UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




FORM
10-Q


_______________




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




For
the quarterly period ended June 30, 2008




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





For the transition period from
______to______.




355,
INC.


(Exact
name of registrant as specified in Charter)




DELAWARE
            
            000-50413
            
            98-0407797(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File No.)
            
            (IRS
      Employee Identification No.)





711
N. 1st Avenue, Arcadia, California 91006


(Address
of Principal Executive Offices)


_______________




(626)
641-5620


(Issuer
Telephone number)


_______________




(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (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 issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x Noo




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer”
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
number of shares outstanding of each of the issuer’s classes of common equity,
as of July 25, 2008:  100,000 shares of Common Stock.













355,
INC.


FORM
10-Q


June
30, 2008


INDEX




PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures




PART
II-- OTHER INFORMATION




Item
      1
            Legal
      ProceedingsItem
      1A
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K




SIGNATURE













Item 1. Financial
Information




355,
Inc.
 (a
development stage company)
 FINANCIAL
STATEMENTS
 As of
June 30, 2008
  BALANCE
      SHEET
              F-1STATEMENT OF
      OPERATIONS
              F-2STATEMENT OF
      STOCKHOLDERS' EQUITY
              F-3STATEMENT OF
      CASH FLOWS
              F-4FINANCIAL
      STATEMENT FOOTNOTES
              F-5
  
 
   355,
      Inc.(a
      development stage company)BALANCE
      SHEETAs
      of June 30, 2008 and December 31, 2007ASSETSCURRENT
      ASSETS
              
              6/30/2008
              
              
              12/31/2007Cash
              
              $
              -
              
              
              $
              -Total
      Current Assets
              
              
              -
              
              
              
              -TOTAL
      ASSETS
              
              $
              -
              
              
              $
              -LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccrued
      Expenses
              
              $
              8,900
              
              
              $
              7,900Total
      Current Liabilities
              
              
              8,900
              
              
              
              7,900TOTAL
      LIABILITIES
              
              $
              8,900
              
              
              $
              7,900STOCKHOLDERS'
      EQUITYCommon
      Stock - Par value $0.0001;Authorized:
      50,000,000Issued
      and Outstanding: 100,000
              
              
              100
              
              
              
              100Additional
      Paid-In Capital
              
              
              -
              
              
              
              -Accumulated
      Deficit
              
              
              (9,000
              )
              
              
              (8,000
              )Total
      Stockholders' Equity
              
              
              (8,900
              )
              
              
              (7,900
              )TOTAL
      LIABILITIES AND EQUITY
              
              $
              -
              
              
              $
              -










F-1


355,
      Inc.(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the six months ending June 30, 2008 and 2007from
      inception (September 19, 2003) through June 30, 20086
      MONTHS
                
                
                6
      MONTHS
                
                
                FROMENDING
                
                
                ENDING
                
                
                INCEPTION6/30/2008
                
                
                6/30/2007
                
                
                TO
      6/30/08REVENUE
                
                $
                -
                
                
                $
                -
                
                
                $
                -COST OF
      SERVICES
                
                
                -
                
                
                
                -
                
                
                
                -GROSS PROFIT OR
      (LOSS)
                
                
                -
                
                
                
                -
                
                
                
                -GENERAL AND
      ADMINISTRATIVE EXPENSES
                
                
                1,000
                
                
                
                1,000
                
                
                
                9,000NET INCOME
      (LOSS)
                
                
                (1,000
                )
                
                
                (1,000
                )
                
                
                (9,000
                )ACCUMULATED DEFICIT,
      BEGINNING BALANCE
                
                
                (8,000
                )
                
                
                (5,750
                )
                
                
                -ACCUMULATED DEFICIT,
      ENDING BALANCE
                
                $
                (9,000
                )
                
                $
                (6,750
                )
                
                $
                (9,000
                )Earnings (loss) per
      share
                
                $
                (0.01
                )
                
                $
                (0.01
                )Weighted average
      number of common shares
                
                
                100,000
                
                
                
                100,000




F-2


355,
      Inc.(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYFrom
      inception (September 19, 2003) through June 30, 2008COMMON
                
                
                ACCUM.
                
                
                TOTALSHARES
                
                
                STOCK
                
                
                DEFICIT
                
                
                EQUITYStock
      issued on acceptance
                
                
                100,000
                
                
                $
                100
                
                
                $
                -
                
                
                $
                100of
      incorporation expensesSeptember
      19, 2003Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (1,050
                )
                
                
                (1,050
                )Total,
      December 31, 2003
                
                
                100,000
                
                
                
                100
                
                
                
                (1,050
                )
                
                
                (950
                )Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (1,250
                )
                
                
                (1,250
                )Total,
      December 31, 2004
                
                
                100,000
                
                
                
                100
                
                
                
                (2,300
                )
                
                
                (2,200
                )Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (1,650
                )
                
                
                (1,650
                )Total,
      December 31, 2005
                
                
                100,000
                
                
                
                100
                
                
                
                (3,950
                )
                
                
                (3,850
                )Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (1,800
                )
                
                
                (1,800
                )Total,
      December 31, 2006
                
                
                100,000
                
                
                
                100
                
                
                
                (5,750
                )
                
                
                (5,650
                )Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (2,250
                )
                
                
                (2,250
                )Total,
      December 31, 2007
                
                
                100,000
                
                
                
                100
                
                
                
                (8,000
                )
                
                
                (7,900
                )Net
      Income (Loss)
                
                
                
                
                
                
                
                
                
                
                (1,000
                )
                
                
                (1,000
                )Total,
      June 30, 2008
                
                
                100,000
                
                
                $
                100
                
                
                $
                (9,000
                )
                
                $
                (8,900
                )
 F-3
   355,
      Inc.(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the six months ended June 30, 2008 and 2007from
      inception (September 19, 2003) through June 30, 20086
      MONTHS
                
                
                6
      MONTHS
                
                
                FROMENDING
                
                
                ENDING
                
                
                INCEPTIONCASH FLOWS FROM
      OPERATING ACTIVITIES
                
                6/30/2008
                
                
                6/30/2007
                
                
                TO
      6/30/08Net
      income (loss)
                
                $
                (1,000
                )
                
                $
                (1,000
                )
                
                $
                (9,000
                )Stock
      issued as compensation
                
                
                -
                
                
                
                -
                
                
                
                100Increase
      (Decrease) in Accrued Expenses
                
                
                1,000
                
                
                
                1,000
                
                
                
                8,900Total
      adjustments to net income
                
                
                1,000
                
                
                
                1,000
                
                
                
                9,000Net
      cash provided by (used in) operating activities
                
                
                -
                
                
                
                -
                
                
                
                -CASH FLOWS FROM
      INVESTING ACTIVITIESNone
                
                
                -
                
                
                
                -
                
                
                
                -Net
      cash flows provided by (used in) investing activities
                
                
                -
                
                
                
                -
                
                
                
                -CASH FLOWS FROM
      FINANCING ACTIVITIESNone
                
                
                -
                
                
                
                -
                
                
                
                -Net
      cash flows provided by (used in) financing activities
                
                
                -
                
                
                
                -
                
                
                
                -CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                
                
                -
                
                
                
                -
                
                
                
                -Cash -
      beginning balance
                
                
                -
                
                
                
                -
                
                
                
                -CASH BALANCE - END OF
      PERIOD
                
                $
                -
                
                
                $
                -
                
                
                $
                -
 
 F-4
 
 355,
INC.
 (a
development stage company)
 NOTES TO
FINANCIAL STATEMENTS
 
 1.   Summary of significant
accounting policies:
 
 Industry
- 355, Inc. (the Company), a Company incorporated in the state of Delaware
as of September 19, 2003, plans to locate and negotiate with a business entity
for the combination of that target company with The Company. The combination
will normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful in
locating or negotiating with any target company.
 
 The
Company has been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.
  Results
of Operations and Ongoing Entity:
 
 The
Company is considered to be an ongoing entity. The Company's shareholders fund
any shortfalls in The Company's cash flow on a day to day basis during the time
period that The Company is in the development stage.
  Liquidity
and Capital Resources:
 
 In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business is
located.
  Cash and
Cash Equivalents:
 
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
  Basis of
Accounting:
 
 The
Company's financial statements are prepared in accordance with generally
accepted accounting principles.
  Income
Taxes:
 
 The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates
that apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. Deferred tax assets are reduced by a
valuation allowance when in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized. At
this time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and
liabilities.
  Fair
Value of Financial Instruments:
   F-5
  
 The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available to
The Company for issuance of debt with similar terms and
remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
  Concentrations
of Credit Risk:
 
 Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
  2.   Related Party Transactions
and Going Concern:
 
 The
Company's financial statements have been presented on the basis that it is a going
concern in the development stage, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. At this time
The Company has not identified the business that it wishes to engage in.
 
 The
Company's shareholders fund The Company's activities while The Company takes steps to
locate and negotiate with a business entity for combination; however, there can
be no assurance these activities will be successful.
  3.   Accounts Receivable and
Customer Deposits:
 
 Accounts
receivable and Customer deposits do not exist at this time and therefore
have no allowances accounted for or disclosures made.
  4.   Use of
Estimates:
 
 Management
uses estimates and assumptions in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates
and assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
  5.   Revenue and Cost
Recognition:
 
 The
Company uses the accrual basis of accounting in accordance with generally accepted
accounting principles for financial statement reporting.
  6.   Accrued
Expenses:
 
 Accrued
expenses consist of accrued legal, accounting and office costs during this
stage of the business.
  7.   Operating Lease
Agreements:
 
 The
Company has no agreements at this time.
  8.   Stockholder's
Equity:
   F-6
  
 Common
Stock includes 50,000,000 shares authorized at a par value of $0.001, of which
100,000 have been issued for the amount of $100 on September 19, 2003 in acceptance
of the incorporation expenses for the Company.
  9.   Required Cash Flow
Disclosure for Interest and Taxes Paid:
 
 The
company has paid no amounts for federal income taxes and interest. The Company
issued 100,000 common shares of stock to its sole shareholder in acceptance
of the incorporation expenses for the Company.
  10.  Earnings Per
Share:
 
 Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Shares".
Diluted EPS reflects the potential dilution of securities that could share in
the earnings.
  11. Income
Tax:
 
 The
Company has available net operating loss carryforwards for financial statement
and federal income tax purposes. These loss carryforwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.  These net operating losses expire as the following, $1,050 at
2023, $1,250 at 2024, $1,650 at 2025, $1,800 at 2026, $2,250 at 2027, and $1,000
at 2028.
  The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
  The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used.  The tax based net operating losses create
tax benefits in the amount of $1,800 from inception through June 30,
2008.
  Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of June 30, 2008 are as
follows:
 
 Deferred tax assets:
 Federal net operating
loss     $  1,350
 State net operating
loss            450
 
 Total Deferred Tax Asset     
       1,800
 Less valuation
allowance        (1,800)
 0
 
 The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
  Federal income tax
rate                    
15.0%
 State tax, net of federal
benefit          5.0%
 Increase in valuation
allowance    (20.0%)
 
 Effective income tax
rate                
     0.0%
 
 
 F-7
 
 12. Subsequent
Events:
 
 None
known at this time.





F-8






ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Actual results may
materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this report. Although
management believes that the assumptions made and expectations reflected in the
forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results
will not be different from expectations expressed in this report.




Plan of
Operation




The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.




On
October 10, 2007 the Company entered into a non-binding letter of intent with
Shanghai Top-China Softsys Top-China Ltd.  Pursuant to same, if a
Definitive Agreement is finalized, the Company will issue 50,000,000 common
shares to Top China for all of the issued and outstanding shares of Top
China.  As of July 25, 2008, the Company has not entered into a
definitive agreement with Shanghai Top-China Softsys Top-China Ltd.




Results of
Operation




The
Company did not have any operating income from inception (September 19, 2003)
through June 30, 2008 and from inception to June 30, 2008, the Company
recognized a net loss of $9,000.  Some general and administrative
expenses from inception were accrued. Expenses from inception were comprised of
costs mainly associated with legal, accounting and office.




Liquidity and Capital
Resources




At June
30, 2008 the Company had no capital resources and will rely upon the issuance of
common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.




Management
anticipates seeking out a target company through solicitation. Such solicitation
may include newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers, financial
advisors and similar persons, the use of one or more World Wide Web sites and
similar methods. No estimate can be made as to the number of persons who will be
contacted or solicited. Management may engage in such solicitation directly or
may employ one or more other entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to consultants and others
who refer target businesses for mergers into public companies in which
management and its affiliates have an interest. Payments are made if a business
combination occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.




Alex Jen
will supervise the search for target companies as potential candidates for a
business combination. Alex Jen will pay, as his own expenses, any costs he
incurs in supervising the search for a target company.





Alex Jen
may enter into agreements with other consultants to assist in locating a target
company and may share stock received by it or cash resulting from the sale of
its securities with such other consultants. Alex Jen controls us and therefore
has the authority to enter into any agreement binding us. Alex Jen as our sole
officer, director and only shareholder can authorize any such agreement binding
us.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates.  The Company does not undertake any specific
actions to limit those exposures.














Item
4T.  Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.




There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect internal controls subsequent to the date
the Chief Executive Officer and the Chief Financial Officer carried out this
evaluation.













PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




Currently
we are not aware of any litigation pending or threatened by or against the
Company.




Item
1A. Risk Factors.




None.





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




None.





Item
3. Defaults Upon Senior Securities.




None.




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




None.




Item
5. Other Information.




None




Item
6. Exhibits and Reports of Form 8-K.




(a)           Exhibits




31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002




32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002




(b)           Reports
of Form 8-K




None.















SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




355,
      INC.Date:
      July 25, 2008
            By:
            /s/
      Alex JenChief
      Executive OfficerChief
      Financial Officer