UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, ~~2009~~ 2010

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File No. 333-135134

ZIPGLOBAL HOLDINGS, INC.

(Name of small business issuer in its charter)

Delaware		20-3837010
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

99 Derby Street, Suite 200 Hingham, Massachusetts		02043
(Address of principal executive offices)		(Zip Code)

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

Copies to:

The Sourlis Law Firm

Virginia K. Sourlis, Esq.

The Galleria

2214 ~~Bridge~~Broad ~~Avenue~~Street

Red Bank, New Jersey 07701

(732) 530-9007

www.SourlisLaw.com

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 (§ 229.405 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 x No o~~

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter. $5,864,339 based on the closing price of $0.65 on September 30, 2008.Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $2,318,640 based on the closing price of $0.25 on September 30, 2009.

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

As of ~~August~~June 1229, ~~2009~~2010, there were 21,~~098~~783,298 shares of common stock outstanding and no shares of preferred stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None

Table of Contents

			~~PAGE~~	PAGE
PART I				3
	Item 1.	Description of Business.	3	3
	Item 1A.	Risk Factors	6	4
	Item 1B.	Unresolved Staff Comments	9	4
	Item 2.	Description of Property.	9	4
	Item 3.	Legal Proceedings.	9	5
	Item 4.	Submission of Matters to a Vote of Security Holders.	9	5
PART II				6
	Item 5.	Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.	9	6
	Item 6	Selected Financial Data	12	8
	Item 7.	Management’s Discussion and Analysis or Plan of Operation.	12	8
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	17	11
	Item 8.	Financial Statements.	~~F-1~~	12
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	18	13
	Item 9A(T).	Controls and Procedures.	18	13
	Item 9B.	Other Information.	19	14
PART III				14
	Item 10.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act.	19	14
	Item 11.	Executive Compensation.	20	16
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	23	18
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	24	19
	Item 14.	Principal Accountant Fees and Services.	24	20
	Item 15.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	25	20
SIGNATURES			27	22

PART I

FORWARD-LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of ~~ZIPGLOBAL~~ZipGlobal ~~HOLDINGS~~Holdings, ~~INC~~Inc. (the “Company” or “Registrant”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Item 1. DESCRIPTION OF BUSINESS

Current Business Model

The Company’s newly initiated business model targets both working business joint ventures for the existing Company and exploring the possibilities of logical acquisitions that will assist the Company to grow. The Company has initiated conversations with both potential business partners and potential business acquisitions. As part of subsequent events, 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.

General

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.

During the three months ended September 30, 2007, the Company introduced a new business named ZipPay Payment Solutions, which provided 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 fiscal year ended March 31, 2008 and the business has since been discontinued.

Up until March 31, 2008, we were a retail provider of Internet telephony services with over 2,000 registered subscribers. During the quarter ending March 31, 2008, we made the strategic decision to discontinue the VoIP aspect of our business due to its declining profitability. Our VoIP business was formally ceased on June 15, 2008, within this current fiscal year ended March 31, 2009. For the purpose of full disclosure, this annual report will contain a description of our VoIP business as it existed up until the sale of our Beasley Holdings subsidiary on March 31, 2009.

By utilizing next-generation technology called Voice over Internet Protocol, or VoIP technology, as the primary conduit for transmitting multi-way multimedia data, we were able to bypass the high international services rates set by traditional service providers to provide our subscribers with high quality, low-cost communication services comparable to traditional circuit-switch telephone services. Over 40% of our customers were located outside of the United States and Canada, and our strategy was focused on the domestic and international Asian markets. In May 2004 and January 2005, we opened sales offices in Hong Kong and mainland China, respectively, to support direct retail sales and to better serve our customers in Asia.

From February 2005 to August 2007, we also purchased blocks of VoIP telephony minutes from telecommunication providers and resold them to other telecommunication providers. We conducted this portion of our business pursuant to contracts we had with suppliers and purchasers of domestic and long-distance telecommunication minutes pursuant to which we purchased blocks of VoIP minutes and resold them on agreed upon prices without volume commitments. In August 2007, the Company halted the operation of its telecommunication minutes resell business because of small gross profit margins.

Our retail business focused on two major categories of customers: business and residential. We had offered three digital telephone service plan groups, each having an initial activation and monthly fee and with certain features not offered by standard telephone services, including global call forwarding and the ability for subscribers to select local area codes from over 30 countries, including the U.S. and Canada.

Our subscribers utilized our communication services by simply plugging a standard telephone into a VoIP gateway purchased by them from one of our sales representatives. The gateway box worked by converting voice signals into digital data packets for transmission over the Internet. By providing our services through a subscriber’s existing broadband Internet connection, we were able to monitor, maintain and expand our network quickly and efficiently while minimizing capital and operating cost savings.

We were not able to achieve profitability since our inception and as a result we decided to cease our operations in the VoIP business during the fourth quarter ended March 31, 2008 and we formally ceased our VoIP operations on June 15, 2008, within this fiscal year ended March 31, 2009. For purposes of full disclosure as to our operations as they existed within the fiscal year ended March 31, 2009, we have included a description of our discontinued operations in this Form 10-K.

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.

~~Resell Business~~3

Our resell business consisted of our purchase and resale of blocks of domestic and long distance VoIP telecommunication minutes. We conducted our resell business through various contracts we had with providers and purchasers of telecommunication time. Under our purchase contracts, we would pay certain negotiated prices for blocks of domestic and long distance VoIP telephony minutes on an as needed basis. We then would resell those blocks of VoIP telephony minutes pursuant to contracts with other telecommunication providers at agreed upon prices and on as used basis, realizing profits on the price differential between our purchase price and resell price.

Retail Business

Technology

We had developed a number of software systems, such as our web-based billing system that provided our customers with valuable features while simultaneously enabling us to manage our business more efficiently. This system was used until the closing of VoIP business. The software systems remain property of the Company.

In order to use our VoIP telephone services, customers needed to have access to a broadband Internet connection with sufficient bandwidth (generally 60 kilobits per second or more). Before going ending our VoIP business, our system was handling up to an average of 250 simultaneous calls, with decreasing numbers as VoIP ended. Our regional data connection points, which were the facilities at which our network interconnected with the public switched telephone network, were maintained by third party Internet service providers (ISPs), and therefore, our internet capacity and quality of service was dependent to a large degree on such third party ISPs technology over which we had no control.

Sales Process

We utilized sales agents on a commission basis. Pursuant to our dealer agreements, our sales agents provided us with a security deposit of $75 per kit for an initial kit of 50 to 100 kits. There were a nominal number of kits sold during the fiscal year ended March 31, 2007 and March 31, 2008.

Products and Services

Before ending our VoIP business, we had identified two major categories of customers: (1) business and (2) residential users. Business and residential users compiled 18% and 82%, respectively, of our retail business.

Basic Services

Before ending our VoIP business in June 2008, we offered three groups of international telephony service plans: Business, Family and Value. Our service features included:

o Fax – Users could send and receive faxes through our service. Local Numbers – Users could receive phone calls from non-ZipGlobal callers on local numbers with the area of code of their choice for over 30 countries, including the U.S. and Canada. Extended Wireless Calling – Users could make international calls on their mobile phones.

Recognizing that our customers in East Asia required more flexibility in payment methods, we launched the retail package, ZipGlobal To-Go, in April 2007. Once the customers purchase the service kit, which includes a gateway device and 500 free calling minutes, they did not need to worry about activation, cancellation or monthly fees. To use the service, they purchased the To-Go Recharge Cards from dealers and retailers or make credit card payments online. Many of our customers found the To-Go package to be an appropriate gift for numerous occasions.

The table below summarized our plans offered from July 2005 until June 2008.

	Value	Family	Business
Basic Fee	$2.95/month	$19.95/month	$34.95/month
Free Regions	NA	US & Canada	US & Canada
Min Cap	NA	1,000	4,000
Include More Free Zones:	NA	$34.95/month	$54.95/month
Mainland China, Hong Kong, Asia		(2,000 minutes)
Include Even More Free Zones:	NA	NA	$69.95/moth
Japan, Korea, Singapore,
Malaysia, Australia, New
Zealand
US Local Number	$4.95/month	$4.95/month	1 Free number
(DID) Optional	$0.01/minute	Free incoming calls
	Free in-network calls
Canada Local Number	$4.95/month	$4.95/month	$4.95/month
(DID) Optional	$0.02/minute	$0.015/minute	Free incoming calls
	Free in-network calls
International Rates (per minute):
US & Canada	$0.02/minute	$0.01/minute	$0.01/minute
Mainland China	$0.02/minute	$0.01/minute	$0.01/minute
Taiwan	$0.02/minute	$0.015/minute	$0.01/minute
Singapore	$0.025/minute	$0.015/minute	$0.01/minute
Japan	$0.025/minute	$0.015/minute	$0.01/minute

Subscribers’ Locations

At March 31, 2008, we had over 2,000 registered subscribers. The table below lists where they were generally located:

Locations	Percentage of Subscribers
United States		47	%
Canada		12	%
Taiwan		12	%
China		6	%
India		3	%
Hong Kong		2	%
Jordan		2	%
Argentina		1	%
Nigeria		1	%
Caribbean, Europe, Middle East, South East Asia		4.8	%
Other Countries		9.2	%
Total		100	%

Employees

At March 31, ~~2009~~2010, we had. one part time employee. This one part time employee does not include the Corporate Executives.

Patents and Trademarks

We did not own, either legally or beneficially, any patents or trademarks.

Executive Offices

Our principal executive offices are located at 99 Derby Street, Suite 200, Hingham, Massachusetts 02043 and our telephone number is (781) 556-1062.

Summary Financial Information

The table below summarizes (i) our audited balance sheet at March 31, ~~2009~~2010, compared to March 31, ~~2008~~2009 and (iii) our statement of operations for the audited year ended March 31, ~~2009~~2010 compared to March 31, ~~2008~~2009.

	At March 31,
	2009 (Audited)			2008 (Audited)
	2010 (Audited)			2009 (Audited)
Balance Sheet:
Cash	$	~~1,346~~101		$	71,~~785~~346
Total Assets	$	~~1,346~~101		$	~~237~~1,~~377~~346
Total Liabilities	$	~~221~~269,~~781~~241		$	~~476~~221,~~137~~781
Total Stockholders’ Deficit	$	(~~220~~269,~~435~~140	)	$	(~~238~~220,~~760~~435	)

	For the Fiscal Year Ended March 31,
	2009 (Audited)			2008 (Audited)
	2010 (Audited)			2009 (Audited)
Statement of Operations:
Revenue	$	0		$	0
Net Loss	$	(85571,~~349~~253	)	$	(~~829~~85,~~773~~349	)
Net Loss Per Share of Common Stock	$	(0.0003	)	$	(0.0400	)

Available Information

We are subject to the information reporting requirements of the Exchange Act, and, accordingly, are required to file periodic reports, including quarterly and annual reports and other information with the Securities and Exchange Commission. Such reports and other information may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically. The address of the website is http://www.sec.gov.

Item 1A. RISK FACTORS

~~RISKS ASSOCIATED WITH OUR BUSINESS~~N/A

In addition to the other information in this report, the following risks should be considered carefully in evaluating our business and prospects:

We are a shell company. An investment in the company is highly speculative in nature and involves an extremely high degree of risk.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management’s personal pecuniary interest and its fiduciary duty to our stockholders. Further, our management’s own pecuniary interest may at some point compromise its fiduciary duty to our stockholders. In addition, our officers and directors are currently involved with other blank check companies and conflicts in the pursuit of business combinations with such other blank check companies with which they and other members of our management are, and may be the future be, affiliated with may arise. If we and the other blank check companies that our officers and directors are affiliated with desire to take advantage of the same opportunity, then those officers and directors that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.

Because we have nominal assets and minimal operations, we are considered a shell company and our business is difficult to evaluate.

In August 2007, the Company halted the operation of its telecommunication minutes resell business because of small gross profit margins. Additionally, during the quarter ending March 31, 2008, the Company made the strategic decision to discontinue the VoIP aspect of its business due to its declining profitability. The VoIP business was formally ceased on June 15, 2008. These businesses represent the majority of the Company’s operations and have been accounted as a discontinued operation.

Because we nominal operations and minimal assets, we are considered to be a shell company under the Securities Exchange Act of 1934, as amended. As a shell check company, the Company’s business is to pursue a business combination through acquisition, or merger with, an existing company. As of the date of the financial statements, the Company has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. No assurances can be given that the Company will be successful in locating or negotiating with any target company. Since inception, the Company has been engaged in organizational efforts.

As the Company no longer has operations or produces revenue and has only nominal assets and operations., there is a risk that we will be unable to continue as a going concern and consummate a business combination. The Company no longer has operations or revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

There is competition for those private companies suitable for a merger transaction of the type contemplated by management.

The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

Our business will have no revenues unless and until we merge with or acquire an operating business.

We are an early stage company and currently have limited revenues from operations. We may not realize any increasing revenues unless and until we successfully merge with or acquire an operating business.

We may issue more shares in a merger or acquisition, which will result in substantial dilution.

Our certificate of incorporation authorizes the issuance of a maximum of 100,000,000 shares of common stock and a maximum of 5,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

We haven’t conducted any market research nor identified any business opportunities, which may affect our ability to identify a business to merge with or acquire.

The Company has neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Management owns a majority of our common stock and is be able to direct the operations of the Company otherwise subject to stockholder vote under the Delaware General Corporation Law.

Our officers and directors own approximately 55.5% of the issued and outstanding common stock of the Company. Their majority ownership of the issued and outstanding voting securities enables them to direct the affairs of the Company which would otherwise be subject to the consent of a majority of the Company’s stockholders, including but not limited to, amending the Company’s certificate of incorporation and by-laws, electing directors to the Board, selling all or substantially all of the Company’s assets and/or entering into one or more other transactions otherwise subject to stockholder consent under the Delaware General Corporation Law. Management’s concentration of voting power might make an investment in our common stock or other securities less attractive to investors or other strategic partners.

Risks Related to our Common Stock

Our Common Stock is be subject to SEC’s “penny stock” rules which may affect your ability to sell your shares.

Our Common Stock is subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. Because our securities are subject to the "penny stock rules," investors will find it more difficult to dispose of our securities. Our common stock will be subject to the SEC’s rules relating to “penny stocks.”

Our preferred stock may be used to avoid a change in control of the Company, which could prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then current market price for their shares.

Our Certificate of Incorporation authorizes the issuance of 5,000,000 shares of preferred stock, $0.0001 par value, with designations, rights and preferences determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although there are no shares of preferred stock currently issued and outstanding and we have no present intention to issue any shares of preferred stock, no assurance can be given that it will not do so in the future.

Such provisions could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices. Any delay or prevention of, or significant payments required to be made upon, a change of control transaction or changes in our board of directors or management could deter potential acquirers or prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then current market price for their shares.

Our Certificate of Incorporation requires us to indemnify our directors, employees and consultants and other permitted persons to the fullest extent under the Delaware General Corporation Law which could have a material adverse effect on our business operations, causing you to lose your investment

Our Certificate of Incorporation, as permitted under the Delaware General Corporation Law, or the DGCL, provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, for dividend payment or stock repurchases illegal under Delaware law or for any transaction in which a director has derived an improper personal benefit. Also, our Certificate of Incorporation requires us, to the fullest extent permitted under the DGCL, as such law may be amended or supplemented from time to time, any and all persons whom we shall have the power to indemnify under the DGCL, including employees and consultants, and which indemnification will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled whether as a matter of law, under our bylaws, by agreement, by vote of our stockholders or disinterested directors of the company or otherwise. Any of our resources, including money and time, expending in indemnifying any such persons could have a material adverse effect on our business operations, causing you to lose your investment.

Item 1B. Unresolved Staff Comments

~~Not applicable.~~None

Item 2. Properties.

Executive Offices – United States. Since December 1, 2008, our principal executive offices are located at 99 Derby Street, Suite 200, Hingham, Massachusetts 02043 and our telephone number is (781) 556-1062. We pay $250 per month for our use of this space.

Until February 28, 2008, we had leased an approximately 1,060 square feet space in Braintree, Massachusetts at $1,060 per month for our U.S. executive offices. The lease expired on February 28, 2008. The Company remained tenants until November, 2008. Beginning December, 2008, the Company has been located at its current location.4

Sales Office – Guangzhou, China. We currently lease sales office space consisting of approximately 2,400 square feet located at Rooms 9,11,13 and 15 of North Tower, 21st Floor, Huasheng Building, No. 102 Middle Xianlie Road, Yue Xiu District, Guangzhou for a monthly rental fee of approximately $1,150 and a monthly management fee of approximately $546. The term of the lease commenced on September 1, 2006 and expires on September 30, 2008. On May 1, 2008, the Company sub leased the offices to a third party Company and currently has no responsibility for the remainder of the lease. The Company currently has no China offices.

Sales Office – Hong Kong. We had leased office space consisting of approximately 993 square feet located at Flat A, 17th Floor, Capital Building, 6-10 Sun Wui Road, Causeway Bay, Hong Kong for a monthly rental fee of approximately $1,145 and a monthly management fee of approximately $335. The term of the lease commenced on April 15, 2006 and which expired on April 14, 2008. The Hong Kong office was closed on April 14, 2008. The Company currently has no Hong Kong offices.

Item 3. Legal Proceedings.

The Company is not party to any legal proceedings nor is it aware of any investigation, claim or demand made on the Company that may reasonably result in 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 4. Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Since March 14, 2007, our common stock has been listed for trading on the OTC Bulletin Board, or OTCBB, under the ticker symbol, “ZIPG.” Stocks traded on the OTCBB Sheets are usually thinly traded, highly volatile, and not followed by analysts. Investors in our common stock may experience a loss or liquidity problem with their share holdings.

The holders of the Company’s common stock are entitled to one vote per share. The common stock holders do not have preemptive rights to purchase, subscribe for, or otherwise acquire any shares of common stock.

Prior to our listing on the OTCBB, there was no active trading in the Company’s common stock. Upon the effectiveness of our Registration Statement on Form SB-2, as amended (File No.: 333-135134) on November 8, 2006, the Company requested that a broker-dealer / market maker submit an application to the NASD in order to make a market for the Company's shares and for the shares to be quoted on the OTC Bulletin Board. The Company’s application consisted of current corporate information, financial statements and other documents as required by Rule 15c2-11 of the Exchange Act. Inclusion on the OTC Bulletin Board permits price quotations for the Company's shares to be published by such service. Secondary trading of the Company's shares may, however, be subject to certain state imposed restrictions. Except for being quoted on the OTC Bulletin Board, there are no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of the Company's securities.

The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, the Company has no plans to register its securities in any particular state. Further, the Company's shares are be subject to the provisions of Section 15(g) and Rule 15g- 9 of the Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the SEC. Broker- dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse), are subject to additional sales practice requirements.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in the Company's common stock and may affect the ability of stockholders to sell their shares.

At March 31, ~~2009~~2010, the Company had 1921,~~205~~405,~~792~~ 798 shares of common stock issued and outstanding. At March 31, ~~2009~~2010, there were approximately 105 holders of record of our common stock. The record holders include some brokerage firms and nominees who may be holding shares in “street name” for the benefit of other holders. The Company believes that the number of beneficial owners of its ~~common~~ common stock is slightly higher than the number of record holders.

The range of high and low bid information for our common stock on the OTCBB since the Company’s listing on the OTCBB on March 14, 2007 is set forth below. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. There was a limited trading market for our common stock during the period reflected below:

106

Period	Low Bid ($)		High Bid ($)
Year Ended 3/31/2011
First Quarter (as of June 25 2010)		0.05		0.05
Year Ended 3/31/2010
Second Quarter (as of August 10, 2009)		0.40		0.40
Fourth Quarter		0.05		0.05
Third Quarter		0.05		0.05
Second Quarter		0.40		0.40
First Quarter		0.40		0.45
Year Ended 3/31/09
Fourth Quarter		0.10		0.65
Third Quarter		0.65		0.65
Second Quarter		0.65		0.25
First Quarter		0.55		0.95
Year Ended 3/31/08
Fourth Quarter		0.55		1.03
Third Quarter		1.01		1.01
Second Quarter		1.20		1.20
First Quarter		1.10		1.50
Year Ended 3/31/07
Fourth Quarter		1.50		1.50

Dividend Policy

We have never declared or paid dividends on our common stock. We currently intend to retain all future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on common stock in the foreseeable future. Any future dividends will be at the discretion of the board of directors, after taking into account various factors, including among others, operations, current and anticipated cash needs and expansion plans, the income tax laws then in effect, the requirements of Nevada law, and any restrictions that may be imposed by our future credit arrangements.

Transfer Agent

Our transfer agent is Standard Registrar and Transfer Corporation located at 12528 South 1840 East, Draper 4455 South 700 East, Suite 200, Salt Lake City, Utah 84020, telephone number (801) 571-8844.

Recent Sales of Unregistered Securities

On October 27, 2005, the Company issued 100,000 shares of common stock for total consideration of $100 to the sole shareholder of the Company 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 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~~ the individual lenders within thirty (30) days after receiving the principal ~~amounts~~ amounts and, if applicable, thirty (30) days after the additional six-month ~~periods~~ periods begin. On ~~The~~April ~~Company~~1, ~~has~~2008, ~~issued~~the Company received a ~~total~~$25,000 bridge loan from Jane Lee, the wife of ~~220~~Michael C. Lee,~~000~~ our President, CEO and a Director, and issued to Mrs. Lee 12,500 shares of ~~restricted~~ common stock. asThe ~~interest~~maturity date onwas ~~these~~one ~~loans~~year. The ~~Interest~~Company ~~expense~~issued ~~totaling~~these ~~$119,125~~shares ~~has~~under ~~been~~the ~~recognized~~exemption ~~through~~from ~~March~~registration 31afforded the Company under Section 4(2) of the Securities Act of 1933, ~~2009~~as amended, due to the fact that the issuance did not involve a public offering of securities.

~~On April~~Beginning 1,immediately ~~2008,~~after the ~~Company~~one ~~received~~year aanniversary ~~$25,000~~of each individual bridge loan, ~~from~~the Company ~~Jane~~has ~~Lee,~~been ~~the~~extending ~~wife~~each ~~of Michael~~bridge Cloan for additional six month periods. Interest ~~Lee,~~on ~~our~~each ~~President,~~bridge ~~CEO~~loan ~~and~~for aall ~~Director,~~extended ~~and~~six ~~issued~~month toperiods ~~Mrs.~~has ~~Lee~~remained ~~12,500~~the ~~shares~~same and has consisted of ~~common~~one ~~stock.~~restricted ~~The~~share ~~maturity~~of ~~date~~the ~~was~~Company’s ~~one~~stock ~~year.~~for Oneach $2 ~~April~~borrowed. 1,As ~~2009,~~of the ~~Company~~ ~~extended~~date ~~the~~of ~~loan~~this ~~for~~filing, anall ~~additional~~individual ~~year~~bridge ~~period~~loans ~~and~~remain in ~~issued~~effect. anThe ~~additional 12,500~~Company ~~shares~~has tobeen ~~Mrs.~~issuing ~~Lee~~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.

On ~~June~~July 417, 2009, the Company ~~extended~~issued ~~the $10~~1,~~000~~697,506 ~~bridge~~shares ~~loan~~of ~~from~~common ~~Joe~~stock ~~C. Chung and issued~~ to ~~Mr.~~Michael ~~Chung~~Lee ~~5,000~~for services ~~shares of common stock~~rendered. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the issuance did not involve a public offering of securities.

On ~~June~~July 417, 2009, the Company ~~extended~~issued ~~the $50~~140,000 ~~bridge~~shares ~~loan~~of ~~from~~common ~~Angus~~stock &to ~~Bonnie~~Getting You ~~Mui~~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 ~~them~~Getting You 25There,~~000~~ ~~shares~~LLC were in consideration of ~~common~~legal ~~stock~~services rendered by The Sourlis Law Firm to the Company. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the issuance did not involve a public offering of securities.

On ~~June~~August 427, 2009, the Company ~~extended~~issued ~~the $25~~230,000 ~~bridge~~shares ~~loan~~at ~~from~~$0.05 ~~Nicholas~~in ~~& Geraldine~~a ~~Romano~~private placement and received ~~issued~~proceeds toof ~~then 12~~$11,500 ~~shares of common stock~~. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended, due to the fact that the issuance did not involve a public offering of securities.

117

On ~~July~~June 179, ~~2009~~2010, the Company issued 1300,~~697,506~~000 shares ofat ~~common~~$0.10 ~~stock~~in toa ~~Michael~~private ~~Lee~~placement ~~for~~with ~~services~~an ~~rendered~~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.

On July 17, 2009, the Company issued 140,000 shares of common stock to Getting You There, LLC. Virginia K. Sourlis is the sole member of Getting You There, LLC and is the managing partner of The Sourlis Law Firm. The shares issued to Getting You There, LLC were in consideration of legal services rendered by The Sourlis Law Firm to the Company. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis or Plan of Operation.

You should read the following discussion together with "Selected Historical Financial Data" and our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors, including the factors we describe under "Risk Factors," "Special Note Regarding Forward-Looking Statements" and elsewhere in this annual report.

Business Overview

Before our March 31, 2008 year end, we made the strategic decision to discontinue the VoIP aspect of our business due to its declining profitability.

We formally ceased our VoIP operations on June 15, 2008. ~~Please see Item I for a description of our products and services offered up until the time when we ended our VoIP business.~~

Beasley Holdings Limited Sale

Plan of Operation

As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $2,~~045~~616,~~564~~817 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 maintain available limited revenues and locate a suitable acquisition or merger candidate and consummate a business combination. The Company may need additional cash advances from its stockholder or loans from other parties to pay for operating expenses until the Company consummates a merger or business combination with a privately-held operating company. Although it is currently anticipated that the Company can satisfy its cash requirements with additional cash advances or loans from other parties, if needed, for at least the next twelve months, the Company can provide no assurance that it can continue to satisfy its cash requirements for such period.

Since ending our VoIP business on June 15, 2008, our purpose has been to maintain available limited revenues and to effect a business combination with an operating business which we believe has significant growth potential. We are currently considered to be a “blank check” company in as much as we have no specific business plans, no operations, or revenues. We currently have no definitive agreements or understanding with any prospective business combination candidates and have not targeted any business for investigation and evaluation nor are there any assurances that we will find a suitable business with which to combine. The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of securities in the company.

Discontinued Operations

In August 2007, the Company halted the operation of its telecommunication minutes resell business because of small gross profit margins. Additionally, during the quarter ending March 31, 2008, the Company made the strategic decision to discontinue the VoIP aspect of its business due to its declining profitability. The VoIP business was formally ceased on June 15, 2008. These businesses represent the totality of the Company’s operations and have been accounted for as a discontinued operation.

Results of Operations

Before our March 31, 2008 year end, we made the strategic decision to discontinue the VoIP aspect of our business due to its declining profitability. We formally ceased our VoIP operations on June 15, 2008.

~~The following~~Cash. isAt ~~a result of Operations for the last fiscal year ending~~ March 31, 2010 and 2009, ~~which was the time period up until the point when~~ we ~~made~~had ~~the~~cash ~~decision~~of ~~to discontinue~~$101 ~~our~~and ~~operations~~$1,346, inrespectively, ~~the~~on ~~VoIP business~~hand.

~~Cash~~Total Assets. At March 31, ~~2009 and~~ ~~2008~~2010, we had ~~cash~~$101 ofin $1total assets,~~346~~ ~~and~~as compared to $71,~~785,~~346 ~~respectively,~~at onMarch ~~hand~~31, 2009.

Total ~~Assets~~Liabilities. Total Liabilities consist of Accrued Expenses, Bridge Loans and Amounts due to our President and Chief Executive Officer. At March 31, ~~2009~~ 2010, we had ~~$1,346~~Accrued Expenses inof ~~total assets~~$113,641 as compared to $~~237~~66,~~377~~781 at March 31, ~~2008~~2009. At March 31, 2010 ~~The~~and ~~decrease~~2009, ~~was~~we ~~due~~had ~~our~~$155,000 ~~cessation~~in ofbridge loans. At March 31, 2010, we had $600 in amounts due our ~~VoIP~~President ~~business~~and onChief ~~June~~Executive 15Officer, compared to $0 at ~~2008~~March 31, 2009.

~~Total~~Net ~~Liabilities~~Loss. ~~Total~~Up until we ceased ~~Liabilities~~our ~~consist~~VoIP Business on June 15, 2008, we recognized revenue through our retail sales consisting of ~~Accrued~~the ~~Expenses~~sale of gateway kits, subscription services plans and fees ~~Bridge~~and ~~Loans~~our prepaid ZipGlobal To-Go Recharge Cards and through our resale of blocks of telecommunications time to other telecommunication providers. AtAs indicated ~~March~~in ~~31,~~the ~~2009~~accompanying financial statements, wethe Company has incurred ~~had~~cumulative ~~Accrued~~net ~~Expenses~~operating losses of $662,~~781~~616,817 assince ~~compared~~inception. Our overall net loss increased to $65571,~~621.~~253 ~~This~~for ~~was~~the ~~due~~fiscal ~~to administrative~~year ~~expenses.~~ended At March 31, ~~2009~~2010 from $85,349 for the ~~outstanding~~fiscal ~~balance~~year ofended ~~our Bridge~~March ~~Loans~~31, ~~was~~2009. This ~~$155,000~~increase aswas ~~compared~~primarily due to ~~$130,000~~the atvaluation ~~March~~of ~~31,~~issued interest shares and for services issued ~~2008~~shares.

~~Net~~General ~~Loss.~~and ~~Up until we ceased~~Administrative ~~our~~Expenses. ~~VoIP~~Our ~~Business~~general onand ~~June~~administrative ~~15,~~expenses ~~2008,~~consist weof ~~recognized~~related overhead ~~revenue~~costs ~~through~~for ~~our retail~~ sales, ~~consisting~~marketing, ofcustomer ~~the~~support, ~~sale of gateway kits~~finance, ~~subscription~~human ~~services plans and~~resources ~~fees~~ and ~~our~~management. ~~prepaid~~Our ~~ZipGlobal~~general ~~To-Go Recharge Cards~~ and ~~through~~administrative ~~our~~expenses ~~resale~~increased ~~of blocks of telecommunications time~~ to ~~other telecommunication providers. As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of~~ $2541,~~045,564 since inception. Our overall net~~043 ~~loss decreased to $85,349~~ for the fiscal year ended March 31, ~~2009~~2010, from ~~approximately~~ $~~829~~107,~~773~~116 for the fiscal year ended March 31, ~~2008~~2009. This ~~decrease~~ increase was primarily due to ~~our~~the valuation ~~cessation~~ of ~~our~~issued ~~VoIP~~interest ~~business~~shares onand ~~June~~for ~~15,~~services ~~2008~~issued shares.

Costs of Sales. The cost of sales 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. We had no costs of sales for the fiscal years ended March 31, 2009 and 2008.

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 $107,116 for the fiscal year ended March 31, 2009 from $140,994for the fiscal year ended March 31, 2008. This decrease was primarily due to our cessation of our VoIP business on June 15, 2008 and a decrease in our staff.

Liquidity and Capital Resources

As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $2,~~045~~616,~~564since~~817 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 stockholders’ deficit of $~~220~~2,~~435~~616,817 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.

13In 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.

InBeginning ~~December~~immediately ~~2007~~after ~~and~~the ~~February~~one ~~2008,~~year ~~the~~anniversary ~~Company~~of ~~received~~each ~~six-month~~individual bridge ~~loans totaling $130~~loan,~~000.~~ ~~The~~ the Company has ~~the~~been ~~option~~extending toeach ~~extend~~bridge ~~the~~loan ~~loans~~ for ~~one~~ additional six- month ~~period~~periods. Interest on each bridge loan for all extended six month periods has remained the same ~~loans~~and ~~consists~~has consisted of one restricted ~~shares~~ share of the Company’s stock for each $2 borrowed. IfAs of the ~~loans~~date ~~are~~of ~~extended~~this filing, ~~the~~ ~~interest~~all ~~will~~individual bebridge anloans ~~additional~~remain in ~~share~~effect. ofThe ~~the~~ Company’s ~~stock~~has ~~for~~been ~~each~~issuing ~~$2 borrowed.~~interest ~~Appropriate~~shares ~~amount~~accordingly. ofThe ~~interest~~Company issued these shares ~~are~~under tothe beexemption ~~issued~~from toregistration afforded the Company ~~individual~~under ~~lenders~~Section ~~within thirty~~ 4(302) ~~days~~of ~~after~~the ~~receiving~~Securities ~~the~~Act ~~principal~~of ~~amounts and~~1933, ifas ~~applicable~~amended, ~~thirty~~due ~~(30)~~to ~~days~~the ~~after~~fact that the ~~additional~~issuance ~~six-month~~did ~~periods~~not involve a public offering of ~~begin~~securities. The Company has issued a cumulative total of ~~220~~375,000 shares of restricted common stock as interest on these loans. ~~Interest expense totaling $119,125 has been recognized through March 31, 2009.~~

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. On April 1, 2009, the Company extended the loan for an additional year period and issued an additional 12,500 shares to Mrs. Lee. The Company issued these shares under the exemption from registration afforded the Company under Section 4(2) of the Securities Act of 1933, as amended.

At March 31, 2009, the outstanding balance of the bridge loans was $155,000.

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.

InOn July 17, 2009, the Company ~~extended~~issued ~~the $110~~1,~~000~~697,506 inshares ~~Bridge~~of ~~Loans~~common ~~and~~stock ~~issued~~to ~~55,000~~Michael ~~shares~~Lee for ofservices ~~restricted common stock~~rendered. The ~~Company~~shares ~~issued~~were ~~these~~valued ~~shares~~at ~~under~~their ~~the~~last ~~exemption~~trading price ~~from~~of ~~registration~~$0.25 ~~afforded~~per share. Accordingly, the Company ~~under~~recognized ~~Section~~stock ~~4(2)~~based compensation of ~~the Securities Act of 1933~~$424, ~~as amended~~377.

~~Cash Balance. At March 31, 2009, we had $1,346 of cash on hand.~~9

~~Cash~~On ~~and~~July 17, ~~Cash~~2009, ~~Equivalents~~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 ~~Short-Term~~the ~~Investment~~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.

~~The Company~~On ~~considers all highly-liquid investments with an original maturity of~~August ~~three~~27, ~~months~~2009, orthe ~~less~~Company toissued be230,000 ~~cash~~shares ~~equivalents~~at $0.05 ~~The~~in ~~Company~~a ~~has~~private ~~invested~~placement ~~a portion~~and ofreceived ~~its~~proceeds ~~temporary cash in a Certificate~~ of ~~Deposit~~$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 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.

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

CRITICAL ACCOUNTING PRINCIPALS

Cash and Cash Equivalents

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

Fair Values of Financial Instruments

The Company uses financial instruments in the normal course of business. The carrying values of ~~accounts receivable, accounts payable,~~ accrued expenses, ~~due to~~bridge ~~stockholders~~loans, ~~customer deposits~~ and ~~other~~amounts ~~current~~due ~~liabilities~~to ~~approximate~~officer approximate their fair value due to the short-term maturities of these ~~assets and~~ liabilities.

Property, Plant and Equipment

Property, plant and equipment is stated at cost and is 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.

Income Taxes

The Company accounts for income taxes in accordance with ~~Statement~~the of Financial ~~Accounting~~ Accounting Standards ~~No.~~Board ~~109,~~ (“FASB”) Accounting ~~for~~Standards ~~Income~~Codification ~~Taxes”~~ (“~~SFAS 109~~ASC”). ~~SFAS~~Topic 740, ~~109~~Income Taxes. ASC Topic 740 requires the determination of deferred tax assets and liabilities based on the differences between the financial statement and income tax bases of assets and liabilities, 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. In determining the valuation allowance, the Company considers factors such as the reversal of deferred income tax liabilities, projected taxable income and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense.

Net Loss per ~~Per~~ Common Share

The Company computes per share amounts in accordance with ~~Statement~~ASC ofTopic ~~Financial Accounting Standards (“SFAS”) No. 128~~260, “Earnings per Share”. ~~SFAS~~ASC ~~No. 128~~Topic 260 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.

Inventory

Inventories are stated at the lower of cost or market value. Cost is determined based upon the first-in, first-out (FIFO) method. At March 31, 2008, the Company wrote off the entire amount of its inventory, with a cost basis of $31,073, due to the cessation of the Company’s VoIP operations which made the inventory obsolete. This loss is included with discontinued operations.

Stock-Based Compensation

The Company accounts for stock based compensation using the fair value method.

The Company accounts for stock issued for services using the fair value method. The ~~In accordance with Emerging Issues Task Force (“EITF”) 96-18, the~~ measurement date of shares issued for services is the date at which the counterparty’s performance is complete.

Software Costs

Software development costs are accounted for in accordance with SFAS No. 86 “Accounting for the Costs of Computers, Software to be Sold, Leased, or Otherwise Marketed” and SOP No. 98-1 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.”

Revenue Recognition

The Company earned revenue through the retail sales of VoIP telephony minutes and through the resale of block VoIP telephony minutes to other telecommunications providers.

Retail business-

For retail sales, the Company earned revenues from monthly fees, usage fees and activation fees and from the sales of gateway kits to customers for use of the service. Monthly fees were automatically billed to customers each month and were recognized when earned. Usage fees prepaid by customers were recognized as revenue based upon customer usage of the minutes. Activation fees were charged to customers for the purchase of gateway kits which were necessary to utilize VoIP telephony minutes. These activation fees, along with the related costs up to but not exceeding the activation fees, were deferred and amortized over the estimated average customer relationship period. During the quarter ending March 31, 2008, the Company made the strategic decision to discontinue the VoIP aspect of its business due to its declining profitability. The VoIP business was formally ceased on June 15, 2008.

The Company recorded 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 was recognized when VoIP telephony minutes were used, the fee was determinable and collectability was probable. In August 2007, the Company halted the operation of its telecommunication minutes resell business because of small gross profit margins.

Foreign Currency Translation

The Company considers 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 accumulated other comprehensive loss, a separate component of stockholder’s ~~equity~~deficit. The Company realized its translation gain/loss in 2009 with the sale of Beasley Holdings.

~~Deferred Revenue~~10

Deferred revenue represents the unused telecommunication time from system subscribers and the unamortized portion of activation fees. Any remaining deferred revenues were recognized upon the discontinuance of the Company’s operations.

Allowance for Doubtful Accounts

It is the Company’s policy to provide an allowance for doubtful accounts when it believes there is a potential for non-collectability.

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. At March 31, 2008, the Company wrote down $20,218 of property, plant and equipment relating to furniture and fixtures of its discontinued operations. This loss is included with discontinued operations.

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, the Company no longer accrued contributed services. The Company recognized $13,000 in contributed services for the year ended March 31, 2008.

Recent Accounting Pronouncements

~~In June~~Effective ~~2009~~July 1, ~~the FASB issued SFAS No. 168~~2009, ~~The FASB Accounting Standards Codification and~~ the ~~Hierarchy of Generally Accepted Accounting Principles—a replacement of~~ FASB ~~Statement No. 162. SFAS No. 168 establishes the FASB~~ Accounting Standards Codification asbecame the single source of authoritative ~~accounting~~ ~~principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with~~ generally accepted accounting principles in the ~~United~~ United States. ~~This~~of ~~SFAS~~America. isThe ~~effective~~Codification ~~for~~changed the ~~Company’s~~referencing ~~interim~~of ~~reporting period~~financial ~~ending~~standards onbut ~~September 30,~~did ~~2009.~~not ~~This~~change ~~SFAS~~or isalter ~~not~~existing ~~expected~~U.S. toGAAP. ~~have~~The ~~a material~~Codification ~~impact~~became oneffective for the Company’s ~~consolidated~~in ~~financial~~the ~~position,~~second ~~results~~quarter of ~~operations~~Fiscal ~~and cash flows~~2010.

In ~~June~~May 2009, the FASB issued ~~SFAS~~guidance ~~No. 167,~~regarding ~~Amendments~~subsequent toevents, ~~FASB~~which ~~Interpretation~~was ~~No. 46(R).~~subsequently ~~SFAS~~updated Noin February 2010. ~~167~~ This ~~changes~~guidance ~~how~~established general astandards ~~company~~of ~~determines~~accounting ~~when an~~for ~~entity~~and disclosure of events that isoccur ~~insufficiently~~after the ~~capitalized~~balance orsheet isdate ~~not~~but ~~controlled~~before ~~through~~financial ~~voting (or~~statements ~~similar~~are ~~rights)~~issued ~~should~~or are available to be ~~consolidated~~issued. ~~The~~In ~~determination~~particular, ofthis ~~whether~~guidance aset forth the period after ~~company~~the isbalance ~~required~~sheet todate ~~consolidate~~during anwhich management of a reporting entity isshould evaluate ~~based~~events ~~on,~~or ~~among~~transactions ~~other~~that ~~things,~~may anoccur for potential recognition or ~~entity’s~~disclosure ~~purpose~~in ~~and~~the ~~design~~financial ~~and~~statements, athe ~~company’s~~circumstances ~~ability~~under towhich ~~direct~~an entity should recognize events or transactions occurring after the ~~activities~~balance ofsheet date in its financial statements, and the ~~entity~~disclosures that ~~most~~an ~~significantly~~entity ~~impact~~should make about events or transactions that occurred after the ~~entity’s~~balance ~~economic~~sheet ~~performance~~date. This guidance ~~SFAS~~was is effective for ~~the~~financial ~~Company’s~~statements issued for fiscal ~~year~~years ~~beginning~~and interim onperiods ~~April~~ending 1after June 15, ~~2010.~~2009, and was therefore adopted by the Company for the second quarter 2009 reporting. The ~~Company~~adoption isdid ~~currently~~not ~~evaluating~~have ~~the~~a significant impact ofon the ~~implementation~~subsequent ofevents ~~SFAS~~that the Company reports, either ~~No. 167~~through onrecognition ~~its~~or disclosure, in the consolidated financial statements. In ~~position~~February 2010, ~~results~~the ofFASB ~~operations~~amended ~~and~~its guidance on ~~cash~~subsequent ~~flows~~events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This SFAS requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The disclosure requirement under this SFAS is effective for the Company’s interim reporting period ended on June 30, 2009. This SFAS is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

In April 2009, the FASB issued FSP SFAS No. 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies. FSP SFAS No. 141(R)-1 will amend the provisions related to the initial recognition and measurement, subsequent measurement and disclosure of assets and liabilities arising from contingencies in a business combination under SFAS No. 141(R), Business Combinations. The FSP will carry forward the requirements in SFAS No. 141, Business Combinations, for acquired contingencies, thereby requiring that such contingencies be recognized at fair value on the acquisition date if fair value can be reasonably estimated during the allocation period. Otherwise, entities would typically account for the acquired contingencies in accordance with SFAS No. 5, Accounting for Contingencies. The FSP will have the same effective date as SFAS No. 141(R), and will therefore be effective for the Company’s business combinations for which the acquisition date is on or after April 1, 2009. This FSP is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

In April 2009, the FASB issued FSP SFAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. FSP SFAS No. 157-4 provides guidelines for making fair value measurements more consistent with the principles presented in SFAS No. 157, Fair Value Measurements. The FSP relates to determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms what SFAS No. 157 states is the objective of fair value measurement—to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. This SFAS is effective for the Company’s interim reporting period ending on June 30, 2009. This FSP is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

In April 2009, the FASB issued FSP SFAS No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. FSP SFAS No. 107-1 and APB 28-1 enhances consistency in financial reporting by increasing the frequency of fair value disclosures. The FSP relates to fair value disclosures for any financial instruments that are not currently reflected on a company’s balance sheet at fair value. Prior to the effective date of this FSP, fair values for these assets and liabilities have only been disclosed once a year. The FSP will now require these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. The disclosure requirement under this FSP is effective for the Company’s interim reporting period ending on June 30, 2009.

In October 2008, the FASB issued FSP SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active. FSP SFAS No. 157-3 clarifies the application of SFAS No. 157, which the Company adopted as of April 1, 2008, in situations where the market for a particular financial asset is not active. The Company has considered the guidance provided by FSP SFAS No. 157-3 in its determination of estimated fair values, and the impact was not material.

In April 2008, the FASB adopted FSP SFAS No. 142-3, Determination of the Useful Life of Intangible Assets, amending the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. This FSP is effective for intangible assets acquired on or after April 1, 2009. This FSP is not expected to have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

In February 2008, the FASB adopted FSP SFAS No. 157-2, Effective Date of FASB Statement No. 157, delaying the effective date of SFAS No. 157 for one year for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This FSP is effective for the Company’s interim reporting period ending on June 30, 2009. The Company are currently evaluating the impact of the implementation of the deferred portion of SFAS No. 157 on our consolidated financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 141R, Business Combinations. This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. This statement also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS No.141R is effective for acquisitions made on or after April 1, 2009. The Company is currently evaluating the potential impact, if any, that the adoption of SFAS No. 141R will have on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements. This standard outlines the accounting and reporting for ownership interest in a subsidiary held by parties other than the parent. SFAS No. 160 is effective for our fiscal year beginning April 1, 2009. The Company is currently evaluating the potential impact, if any, that the adoption of SFAS No. 160 will have on its consolidated financial statements.

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 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

1711

Item 8. Financial Statements.

ZIPGLOBAL HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010 AND 2009

TABLE OF CONTENTS

		Page

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets		F-2

Consolidated Statements of Operations		F-3

Consolidated Statement of Stockholders’ Deficit		F-4

Consolidated Statement of Cash Flows		F-5

Notes to Consolidated Financial Statements		F-7

MEYLER & COMPANY, LLC

CERTIFIED PUBLIC ACCOUNTANTS

ONE ARIN PARK

1715 HIGHWAY 35

MIDDLETOWN, NJ 07748

Report of Independent Registered Public Accounting Firm

To the Board of Directors

and Stockholders

ZipGlobal Holdings, Inc.

Hingham, MA

We have audited the accompanying consolidated balance sheets of ZipGlobal Holdings, Inc. and Subsidiary as of March 31, ~~2009~~2010 and ~~2008~~2009 and the related consolidated statements of operations and stockholder’s deficit, and cash flows for the two years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ZipGlobal Holdings, Inc. and Subsidiary as of March 31, ~~2009~~2010 and ~~2008~~2009 and the results of its operations and its cash flows for the two years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the consolidated financial statements, the Company has incurred cumulative losses of $2,~~045~~616,~~564~~817 since inception, and there are existing uncertain conditions the Company faces relative to its ability to obtain capital and operate successfully. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Meyler & Company, LLC

Middletown, NJ

~~August~~June 529, ~~2009~~2010

F-1

ZIPGLOBAL HOLDINGS, INC. ~~AND SUBSIDIARY~~

CONSOLIDATED BALANCE SHEETS

	March 31, 2009			March 31, 2008
	March 31,
	2010			2009
ASSETS
CURRENT ASSETS
Cash	$	~~1,346~~101		$	71,~~785~~346
Prepaid expenses		-			26,250
Total Current Assets		101			1,346
Total Current Assets		1,346			34,035
Total Assets	$	101		$	1,346
ASSETS OF DISCONTINUED OPERATIONS		-			203,342
Total Assets	$	1,346		$	237,377
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accrued expenses		66113,~~781~~641			6566,~~621~~781
Bridge loans		155,000			~~130~~155,000
Total Current Liabilities		221,781			195,621
Amount due to Officer		600			-
LIABILITIES OF DISCONTINUED OPERATIONS		-			280,516
Total Current Liabilities		269,241			221,781
Total Liabilities		~~221~~269,~~781~~241			~~476~~221,~~137~~781
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, 19,205,792 and 18,780,792 issued and outstanding at March 31, 2009 and 2008, respectively		1,920			1,878
Common stock par value $0.0001 per share, authorized 100,000,000 shares, 21,428,298 and 19,205,792 issued and outstanding at March 31, 2010 and 2009, respectively		2,142			1,920
Additional paid-in capital		12,~~823~~345,~~209~~535			1,~~719~~823,~~577~~209
Accumulated deficit		(2,~~045~~616,~~564~~817	)		(12,~~927~~045,~~586~~564	)
Accumulated other comprehensive loss		-			(32,629	)
Total Stockholders’ Deficit		(269,140	)		(220,435	)
Total Stockholders’ Deficit		(220,435	)		(238,760	)
Total Liabilities and Stockholders’ Deficit	$	101		$	1,346
Total Liabilities and Stockholders’ Deficit	$	1,346		$	237,377

See accompanying notes to ~~consolidated~~ financial statements.

F-2

ZIPGLOBAL HOLDINGS, INC. ~~AND SUBSIDIARY~~

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended
	March 31, 2009			March 31, 2008
	March 31,
	2010			2009
NET SALES	$	-		$	-
COSTS AND EXPENSES
Cost of goods sold		-			-
General and administrative		~~107~~541,~~116~~043			~~140~~107,~~994~~116
Total Costs and Expenses		~~107~~541,~~116~~043			~~140~~107,~~994~~116
NET OPERATING LOSS		(~~107~~541,~~116~~043	)		(~~140~~107,~~994~~116	)
OTHER INCOME (EXPENSE)
Interest income		-			1,152
Other Income		14,014			-
Interest expense		(8644,~~405~~224	)		(3186,~~440~~405	)
Total Other Income (Expense)		(8630,~~405~~210	)		(3086,~~288~~405	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES		(~~193~~571,~~521~~253	)		(~~171~~193,~~282~~521	)
PROVISION FOR INCOME TAXES		-			~~5,177~~-
LOSS FROM CONTINUING OPERATIONS		(~~193~~571,~~521~~253	)		(~~176~~193,~~459~~521	)
DISCONTINUED OPERATIONS
Loss from operations of discontinued operations		~~(113,019~~-	)		(~~653~~113,~~314~~019	)
Gain on disposal of discontinued operations		~~221,191~~-			-221,191
Income (loss) from discontinued operations		108,172			(653,314	)
Income from discontinued operations		-			108,172
NET LOSS	$	(85571,~~349~~253	)	$	(~~829~~85,~~773~~349	)
PER COMMON SHARE AMOUNTS (Basic and diluted)
Loss from continuing operations per share	$	(0.0103	)	$	(0.01	)
Gain (loss) from discontinued operations per share		~~0.01~~-			(0.0301	)
Net loss per share	$	(0.0003	)	$	(0.0400	)
WEIGHTED AVERAGE SHARES OUTSTANDING		1920,~~059~~722,~~515~~616			1819,~~725~~059,~~073~~515

See accompanying notes to consolidated financial statements.

F-3

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-in		Accumulated			Comprehensive			Stockholders'
	Shares		Amount		Capital		Deficit			Loss			~~Equity~~Deficit
Balance, March 31, 2007		18,715,792	$	1,872	$	1,632,236	$	(1,097,813	)	$	(4,516	)	$	531,779
Contribution of Services						13,000								13,000
Stock Compensation						9,347								9,347
Shares issued for interest on bridge loans		65,000		6		64,994								65,000
Net loss for the year ended March 31, 2008								(829,773	)					(829,773	)
Translation adjustment											(28,113	)		(28,113	)
Balance, March 31, 2008		18,780,792	$	1,878	$	1,719,577	$	(1,927,586	)	$	(32,629	)	$	(238,760	)
Stock Compensation						4,549								4,549
Valuation of stock options						4,549		-			-			4,549
Shares issued for interest on bridge loans		155,000		15		54,110		-			-			54,125
Shares issued in private placement		270,000		27		44,973		-			-			45,000
Net loss for the year ended March 31, 2009		-		-		-		(85,349	)		-			(85,349	)
Realization of translation adjustment		-		-		-		(32,629	)		32,629			-
Balance, March 31, 2009		19,205,792	$	1,920	$	1,823,209	$	(2,045,564	)	$	-		$	(220,435	)
Shares issued for services		1,837,506		183		459,194		-			-			459,377
Valuation of stock options		-		-		7,447		-			-			7,447
Shares issued for interest on bridge loans		155,000		16		44,208		-			-			44,224
Shares issued in private placement		230,000		23		11,477		-			-			11,500
Net loss for the year ended March 31, 2010								(571,253	)		-			(571,253	)
Balance, March 31, 2010		21,428,298	$	2,142	$	2,345,535	$	(2,616,817	)	$	-		$	(269,140	)

See accompanying notes to consolidated financial statements.

F-4

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended March 31,
	2009			2008
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(85571,~~349~~253	)	$	(~~829~~85,~~773~~349	)
(Gain) Loss from discontinued operations		(108,172	)		653,314
Income from discontinued operations		-			(108,172	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Stock based compensation		4466,~~549~~824			94,~~347~~549
Shares issued as interest on bridge loans		5444,~~125~~224			-54,125
Contribution of services		-			13,000
Changes in operating assets and liabilities:
Accounts receivable		-			216
Prepaid expenses		-			43,530
Prepaid expenses		43,530			38,750
Accrued Expenses		46,860			32,600
Accrued Expenses		32,600			65,621
Net cash used in operating activities- continuing operations		(13,345	)		(58,717	)
Net cash used in operating activities- continuing operations		(58,717	)		(49,525	)
Net cash used in operating activities- discontinued operations		-			(17,722	)
Net cash used in operating activities- discontinued operations		(17,722	)		(489,826	)
Net cash used in operating activities		(13,345	)		(76,439	)
Net cash used in operating activities		(76,439	)		(539,351	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM INVESTING ACTIVITIES
Short-term investment		-			202,849
Net cash provided by (used in) investing activities- continuing
operations		-			~~202,849~~-
Net cash used investing activities- discontinued operations		-			~~(12,988~~-	)
Net cash provided by (used in) investing activities		0-			~~189,861~~-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bridge loans		25,000			130,000
Proceeds from officer loan		600			-
Proceeds from issuance of common stock		45,000			-
Proceeds from bridge loans		-			25,000
Net cash provided by financing activities- continuing operations		70,000			130,000
Proceeds from issuance of common stock		11,500			45,000
Net cash provided by financing activities- discontinued operations		-			8,830
Net cash provided by financing activities- continuing operations		12,100			70,000
Net cash provided by financing activities					138,830
Net cash provided by financing activities- discontinued operations		-			-
EFFECT OF RATE CHANGE ON CASH		-			(28,113	)
Net cash provided by financing activities		12,100			70,000
NET DECREASE IN CASH		(61,~~439~~245	)		(~~238~~6,~~773~~439	)
CASH, BEGINNING OF YEAR		71,~~785~~346			~~246~~7,~~558~~785
CASH, END OF YEAR	$	~~1,346~~101		$	71,~~785~~346

See accompanying notes to consolidated financial statements.

F-5

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

	For the Year Ended March 31,
	2009		2008
	2010		2009
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for taxes		-	$	~~5,177~~-
Cash paid for interest		-		-
Contribution of services by officers and directors		-		~~13,000~~-
Stock based compensation		4466,~~549~~824		94,~~347~~549
Issuance of stock for interest on bridge loans		5444,~~125~~224		-54,125

See accompanying notes to consolidated financial statements.

F-6

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, ~~2009~~2010 and ~~2008~~2009

NOTE A - NATURE OF BUSINESS

ZipGlobal Holdings, Inc. (the “Company”), a Delaware corporation previously working through its wholly owned subsidiary, Beasley Holdings Limited, a British Virgin Island Company (“Beasley”) located in Hong Kong, was a provider of next-generation telecommunication services for the global oriented customer. The Company offered high quality, multimedia-enabled communication services that unite disparate and dispersed local communities in global dialogues. Beasley had two wholly owned subsidiaries, Max International Investment Limited, which has locations in Hong Kong and The People’s Republic of China and provides management and information technology support services to Beasley, and ZipPay Technology Limited, which is a Hong Kong Company developing business in The People’s Republic of China. ZipPay Technology Limited was incorporated in Hong Kong on September 28, 2006. The Company discontinued the operations of Beasley and subsidiaries in 2008 and sold Beasley and its subsidiaries in 2009. ~~The Company is currently a non-operating shell company.~~

The Company’s newly initiated business model targets both working business joint ventures for the existing Company and exploring the possibilities of logical acquisitions. 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.

Reverse Merger

On November 30, 2005, the Company entered into a share exchange agreement with Beasley to exchange 16,000,000 shares of the Company’s common stock for all of the issued and outstanding shares of Beasley. In connection with the merger, Beasley became a wholly owned subsidiary of the Company. Prior to the merger, the Company was a non-operating “shell” corporation. For financial statement purposes, the merger has been reflected in the financial statements as though it occurred on March 31, 2005. The historical statements prior to the date of merger are those of Beasley. Since the merger is a recapitalization and not a business combination, pro-forma information is not presented.

Going Concern

As indicated in the accompanying financial statements, the Company has incurred cumulative net operating losses of $2,~~045~~616,~~564~~817 since inception. Management’s plans include merging with or acquiring the assets of private operating companies. Failure to merge with or acquire the assets of private operating companies could result in the Company having to curtail or cease operations. Additionally, even if the Company does merge with or acquire the assets of private operating companies, there can be no assurances that it will be sufficient to enable it to develop business to a level where it will generate profits and positive cash flows from operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. However, the accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These consolidated 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 B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidated Financial Statements

The consolidated financial statements include the Company and its wholly owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation.

F-7

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, ~~2009~~2010 and ~~2008~~2009

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

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

Fair Values of Financial Instruments

Property, Plant and Equipment

Property, plant and equipment was stated at cost and is 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. All of the Company’s property, plant and equipment were part of it’s discontinued operations.

Income Taxes

The Company accounts for income taxes in accordance with ~~Statement~~the of Financial ~~Accounting~~ Accounting Standards ~~No.~~Board ~~109,~~ (“FASB”) Accounting ~~for~~Standards ~~Income~~Codification ~~Taxes”~~ (“~~SFAS 109~~ASC”) Topic 740, Income Taxes. ~~SFAS~~ASC ~~109~~Topic 740 requires the determination of deferred tax assets and liabilities based on the differences between the financial statement and income tax bases of assets and liabilities, 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. In determining the valuation allowance, the Company considers factors such as the reversal of deferred income tax liabilities, projected taxable income and the character of income tax assets and tax planning strategies. A change to these factors could impact the estimated valuation allowance and income tax expense.

Net Loss Per Common Share

F-8

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, 2009 and 2008

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventory

Inventories were stated at the lower of cost or market value. Cost is determined based upon the first-in, first-out (FIFO) method. At March 31, 2008, the Company wrote off the entire amount of its inventory, with a cost basis of $31,073, due to the cessation of the Company’s VoIP operations which made the inventory obsolete. This loss is included with discontinued operations.

Stock-Based Compensation

The Company accounts for stock based compensation using the fair value method.

~~Revenue Recognition~~F-8

The Company earned revenue through the retail sales of VoIP telephony minutes and through the resale of block VoIP telephony minutes to other telecommunications providers.

Retail business-

For retail sales, the Company earned revenues from monthly fees, usage fees and activation fees and from the sales of gateway kits to customers for use of the service. Monthly fees were automatically billed to customers each month and were recognized when earned. Usage fees prepaid by customers were recognized as revenue based upon customer usage of the minutes. Activation fees were charged to customers for the purchase of gateway kits which were necessary to utilize VoIP telephony minutes. These activation fees, along with the related costs up to but not exceeding the activation fees, were deferred and amortized over the estimated average customer relationship period. During the quarter ending March 31, 2008, the Company made the strategic decision to discontinue the VoIP aspect of it’s business due to its declining profitability. The VoIP business was formally ceased on June 15, 2008.

Resale business-

The Company recorded the resale of block VoIP telephony minutes on a gross basis as the Company had latitude in establishing the resale price, has discretion in its selection of resale suppliers and has credit risk on the transactions. Accordingly, revenue was recognized when VoIP telephony minutes were used, the fee was determinable and collectibility was probable. In August 2007, the Company halted the operation of its telecommunication minutes resell business because of small gross profit margins.

F-9

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, ~~2009~~2010 and ~~2008~~2009

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Translation

The Company considers the U.S. Dollar to be its functional currency. Max International Investment Limited and Zippay Technology Limited , subsidiaries of Beasley, ~~have~~had 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 accumulated other comprehensive loss, a separate component of stockholder’s ~~equity~~deficit. The Company realized its translation gain/loss in 2009 with the sale of Beasley Holdings.

Deferred Revenue

Allowance for Doubtful Accounts

It is the Company’s policy to provide an allowance for doubtful accounts when it believes there is a potential for non-collectibility.

Impairment of Long-Lived Assets

Contributed Services

Recent Accounting Pronouncements

~~In June~~Effective ~~2009~~July 1, ~~the FASB issued SFAS No. 168~~2009, ~~The FASB Accounting Standards Codification and~~ the ~~Hierarchy of Generally Accepted Accounting Principles—a replacement of~~ FASB ~~Statement No. 162. SFAS No. 168 establishes the FASB~~ Accounting Standards Codification asbecame the single source of authoritative ~~accounting~~ ~~principles~~generally ~~and~~accepted ~~the~~accounting ~~framework for selecting the~~ principles ~~used~~ in the United ~~preparation~~States of ~~financial~~America. ~~statements~~The ofCodification ~~nongovernmental~~changed ~~entities~~the ~~that~~referencing ~~are~~of financial ~~presented~~standards inbut ~~conformity~~did ~~with~~not ~~generally~~change ~~accepted~~or ~~accounting~~alter ~~principles~~existing ~~in the United States~~U. ~~This~~S. GAAP. ~~SFAS~~The isCodification became effective for the Company’s ~~interim reporting~~in ~~period ending on September 30, 2009. This SFAS is not expected to have a material impact on~~ the ~~Company’s~~second ~~consolidated~~quarter ~~financial position, results~~ of ~~operations and cash flows~~Fiscal 2010.

~~F-10~~In May 2009, the FASB issued guidance regarding subsequent events, which was subsequently updated in February 2010. This guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this guidance set forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This guidance was effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009, and was therefore adopted by the Company for the second quarter 2009 reporting. The adoption did not have a significant impact on the subsequent events that the Company reports, either through recognition or disclosure, in the consolidated financial statements. In February 2010, the FASB amended its guidance on subsequent events to remove the requirement to disclose the date through which an entity has evaluated subsequent events, alleviating conflicts with current SEC guidance.

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, 2009 and 2008

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R). SFAS No. 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This SFAS is effective for the Company’s fiscal year beginning on April 1, 2010. The Company is currently evaluating the impact of the implementation of SFAS No. 167 on its consolidated financial position, results of operations and cash flows.

F-11

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, 2009 and 2008

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

In February 2008, the FASB adopted FSP SFAS No. 157-2, Effective Date of FASB Statement No. 157, delaying the effective date of SFAS No. 157 for one year for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). This FSP is effective for the Company’s interim reporting period ending on June 30, 2009. The Company is currently evaluating the impact of the implementation of the deferred portion of SFAS No. 157 on our consolidated financial position, results of operations and cash flows.

NOTE C – DISCONTINUED OPERATIONS

In August 2007, the Company halted the operation of its telecommunication minutes resell business because of small gross profit margins. Additionally, during the quarter ending March 31, 2008, the Company made the strategic decision to discontinue the VoIP aspect of ~~it’s~~its business due to its declining profitability. The VoIP business ~~was~~ formally ceased on June 15, 2008. These businesses represented the majority of the Company’s operations and have been accounted as a discontinued operation.

~~F-12~~The Company sold 100% of the issued and outstanding shares of Beasley Holdings, Inc. effective March 31, 2009 to two shareholders of the Company. In consideration for the shares of Beasley Holdings, Inc., the two shareholders of the Company agreed to release the Company from all claims, indebtedness and liabilities of Beasley Holdings, Inc. Summarized financial information for the discontinued operations is shown below:

F-9

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, ~~2009~~2010 and ~~2008~~2009

NOTE C – DISCONTINUED OPERATIONS (CONTINUED)

The Company sold 100% of the issued and outstanding shares of Beasley Holdings, Inc. effective March 31, 2009 to two shareholders of the Company. In consideration for the shares of Beasley Holdings, Inc., the two shareholders of the Company agreed to release the Company from all claims, indebtedness and liabilities of Beasley Holdings, Inc. Summarized financial information for the discontinued operations is shown below:

OPERATIONS	March 31, 2009
Net Sales	$	60,107
Total Costs and Expenses		173,184
Operating Loss		(113,077	)
Other Income		58
Provision for Income Taxes		-
Loss from discontinued operations before disposal		(113,019	)
Loss on Disposal		221,191
Loss from Discontinued Operations	$	108,172

	March 31, 2009			March 31, 2008
OPERATIONS
Net Sales	$	60,107		$	1,330,527
Total Costs and Expenses		173,184			1,907,350
Operating Loss		(113,077	)		(576,823	)
Other Income		58			683
Provision for Income Taxes		-			-
Loss from discontinued operations before disposal		(113,019	)		(576,140	)
Loss on Disposal		221,191			(77,174	)
Loss from Discontinued Operations	$	108,172		$	(653,314	)

	March 31, 2009		March 31, 2008
ASSETS
Cash	$	-	$	41,463
Accounts Receivable- net		-		81,638
Prepaid Expenses		-		66,082
Property, Plant and Equipment- net		-		14,159
Assets of Discontinued Operations	$	-	$	203,342
LIABILITIES
Accounts Payable	$	-	$	93,800
Accrued Expenses		-		20,268
Due to Stockholders		-		93,301
Deferred Revenue		-		56,006
Customer Deposits		-		17,141
Liabilities of Discontinued Operations	$	-	$	280,516

NOTE D - DUE TO STOCKHOLDERS

At March 31, 2008, the Company had borrowed $93,301 from two principal officers and stockholders. The loans are non-interest bearing and have no specific repayment date. These loans are included within Liabilities of discontinued operations on the consolidated Balance sheet and were sold in 2009.

During the year ended March 31, 2009, the Company borrowed and repaid $7,000 from the President and Chief Executive Officer.

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.

NOTE E - STOCKHOLDERS’ DEFICIT

InOn July ~~connection~~17, ~~with~~2009, the ~~share~~Company ~~exchange~~issued ~~agreement~~1,697,506 ~~dated~~shares ~~March~~of ~~11,~~common ~~2005,~~stock ~~the~~to ~~Company~~Michael Lee for ~~issued~~services ~~16,000,000~~rendered. The shares were valued at ~~par~~their ~~value~~last totrading ~~acquire~~price of ~~Beasley~~$0.25 ~~Holdings~~per ~~Limited~~share. Accordingly, inthe aCompany recognized stock based ~~reverse~~compensation ~~merger~~of $424,377.

~~F-13~~On July 17, 2009, the Company issued 140,000 shares of common stock to Getting You There, LLC. Virginia K. Sourlis is the sole member of Getting You There, LLC and is the managing partner of The Sourlis Law Firm. The shares issued to Getting You There, LLC were in consideration of legal services rendered by The Sourlis Law Firm to the Company. The shares were valued at their last trading price of $0.25 per share. Accordingly, the Company recognized professional fees of $35,000.

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

~~NOTES~~For the TOyear ~~CONSOLIDATED~~ended ~~FINANCIAL~~March ~~STATEMENTS~~31, 2010 and 2009, the Company issued 155,000 and 155,000 shares of common stock, respectively, for interest In connection with the bridge loans (See Note H). The fair value of these shares is being amortized over the life of the bridge loans.

Years Ended March 31, 2009 and 2008

NOTE E - STOCKHOLDERS’ DEFICIT (CONTINUED)

During the year ended March 31, 2007, the Company, under a private placement agreement, issued 1,095,500 shares of its common stock at $0.50 per share.

On January 1, 2007, the Company issued 60,000 shares as part of a two year employment agreement. The shares were valued at $0.50 which is the price that the Company sold shares in a private placement during the year. The shares vest over the life of the employment agreement. The Company recognized $11,250 and $15,000 in expense during 2009 and 2008. At March 31, 2009, the agreement was completely vested and amortized.

For the year ended March 31, 2009 and 2008, the Company issued 155,000 and 65,000 shares of common stock, respectively, for interest In connection with the bridge loans (See Note I). The fair value of these shares is being amortized over the life of the bridge 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.

NOTE F - INCOME TAX PROVISION

~~For the~~The ~~years~~Company ~~ended~~has ~~March~~net ~~31,~~operating ~~2008~~losses of approximately $ 1,606,000 and ~~2009~~$1,040,000 ~~there~~in 2010 ~~was~~and no2009, ~~provision~~respectively. The ~~for~~international ~~income~~components ~~taxes~~have ~~was~~an ~~state~~unlimited ~~income~~carry ~~taxes~~forward ~~relating~~time toperiod and the ~~Company’s~~U.S. UScomponents ~~operations~~expire commencing 2005. The net operating loss results in deferred tax assets as follows:

The Company has net operating losses of approximately $1,040,000 and $932,000 at March 31, 2009 and 2008. The international components have an unlimited carry forward time period and the U.S. components expire commencing 2005. The net operating loss results in deferred tax assets as follows:F-10

	March 31, 2009			March 31, 2008
Net Operating Loss Carryforward	$	320,700		$	313,900
Deferred tax asset valuation allowance		(320,700	)		(313,900	)
Net Deferred Tax Asset	$	-		$	-

Income taxes computed using the international statutory tax rates differ from the Company’s effective tax rate due to the following:

	March 31, 2009			March 31, 2008
Income tax benefit at U.S. statutory rate of 35%	$	29,872		$	290,421
Contributed services and stock based compensation		(1,592	)		(7,821	)
Foreign Income tax benefit at foreign rates		(18,045	)		(96,226	)
Change in deferred tax asset valuation allowance		(6,789	)		(163,675	)
Other		(3,446	)		(22,698	)
	$	-		$	-

F-14

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, ~~2009~~2010 and ~~2008~~2009

NOTE F - INCOME TAX PROVISION (CONTINUED)

	March 31, 2010			March 31, 2009
Net Operating Loss Carryforward	$	562,200		$	320,700
Deferred Tax Asset Valuation Allowance		(562,200	)		(320,700	)
Net Deferred Tax Asset	$	-		$	-

Income taxes computed using statutory tax rates differ from the Company’s effective tax rate due to the following:

	March 31, 2010			March 31, 2009
Income tax benefit at U.S. statutory rate of 35%	$	199,865		$	29,872
Contributed services and stock based compensation		(178,867	)		(31,834	)
Change in deferred tax asset valuation allowance		(20,998	)		1,962
Net Deferred Tax Asset	$	-		$	-

NOTE G - STOCK OPTION PLAN

The following table summarizes stock option activity for the year ended March 31, ~~2009~~2010:

	NSO's										ISO's			~~ISO's~~
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	~~Weighted Average Remaining Contractual Term~~	Aggregate Intrinsic Value (1)		~~Aggregate Intrinsic Value (1)~~	Shares			~~Shares~~	Weighted Average Exercise Price		Weighted Average ~~Exercise~~Remaining ~~Price~~Contractual Term		Aggregate Intrinsic Value (1)		~~Weighted Average Remaining Contractual Term~~		~~Aggregate Intrinsic Value (1)~~
Outstanding, March 31, 2008		120,000		$	0.50							112,500			~~112,500~~$	0.50		~~0.50~~	$	37,500				~~37,500~~
Granted		-										-
Exercised		-										-
Forfeited		-										(75,000	)		~~(75,000~~	)
Outstanding, March 31, 2009		120,000		$	0.50	0.72 years		~~1.22~~	-	$	-	37,500			~~37,500~~$	0.50	1.22 years	~~0.50~~		-		~~0.72~~	$	-
Exercisable at March 31, 2009		73,333			0.50										25,000			0.50
Granted		-										-
Exercised		-										-
Forfeited		(120,000	)									(37,500	)
												-
Outstanding, March 31, 2010		-			-	-			-			-				-	-			-
Exercisable at March 31, 2010		-										-

(1) The intrinsic value is the difference between the market price of the stock and the exercise price of the option. As the exercise price and market price are the same on all the options, the options have no intrinsic value.

~~NOTE H~~ F- ~~CONTRIBUTION OF SERVICES~~11

During the year ended March 31, 2008, the Company agreed to begin paying salaries to its officers and directors. Although no formal employment agreements existed, the Company agreed to pay its officers and directors a total of approximately $6,800 per month.

NOTE I- BRIDGE LOANS

In December 2007 and February 2008, the Company received six-month bridge loans totaling $130,000. In April 2008, the Company received and 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. The Company has issued a total of 220,000 shares of restricted common stock as interest on these loans. Interest expense totaling $119,125 has been recognized through March 31, 2009.

F-15

ZIPGLOBAL HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, ~~2009~~2010 and ~~2008~~2009

NOTE IH- BRIDGE LOANS ~~(CONTINUED)~~

~~The~~In ~~weighted~~December ~~averaged~~2007 ~~borrowing~~ and ~~interest~~February ~~rates~~2008, ofthe ~~these~~Company received six-month bridge loans totaling ~~were~~$130,000. In April 2008, the Company received an additional bridge loan totaling $~~154~~25,~~932~~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 ~~56%~~applicable, ~~respectively~~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 375,000 shares of restricted common stock as interest on these loans.

The weighted averaged borrowing and interest rates of these bridge loans were $155,000 and 29%, respectively, for the year ended March 31, 2010 and $154,932 and 56%, respectively, for the year ended March 31, 2009.

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

NOTE JI – SUBSEQUENT EVENTS

In ~~March~~April ~~and June~~ of ~~2009~~2010, the Company ~~renewed~~borrowed $~~110,000~~600 infrom ~~bridge~~the ~~loans~~President and ~~issued~~Chief ~~55,000~~Executive ~~shares~~Officer. The ofborrowing ~~common~~is ~~stock~~non-interest asbearing ~~interest~~and has no repayment terms.

On ~~July~~May 1731, ~~2009~~2010, the Company ~~issued~~signed 1a Letter of Authorization agreement with Business Growth,~~697~~ LLC,~~506~~ ~~shares~~where ofthe ~~common~~Company was authorized ~~stock~~the right to market ~~Michael~~and ~~Lee~~sell ~~for~~ICLED lighting products under the ZipGlobal Green ~~services~~Lighting ~~rendered~~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.

OnThere ~~July~~was ~~17,~~no ~~2009,~~cost ~~the~~to ~~Company~~acquire ~~issued~~this ~~140,000~~Letter ~~shares~~ of ~~common~~Authorization agreement. ~~stock to Getting You~~ There, ~~LLC. Virginia K. Sourlis~~ is ~~the~~an ~~sole member of Getting You There, LLC and~~8% isgross ~~the~~sales ~~managing~~royalty ~~partner~~for ofall ~~The~~ZipGlobal Green ~~Sourlis~~Lighting ~~Law~~company ~~Firm. The~~sales, ~~shares~~that ~~issued to~~is ~~Getting~~payable to ~~You~~Business ~~There~~Growth, LLC. ~~were~~The ininitial ~~consideration~~term of ~~legal~~this ~~services~~Letter ~~rendered by The~~of ~~Sourlis~~Authorization ~~Law~~is ~~Firm~~for to5 ~~the Company.~~years

~~F-16~~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.

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

F-12

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9AT. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of March 31, ~~2009~~2010. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were ~~not~~ effective in recording, processing, summarizing, and reporting ~~information~~ information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was ~~not~~ accumulated and ~~communicated~~ communicated to management, including the principal executive officer and the ~~principal~~ principal financial officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of March 31, ~~2009~~2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

Management has concluded that our internal control over financial reporting 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 active officer and director. While this control deficiency did not result in any audit adjustments to our 2007, 2008 or 2009 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness.13

18● 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 active officer and director. While this control deficiency did not result in any material misstatements to our 2008, 2009 or 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 over Financial Reporting

During the period ended March 31, ~~2009~~2010, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.

Item 9B. Other Information

~~Beasley Holdings Limited~~Subsequent ~~Sale~~Events:

OnIn ~~March~~April ~~31,~~of ~~2009~~2010, ~~ZipGlobal Holdings, Inc. and Beasley Holdings Limited, a then wholly-owned subsidiary of~~ the Company, ~~entered~~borrowed ~~into~~$600 anfrom ~~Agreement by which~~ the ~~Company~~ ~~sold~~President ~~100% the shares of the issued~~ and ~~outstanding~~Chief ~~shares of Beasley to~~Executive ~~Beasley~~Officer. The inborrowing ~~consideration~~is ~~for~~non-interest ~~Beasley~~bearing ~~forgiving~~and anhas ~~aggregate~~no ~~sum of $329,768 owed~~repayment ~~by the Company to Beasley~~terms.

On June 1, 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.

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.

PART III

Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act.

(a) Identification of Directors, Executive Officers, Promoters, and Control Persons for the fiscal year ended March 31, ~~2009~~2010:

Our executive officers and directors and their respective ages are as follows:

Name of Director	Age	Position
Michael C. Lee	5859	President, Chief Executive Officer and Director
Zhong Hua Li	4344	Chairman of the Board
Hio Tong Ieong	4748	~~Head of Asian Marketing and Sales,~~ Secretary and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors:

Michael C. Lee - Mr. Lee has been serving as our President, Chief Executive Officer and as a member of our Board of Directors since our formation in November 2005. From September 1977 to December 1999, Mr. Lee was the President of East Coast Food Products based in Holbrook, Massachusetts. From December 1999 to November 2005, Mr. Lee was the President of Progressive Technology Partners, a consulting company located in Hingham, Massachusetts. Mr. Lee has also served as a director on several publicly traded companies, including North American Scientific Corporation from March 1995 to March 2001 and Prime Spot Media from April 1994 to April 1998.

Zhong Hua (Jimmy) Li – Mr. Li has been serving as the Chairman of our Board of Directors and ~~the~~as ~~Head~~a member of ~~Asian~~our ~~Marketing~~Board ~~and~~of ~~Sales~~Directors since our acquisition of Beasley on November 30, 2005. Mr. Li had also served as the Head of Asian Marketing and Sales of Beasley since its formation in February 2004 until our acquisition of Beasley in November 2005. In March 2000, Mr. Li founded L&H Telecom, a telecommunications company. From L&H Telecom’s founding until March 2004, Mr. Li served as the company’s President and Chief Executive Officer.

Hio Tong (Ken) Ieong – Mr. Ieong has been serving as our ~~Chief Technology Officer and~~ Secretary and as a member of our Board of Directors since our formation in November 2005. In February 2004, Mr. Ieong founded, and was the sole stockholder of, Beasley and served as its President and Chief Executive Officer and Chairman until our acquisition of Beasley in November 2005. In 1995, Mr. Ieong co-founded and was the Chief Communications Officer of Elephant Talk Limited, a facility-based international long distance carrier with offices and hubs in Hong Kong, Los Angeles, Boston, New York, Singapore and Beijing, until November 2003. Mr. Ieong iswas Head of Asian Marketing and Sales until the sale of the Beasley Holdings subsidiary on March 31, 2009.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board.

Significant Employees

We have no significant employees other than our officers and directors. We conduct our business through agreements with consultants and arms-length third parties.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our officers and directors serves in all the above capacities. The Code of Business Conduct and Ethics has not been adopted because the Company has limited operations and we do not believe that such Codes are necessary at this time. If in the future, the Board of Directors believes such Codes are warrant, it will adopt a Code of Ethics and Business Conduct.

Committees of the Board of Directors

Our audit committee presently consists of our officers and directors. We do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees.

(b)

Family Relationships. None

(c)

Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

(d)

The Board of Directors acts as the Audit Committee and the Board has no separate committees. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities pursuant to section 12, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Due to the fact that the Company does not have a class of equity securities registered under section 12 of the Exchange Act, no reports were required to be filed under Section 16(a) of the Exchange Act by any of the Company's executive officers, directors or 10% beneficial owners.

Item 11. Executive Compensation.

~~The~~No ~~following~~compensation ~~table~~was ~~sets~~paid ~~forth information with respect~~ to ~~compensation~~our ~~paid~~named byexecutive ~~the Company~~officers ~~for services to the Company~~ during the last two ~~(2)~~ fiscal ~~years ended March~~ ~~31, 2009 for each of our officers and directors~~years.

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary ($) (c)			Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
Michael C. Lee (1)	2009		0	(2)		0		0		0		0		0		0		0
	2008	$	7,351	(3)		0		0		0		0		0		0	$	7,351
Zhong Hua Li (4)	2009		0			0		0		0		0		0		0		0
	2008	$	7,054	(6)		0		0		0		0		0		0	$	7,054
Hio Tong Iong (5)	2009		0			0		0		0		0		0		0		0
	2008		0			0		0		0		0		0		0		0

(1) Chief Executive Officer, President and a Director of the Company

(2) Does not include $29,403 in accrued compensation.

(3) Does not include $19,601 in accrued compensation.

(4) Chairman of the Board

(5) Head of Asian Marketing and Sales, Secretary and Director

(6) Does not include $11,757 in accrued compensation.

We do not currently pay, nor have we in the past, our directors or officers any salary or fees for their services.

Each of the officers and directors spend part of their time on the Company’s business.

Employment Agreements

We do not have any employment agreements with our executive officers.

2006 Stock Option Plan

On March 20, 2006, our Board of Directors adopted, and our shareholders approved, the ZipGlobal Holdings, Inc. 2006 Stock Option Plan and reserved for issuance 1,700,000 shares of our common stock for issuance upon the exercise of stock options granted thereunder, subject to adjustment in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, as determined by the Board.

Purpose. The purpose of the Plan is to advance the interests of the Company and its stockholders by helping the Company obtain and retain the services of key employees, officers, consultants, and directors, upon whose judgment, initiative and efforts the Company is substantially dependent, and to provide those persons with further incentives to advance the interests of the Company.

Administration. The Plan is to be administered by a committee of the Board, consisting of two or more directors appointed by the Board. If the Board, in its discretion, does not appoint such a Committee, the Board itself will administer the Plan and take such other actions as the Committee is authorized to take hereunder; provided that the Board may take such actions hereunder in the same manner as the Board may take other actions under the Company’s certificate of incorporation and by-laws generally.

Awards. The Plan authorizes the Board or a committee of the Board, to issue two different types of options, options intended to qualify under the Internal Revenue Code of 1986, as amended (ISOs), and non-statutory stock options not intended to qualify under the Code (NSOs).

Authority and Discretion of Committee. The Committee has full and final authority in its discretion, at any time and from time to time, subject only to the express terms, conditions and other provisions of the Company’s certificate of incorporation, by-laws and the Plan, as to and the specific limitations on such discretion set forth herein:

to select and approve the persons who will be granted options under the Plan from among the eligible participants, and to grant to any person so selected one or more options to purchase such number of shares of common stock as the Committee may determine;

ii.

to determine the period or periods of time during which options may be exercised, the exercise price and the duration of such options, and other matters to be determined by the Committee in connection with specific option grants and agreements as specified under the Plan;

iii.

to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the operation and administration of the Plan; and

iv.

to delegate all or a portion of its authority under the Plan to one or more directors of the Company who are executive officers of the Company, but only in connection with options granted to eligible participants who are not officers or directors of the Company, and subject to such restrictions and limitations (such as the aggregate number of shares of common stock called for by such options that may be granted) as the Committee may decide to impose on such delegate directors.

Limitation on Authority. Notwithstanding the foregoing, or any other provision of the Plan, the Committee will have no authority to grant options to any of its members, unless approved by the Board.

Designation of Options. Except as otherwise provided herein, the Committee will designate any option granted hereunder either as an ISO or as an NSO. To the extent that the Fair Market Value (determined at the time the Option is granted) of Stock with respect to which all ISOs are exercisable for the first time by any individual during any calendar year (pursuant to the Plan and all other plans of the Company and/or its subsidiaries) exceeds $100,000, such option will be treated as an NSO. The Committee may grant ISOs only to persons who are employees of the Company and/or its subsidiaries.

Option Agreements. Options will be deemed granted hereunder only upon the execution and delivery of an Option Agreement by the Optionee and a duly authorized officer of the Company. Options will not be deemed granted hereunder merely upon the authorization of such grant by the Committee.

Payment of Exercise Price. Each Option Agreement will specify the exercise price with respect to the exercise of Option Stock thereunder, to be fixed by the Committee in its discretion, but in no event will the exercise price for an ISO granted hereunder be less than the Fair Market Value (or, in case the optionee is a 10% Stockholder (as defined in the Plan), one hundred ten percent (110%) of such Fair Market Value) of the Option Stock at the time such ISO is granted, and in no event will the exercise price for an NSO granted hereunder be less than the 80% of Fair Market Value. The exercise price will be payable to the Company in United States dollars in cash or by check or, such other legal consideration as may be approved by the Committee, in its discretion.

Termination of the Option. Except as otherwise provided in the Plan, each option agreement will specify the period of time, to be fixed by the Committee in its discretion, during which the option granted therein will be exercisable, not to exceed ten (10) years from the date of grant in the case of an ISO; provided that the option period will not exceed five (5) years from the date of grant in the case of an ISO granted to a 10% Stockholder (as defined in the Plan).

To the extent not previously exercised, each option will terminate upon the earliest of the following occasions: (i) expiration of the option period specified in the option agreement; (ii) thirty (30) days after the date that the optionee ceases to be an Eligible Participant for any reason, other than by reason of death, disability, and cessation of optionee’s services; (iii) twelve (12) months after the date that the optionee ceases to be an Eligible Participant by reason of such person’s death or disability; or (iv) on the date immediately preceding the date Optionee’s services ceased. If, on the date of termination, the optionee is not vested as to his or her entire Option, the shares covered by the unvested portion of the option shall revert to the Plan. If, after termination, the optionee does not exercise his or her option within the time specified by the Committee, the option shall terminate, and the shares covered by such Option shall revert to the Plan.

Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Committee shall notify each optionee as soon as practicable prior to the effective date of such proposed transaction. The Committee in its discretion may provide for an optionee to have the right to exercise his or her option until ten (10) days prior to such transaction as to all of the optioned stock covered thereby, including shares as to which the option would not otherwise be exercisable. In addition, the Committee may provide that any Company repurchase option applicable to any shares purchased upon exercise of an option shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an option will terminate immediately prior to the consummation of such proposed action.

Merger or Asset Sale. In the event of a merger of the Company with or into another corporation, or the sale of substantially all of the assets of the Company, each outstanding option shall be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the optionee shall fully vest in and have the right to exercise the option as to all of the optioned stock, including shares as to which it would not otherwise be vested or exercisable. If an option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify the optionee in writing or electronically that the option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the option shall terminate upon the expiration of such period. For the purposes of this paragraph, the option shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each share of optioned stock subject to the option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of common stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the option, for each share of optioned stock subject to the option, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of common stock in the merger or sale of assets.

2217

Lock-Up Period. The Plan provides that shares of the Company’s common stock issued upon the exercise of an option granted under the Plan may not be, directly or indirectly, sold, transferred, assigned, encumbered or otherwise for a period of not less than 24 months following the date of issuance.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

None of our officers and directors received any options to purchase our common stock during the fiscal year ended March 31, ~~2009 and none of such officers or directly currently beneficially own any options of the Company~~2010.

Compensation of Directors

We do not currently pay any cash fees to our directors, but we pay directors’ expenses in attending board meetings. During the year ended March 31, 2010 and 2009, no ~~director~~ director expenses were reimbursed.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of our common stock As of ~~August~~the ~~12,~~date ~~2009,~~of filing of this Annual Report on Form 10-K by (i) each executive officer named in the Summary Compensation Table under “Executive Compensation,” (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person. Unless otherwise noted, the address for each reporting person below is c/o ZipGlobal Holdings, Inc., 99 Derby Street, Suite 200, Hingham, ~~Massachusetts~~ Massachusetts 02043.

Name and Address of Beneficial Holder	Shares of Common Stock			Percentage of Common Stock(1)
Michael C. Lee 420 Washington Street, Unit LL-6 Braintree, MA 02184 —President, Chief Executive Officer, and Director		4,220,746			20.00	%
Michael C. Lee 99 Derby Street, Suite 200 Hingham, MA 02043 —President, Chief Executive Officer, and Director		4,797,526	(2)		22.0	%
Zhong Hua Li 420 Washington Street, Unit LL-6 Braintree, MA 02184 —Chairman of the Board, Head of Asian Marketing and Sales		3,735,746			17.7	%
Zhong Hua Li 99 Derby Street, Suite 200 Hingham, MA 02043 —Chairman of the Board		3,660,746			16.8	%
Hio Tong Ieong 420 Washington Street, Unit LL-6 Braintree, MA 02184 —Chief Technology Officer, Secretary and Director		4,145,746			19.6	%
Hio Tong Ieong 99 Derby Street, Suite 200 Hingham, MA 02043 Secretary and Director		4,207,746			19.3	%
All Executive Officers and Directors as a Group (without naming them) (3 persons)		12,~~076~~666,~~238~~018			5758.41	%

*Represents less than 1%

(1) Applicable percentage of ownership is based on 21,~~098~~783,298 shares of common stock issued and outstanding as of ~~August~~the ~~12,~~date ~~2009~~of this Annual Report on Form 10-K. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.

2318

(2)	Includes 589,780 shares of common stock held by Mike Lee’s wife, Jane Lee.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Number of securities to be issued upon the exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders

~~532,500~~0

0.50

1,~~167~~700,~~500~~000

Equity compensation plans not approved by security holders

—

Total

~~532,500~~0

1,~~167~~700,~~500~~000

* On March 20, 2006, our Board of Directors adopted, and our shareholders approved, the ZipGlobal Holdings, Inc. 2006 Stock Option Plan and reserved for issuance 1,700,000 shares of our common stock for issuance upon the exercise of stock options granted thereunder, subject to adjustment in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification, as determined by the Board.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

Director Independence

The OTCBB on which we have our shares of common stock quoted does not have any director independence requirements. In determining whether our directors are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15). Based on those widely-accepted criteria, we have determined that our Directors are not independent at this time.

No member of management is or will be required by us to work on a full time basis, although our president currently devotes fulltime to us. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because none of our directors are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

Item 14. Principal Accounting Fees and Services

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

2010	$	17,500	Meyler & Company, LLC
2009	$	28,500	Meyler & Company, LLC
2008	$	39,450	Meyler & Company, LLC

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2010	$	Meyler & Company, LLC
2009	$	Meyler & Company, LLC
2008	$	Meyler & Company, LLC

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were:

2010	$	Meyler & Company, LLC
2009	$	Meyler & Company, LLC
2008	$	Meyler & Company, LLC

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2009	$	Meyler & Company, LLC
2010	$	Meyler & Company, LLC
2008	$	Meyler & Company, LLC
2000	$	Meyler & Company, LLC

PART IV.

Item 15. Exhibits and Reports on Form 8-K

Index to Exhibits

2520

10.11*	Service Agreement, dated October 25, 2005, between Toll International Limited and Beasley Holdings Limited
10.6*		Convertible Promissory Note, dated March 28, 2006, made by ZipGlobal Holdings, Inc. for the benefit of Zhong Hua Li in the principal amount of $98,873 bearing interest at the rate of 8% per annum
10.12*	Reciprocal International Carrier Service Agreement, dated December 30, 2005, between KDDI America, Inc. and Beasley Holdings Limited
10.7*		Conversion, dated March 28, 2006, of Convertible Promissory Note, dated March 28, 2006, made by ZipGlobal Holdings, Inc. for the benefit Hio Tong Ieong for 272,746 shares of common stock of ZipGlobal Holdings, Inc.
10.13	Agreement, dated March 31, 2009, between ZipGlobal Holdings, Inc. and Beasley Holdings, Limited.
10.8*		Conversion, dated March 28, 2006, of Convertible Promissory Note, dated March 28, 2006, made by ZipGlobal Holdings, Inc. for the benefit of Zhong Hua Li for 197,746 shares of common stock of ZipGlobal Holdings, Inc.
21.1*	Subsidiaries of ZipGlobal Holdings, Inc.
10.9*		Agreement on Management Fee, dated March 31, 2006, between Beasley Holdings Limited and Max International Investment Limited
31.1	Certification of Michael C. Lee pursuant to 18 U.S.C. Section 1350, as adopted, to Section 302 of the Sarbanes-Oxley Act of 2002
10.10*		Carrier Service Agreement, dated March 1, 2006, between Lucky Tone Communications Limited and Beasley Holdings Limited
32.2	Certification of Michael C. Lee pursuant to 18 U.S.C. Section 1350, as adopted, to Section 906 of the Sarbanes-Oxley Act of 2002
10.11*		Service Agreement, dated October 25, 2005, between Toll International Limited and Beasley Holdings Limited
10.12*		Reciprocal International Carrier Service Agreement, dated December 30, 2005, between KDDI America, Inc. and Beasley Holdings Limited
10.13		Agreement, dated March 31, 2009, between ZipGlobal Holdings, Inc. and Beasley Holdings, Limited.
21.1*		Subsidiaries of ZipGlobal Holdings, Inc.
31.1		Certification of Michael C. Lee pursuant to 18 U.S.C. Section 1350, as adopted, to Section 302 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Michael C. Lee pursuant to 18 U.S.C. Section 1350, as adopted, to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed as an exhibit to Registration Statement on Form SB-2, as amended (File No.: 333-13514) and incorporated by reference herein.

~~Reports on Form 8-K~~21

Beasley Holdings Limited Sale

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ZIPGLOBAL HOLDINGS, INC.
Dated: August 12, 2009	By:	/s/ MICHAEL C. LEE
Dated: June 29, 2010	By:	/s/ MICHAEL C. LEE
		MICHAEL C. LEE
		President, Chief Executive Officer,
		and Director (Principal Executive Officer)
		and Director (Principal Executive Officer) (Principal Financial Officer)
		(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the dates indicated.

Signature/Title:		Date:
/s/ MICHAEL C. LEE		~~August~~June 1229, ~~2009~~2010
MICHAEL C. LEE
President, Chief Executive Officer,
and Director,
and Director
(Principal Executive Officer)
(Principal Financial Officer)
/s/ ZHONG HUA LI		June 29, 2010
ZHONG HUA LI
Chairman of the Board
Chairman of the Board and Director
/s/ HIO TONG IEONG		~~August~~June 1229, ~~2009~~2010
HIO TONG IEONG
Head of Asian Marketing and Sales,
Secretary and Director

2722

Filing Compare · ZipGlobal Holdings, Inc.