLDINGS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	December 31,						December 31,
	2010			2009			2010			2009

NET SALES	$	-		$	-		$	-		$	-

COSTS AND EXPENSES
Cost of goods sold		-			-			-			-
General and administrative		45,825			22,523			78,047			517,315
Total Costs and Expenses		45,825			22,523			78,047			517,315

NET OPERATING LOSS		(45,825	)		(22,523	)		(78,047	)		(517,315	)

OTHER INCOME (EXPENSE)
Other income		-			-			-			14,014
Interest expense		(7,874	)		(9,492	)		(12,162	)		(40,737	)
Total Other Expense		(7,874	)		(9,492	)		(12,162	)		(26,723	)

LOSS BEFORE TAXES		(53,699	)		(32,015	)		(90,209	)		(544,038	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(53,699	)	$	(32,015	)		(90,209	)	$	(544,038	)

PER COMMON SHARE AMOUNTS
(Basic and diluted)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.03	)

WEIGHTED AVERAGE SHARES OUTSTANDING		22,172,545			21,375,908			21,831,232			20,495,422

See accompanying notes to financial statements.

F-2

ZIPGLOBAL HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended December 31,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(90,209	)	$	(544,038	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Stock based compensation		3,375			466,824
Shares issued as interest on bridge loans		12,162			40,737
Changes in operating assets and liabilities:
Accrued expenses		11,958			25,208
Net cash provided by (used in) operating activities		(62,714	)		(11,269	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-
Net cash provided by (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from officer loan		1,300			-
Repayment of officer loan		(1,900	)		-
Proceeds from issuance of common stock		105,275			11,500
Net cash provided by financing activities		104,675			11,500

NET INCREASE IN CASH		41,961			231

CASH, BEGINNING OF PERIOD		101			1,346

CASH, END OF PERIOD	$	42,062		$	1,577

See accompanying notes to financial statements.

F-3

ZIPGLOBAL HOLDINGS, INC.

STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)

	For the Nine Months Ended December 31,
	2010		2009
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for taxes		-		-
Cash paid for interest		-		-

Issuance of stock for interest on bridge loans	$	12,162	$	51,750
Conversion of option for and issuance of stock		1,500		-

See accompanying notes to financial statements.

F-4

ZIPGLOBAL HOLDINGS, INC.

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, 2010 are not necessarily indicative of the results that may be expected for the year ending March 31, 2011. For further information, refer to the financial statements and footnotes thereto included in the ZipGlobal Holdings Inc. annual report on Form 10K for the year ended March 31, 2010.

NOTE B - GOING CONCERN

As indicated in the accompanying financial statements, the Company has incurred net operating losses of $2,707,026 since inception. Management’s plans include merging with or acquiring the assets of private operating companies. Failure to merge with or acquire the assets of private operating companies could result in the Company having to cease operations. Additionally, even if the Company does merge with or acquire the assets of private operating companies, there can be no assurances that it will be sufficient to enable it to develop business to a level where it will generate profits and positive cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE C- BRIDGE LOANS

In December 2007 and February 2008, the Company received six-month bridge loans totaling $130,000. In April 2008, the Company received an additional bridge loan totaling $25,000. The Company has the option to extend the loans for one additional six-month period. Interest on the loans consists of one restricted shares of the Company’s stock for each $2 borrowed. If the loans are extended, the interest will be an additional share of the Company’s stock for each $2 borrowed. Appropriate amount of interest shares are to be issued to the individual lenders within thirty days after receiving the principal amounts and, if applicable, thirty days after the additional six-month periods begin.

Beginning immediately after the one year anniversary of each individual bridge loan, the Company has been extending each bridge loan for additional six month periods. Interest on each bridge loan for all extended six month periods has remained the same and has consisted of one restricted share of the Company’s stock for each $2 borrowed. As of the date of this filing, all individual bridge loans remain in effect. The Company has been issuing interest shares accordingly. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the issuance did not involve a public offering of securities. The Company has issued a cumulative total of 507,500 shares of restricted common stock as interest on these loans.

F-5

ZIPGLOBAL HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)

NOTE C- BRIDGE LOANS (CONTINUED)

The weighted averaged borrowing and interest rates of these bridge loans were $155,000 and 29%, respectively, for the nine months ended December 31, 2010.

Of the bridge loans, $45,000 is with the spouse of the President and CEO of the Company.

NOTE D- OFFICER LOAN

During the year ended March 31, 2010, the Company borrowed $600 from the President and Chief Executive Officer. The borrowing is non-interest bearing and has no repayment terms.

During the nine months ended December 31, 2010, the Company borrowed an additional $1,300 from the President and Chief Executive Officer. The borrowing is non-interest bearing and has no repayment terms.

During the nine months ended December 31, 2010, the Company repaid the $1,900 due the President and Chief Executive Officer.

NOTE E – STOCKHOLDERS’ DEFICIT

During the nine months ended December 31, 2010, the Company renewed $265,000 in bridge loans and issued 132,500 shares of common stock as interest.

On June 9, 2010, the Company issued 300,000 shares at $0.10 in a private placement with an accredited investor and received proceeds of $30,000.

On September 30, 2010, the Company issued 300,000 shares of common stock upon the exercise of a stock option.

On November 15, 2010, the Company issued 65,000 shares at $.52 in a private placement with an accredited investor and received proceeds of $33,800.

On December 1, 2010, the Company issued 53,300 shares at $.75 in a private placement with an accredited investor and received proceeds of $39,975.

NOTE F – STOCK OPTION

On September 29, 2010, the Company entered into a one year consulting agreement with an individual to provide business development and other advisory services. As compensation, the Company issued an option to purchase 300,000 shares of common stock at $0.005. On September 30, 2010, the consultant exercised the option and the Company issued 300,000 shares of common stock. The exercise proceeds of $1,500 were received by the Company in October 2010.

Due to the immediate exercise of the option, the Company valued the option at the intrinsic value of $0.045 per share, or $13,500, which approximates the value computed under the Black-Scholes option pricing model.

F-6

ZIPGLOBAL HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)

NOTE F – STOCK OPTION (Continued)

The following summarizes the stock option activity for the nine months ended December 31, 2010:

	Shares			Weighted Average Exercise Price
Balance, April 1, 2010		-

Granted		300,000		$	0.005
Exercised		(300,000	)	$	0.005
Cancelled/ forfeited
Balance, December 31, 2010		-

Exercisable, December 31, 2010		-

NOTE G – AGREEMENT WITH BUSINESS GROWTH, LLC

On May 31, 2010, the Company signed a Letter of Authorization agreement with Business Growth, LLC, where the Company was authorized the right to market and sell ICLED lighting products under the ZipGlobal Green Lighting Company private label, both individually and with their business associates, on a worldwide basis. ZipGlobal Green Lighting Company is a 100% wholly owned subsidiary of ZipGlobal Holdings, Inc.

There was no cost to acquire this Letter of Authorization agreement. There is an 8% gross sales royalty for all ZipGlobal Green Lighting company sales, that is payable to Business Growth, LLC. The initial term of this Letter of Authorization is for 5 years

NOTE H – SUBSEQUENT EVENT

In January of 2011, the Company issued 40,000 shares and received $40,000 in a private placement with an accredited investor.

F-7

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

Forward-Looking Statements

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

Business Overview; Discontinued Operations

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

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

Beasley Holdings Limited Sale

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

ZipGlobal Green Lighting Company

Plan of Operation

As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $2,707,026 since inception. Management’s plans include generating revenue through its business and developing new markets for its product. Failure to generate adequate sales revenues with adequate margins could result in the Company having to curtail or cease operations. Additionally, even if the Company does generate adequate revenues, there can be no assurances that such revenues will be sufficient to enable it to develop business to a level where it will generate profits and positive cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company has realized limited revenues after deciding to end its VoIP business, and its plan of operation for the next twelve months is to grow its business through marketing and selling ILCED lighting products through the Company’s subsidiary, ZipGlobal Green Lighting Company. The Company may need additional cash advances from its stockholder or loans from other parties to pay for operating expenses until the Company grows its business or 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.

Consulting Agreement

Results of Operations

Cash. At December 31, 2010 and March 31, 2010, we had cash of $42,062 and $101, respectively, on hand.

Total Assets. At December 31, 2010 and March 31, 2010, we had $42,062 and $101, respectively, in Total Assets.

Total Liabilities. At December 31, 2010, we had $280,599 in Total Liabilities, as compared to $269,241 at March 31, 2010. Total Liabilities consist of Accrued Expenses, Bridge Loans and Amounts due to our President and Chief Executive Officer. At December 31, 2010, we had Accrued Expenses of $125,599 as compared to $113,641 at March 31, 2010. At December 31, 2010 and March 31, 2010, we had $155,000 in bridge loans. At December 31, 2010, we had $0 due to our President and Chief Executive Officer, as compared to $600 at March 31, 2010

Three Months Ended December 31, 2010 compared to Three Months Ended December 31, 2009

Revenues. For the three months ended December 31, 2010 and 2009, our revenues were $0.

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 $45,825 for three months ended December 31, 2010 from $22,523 for the three months ended December 31, 2009. The increase was primarily due to payments pursuant to a consulting agreement with a non-affiliated third party.

Other Income. Other income was $0 for the three months ended December 31, 2010 and December 31, 2009.

Interest Expense. Interest expense for the three months ended December 31, 2010 was $(7,874), as compared to $(9,492) for the three months ended December 31, 2009. This decrease was due to different stock prices at the time when the interest was paid.

Net Loss. Net Loss for the three months December 31, 2010 was $(53,699) as compared to $(32,015) for the three months ended December 31, 2009. This increase was due to an increase in General and Administrative costs and expenses.

Nine Months Ended December 31, 2010 compared to Nine Months Ended December 31, 2009

Revenues. For the nine months ended December 31, 2010 and 2009, our revenues were $0.

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 decreased to $78,047 for the nine months ended December 31, 2010 from $517,315 for the nine months ended December 31, 2009. This decrease was due to a decrease in stock based compensation for the nine months ending December 31, 2010 versus the nine months ending December 31, 2009. Stock based compensation decreased from $466,824 for the nine months ended December 31, 2009 to $3,375 for the nine months ended December 31, 2010.

Other Income. Other income was $0 or the nine months ended December 31, 2010 as compared to $14,014 for the nine months ended December 31, 2009. This decrease was due to no revenue in 2010 versus collection of aged receivables that were previously written off in 2009.

Interest Expense. Interest expense for the nine months ended December 31, 2010 was $(12,162) as compared to $(40,737) for the nine months ended December 31, 2009. The decrease was due to different stock prices at the time when the interest was paid.

Net Loss. Net Loss for the nine months ended December 31, 2010 was $(90,209) compared to $(544,038) for the nine months ended December 31, 2009 . This decrease was due to a decrease in stock based compensation for the nine months ending December 31, 2010 versus the nine months ending December 31, 2009.

Liquidity and Capital Resources

As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $2,707,026 since inception. We have incurred significant operating losses since our inception. As a result, we have generated negative cash flows from operations and had an accumulated deficit of $2,707,026 causing our independent auditors to issue a “going concern” opinion. Our primary sources of funds have been loans from officers and from the sale of common stock in a series of private placement offerings.

We borrowed an aggregate of $337,020 from two of our executive officers, $235,246 of which was converted into shares of common stock on March 28, 2006. The remaining $101,774 was sold as part of the sale of Beasley Holdings, Inc. and is non-interest bearing and has not specific repayment date. We also sold an aggregate of 2,185,300 shares of our common stock in private placement transactions consummated in November 2005 and February, May and June 2006 for $0.50 per share, resulting in net proceeds of approximately $1,034,476. We are using the proceeds from the loans and offerings for working capital and other general corporate expenses, including funding operating losses.

In December 2007 and February 2008, the Company received six-month bridge loans totaling $130,000, including a $20,000 bridge loan with Jane Lee, the wife of Michael C. Lee, our President and CEO. 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. On April 1, 2008, the Company received a $25,000 bridge loan from Jane Lee, the wife of Michael C. Lee, our President, CEO and a Director, and issued to Mrs. Lee 12,500 shares of common stock. The maturity date was one year. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the issuance did not involve a public offering of securities.

Beginning immediately after the one year anniversary of each individual bridge loan, the Company has been extending each bridge loan for additional nine month periods. Interest on each bridge loan for all extended nine month periods has remained the same and has consisted of one restricted share of the Company’s stock for each $2 borrowed. As of the date of this filing, all individual bridge loans remain in effect. The Company has been issuing interest shares accordingly. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the issuance did not involve a public offering of securities. The Company has issued a cumulative total of 375,000 shares of restricted common stock as interest on these loans.

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.

On July 17, 2009, the Company issued 1,697,506 shares of common stock to Michael Lee for services rendered. The shares were valued at their last trading price of $0.25 per share. Accordingly, the Company recognized stock based compensation of $424,377.

On July 17, 2009, the Company issued 140,000 shares of common stock to Getting You There, LLC. Virginia K. Sourlis is the sole member of Getting You There, LLC and is the managing partner of The Sourlis Law Firm. The shares issued to Getting You There, LLC were in consideration of legal services rendered by The Sourlis Law Firm to the Company. The shares were valued at their last trading price of $0.25 per share. Accordingly, the Company recognized professional fees of $35,000.

On August 27, 2009, the Company issued 230,000 shares at $0.05 in a private placement and received proceeds of $11,500.

In April of 2010, the Company borrowed $600 from the President and Chief Executive Officer. The borrowing is non-interest bearing and has no repayment terms.

On June 9, 2010, the Company issued 300,000 shares at $0.10 in a private placement with an accredited investor and received proceeds of $30,000. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the issuance did not involve a public offering of securities.

In June 2010, the Company renewed $110,000 in bridge loans and issued 55,000 shares of common stock as interest.

In August 2010, the Company renewed $45,000 in bridge loans and issued 22,500 shares of common stock as interest.

On September 30, 2010, the Company issued 300,000 shares of common stock upon the exercise of a stock option.

On November 15, 2010, the Company issued 65,000 shares at $.52 in a private placement with an accredited investor and received proceeds of $33,800.

On December 1, 2010, the Company issued 53,300 shares at $.75 in a private placement with an accredited investor and received proceeds of $39,975. The shares were issued to an exemption from the registration requirements of the Securities Act afforded the Company under Section 4(2) of the Securities Act due to the fact the issuance was to one accredited investor and therefore, the issuance 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 Ended December 31,
	2010			2009
Net Cash Provided by (Used in) Operating Activities	$	(62,714	)	$	(11,269	)

Net Cash Provided by (Used in) Investing Activities	$	0		$	0

Net Cash Provided by Financing Activities	$	104,,675		$	11,500

Net Increase (Decrease) in Cash	$	41,961		$	231

Cash, Beginning of Period	$	101		$	1,346

Cash, End of Period	$	42,062		$	1,577

Critical Accounting Policies & Estimates

The follow describes critical accounting policies and estimates:

Use of Estimates

It is important to note that when preparing the financial statements in conformity with U.S. generally accepted accounting principles, management is required to make certain estimates and assumptions that affect the amounts reported and disclosed in the financial statements and related notes. Actual results could differ if those estimates and assumptions prove to be incorrect.

Cash and Cash Equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less to be cash equivalents.

Income Taxes

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

Stock-Based Compensation

We account for stock based compensation using the fair value method.

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 former subsidiary, Beasley have considered the U.S. Dollar to be its functional currency. Max International Investment Limited and Zippay Technology Limited, subsidiaries of Beasley, have functional currencies other than the U.S. Dollar. As such, assets and liabilities were translated into U.S. Dollars at the period end exchange rates. Statement of Operations amounts were translated using the average rate during the year. Gains and losses resulting from translating foreign currency financial statements were accumulated in other comprehensive loss, a separate component of stockholder’s equity.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

N/A.

Item 4T. Controls and Procedures.

Evaluation of Controls and Procedures.

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

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2010, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency:

●

We were unable to maintain any segregation of duties within our business operations due to our reliance on a single individual fulfilling the role of sole officer and director. While this control deficiency did not result in any material misstatements to our 2007 through 2010 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness.

To the extent reasonably possible, given our limited resources, our goal is, upon consummation of a merger with a private operating company, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

Changes in Internal Controls.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2010 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.

The disclosure required under this item is not required to be reported by small reporting companies; as such term is defined by Item 503(e) of Regulation S-K.

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

On November 15, 2010, the Company sold 65,000 shares of Common Stock at $0.52 in a private placement with an accredited investor and received proceeds of $33,800. The shares were issued pursuant to an exemption from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded the Company under Section 4(2) of the Securities Act due to the fact the issuance was to one accredited investor and therefore, the issuance did not involve a public offering of securities.

On December 1, 2010, the Company sold 53,300 shares of Common Stock at $0.75 in a private placement with an accredited investor and received proceeds of $39,975. The shares were issued to an exemption from the registration requirements of the Securities Act afforded the Company under Section 4(2) of the Securities Act due to the fact the issuance was to one accredited investor and therefore, the issuance did not involve a public offering of securities.

Item 3. Defaults Upon Senior Securities.

The disclosure required under this item is not required to be reported by small reporting companies; as such term is defined by Item 503(e) of Regulation S-K.

Item 4. [Removed and Reserved by the Securities and Exchange Commission]

Item 5. Other Information.

Subsequent Event

In January 2011, the Company issued 400,000 shares of common stock a private placement with an accredited investor and received proceeds of $40,000. The shares were issued to an exemption from the registration requirements of the Securities Act afforded the Company under Section 4(2) of the Securities Act due to the fact the issuance was to one accredited investor and therefore, the issuance did not involve a public offering of securities.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification by Michael C. Lee, the Principal Executive Officer and Principal Financial Officer of ZipGlobal Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification by Michael C. Lee, the Principal Executive Officer and Principal Financial Officer of ZipGlobal Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

	ZIPGLOBAL HOLDINGS, INC.

Dated: February 2, 2011	By:	/s/ MICHAEL C. LEE
		Michael C. Lee
		President, Chief Executive Officer and Chairman
		(Principal Executive Officer)
		(Principal Financial/Accounting Officer)

Attached files

ZipGlobal Holdings, Inc. Reports

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