**UNITED
      STATES** **SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-KSB/A**




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




For
      the
      fiscal year ended December 31, 2006




o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For
      the
      transition period from [ ] to [ ]







**310
      HOLDINGS, INC.**


*(Name
      of Registrant as specified in its charter)*








**Nevada**
            **20-4924000***(State
                or other jurisdiction of*
            *(I.R.S.
                Employer**incorporation
                or jurisdiction)*
            *Identification
                Number)*








**9903
      Santa Monica Boulevard, Suite 406**


**Beverly
      Hills, California 90212**


*(Address
      of principal executive offices)*




***Copies
      of communications to:***




**JOSEPH
      I. EMAS**


**1224
      WASHINGTON AVENUE**


**MIAMI
      BEACH, FLORIDA 33139**


**TELEPHONE
      NO.: (305) 531-1174**


**FACSIMILE
      NO.: (305) 531-1274**





Registrant’s
      telephone number, including area code: **(310)
      882-5568**





Securities
      to be registered under Section 12(b) of the Act: **None**





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





Title
                of each class
              to
                be so registered
            Name
                of each exchange on which
              each
                class is to be registeredCommon
                stock, par value $.0001
            “Pink
                Sheets”







(Title
      of
      class)Check whether the issuer is not required to file reports 9  pursuant
      to Section 13 or 15(d) of the Exchange Act.









Check
      whether the Registrant (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act. during the past 12 months (or for such shorter
      period that the Registrant was required to file such reports) and (2) has been
      subject to such filing requirements for the past 90 days


x Yes
      o No







Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained herein this form, and no disclosure will be contained, to the
      best
      of the registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB.


o
      Yes x No




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


x Yes o No




State
      Registrant's revenues for its most recent fiscal year: **$0.00**




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price of $0.03, the price at which
      the common equity was sold in the September, 2006 private placement:
      $ **90.000.**




**(ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS)**




Check
      whether the Registrant has filed all documents and reports required to be filed
      by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
      securities under a plan confirmed by a court.


Yes x No o :




**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**




State
      the
      number of shares outstanding of each of the Registrant's classes of common
      stock, as of the latest practicable date.




**65,100,000
      issued and outstanding as of March 31, 2007 (after the forward stock split
      of
      seven for one, effective January 5, 2007)**




**DOCUMENTS
      INCORPORATED BY REFERENCE: None.**




Transitional
      Small Business Disclosure Format (Check one): : Nox Yes o




**EXPLANATORY
      NOTE**





This
      Amended Annual Report on Form 10-KSB/A is being filed for the following purpose:
      Upon reviewing Rule 12b-2 of the Exchange Act and in SEC Release 33-8587,
      management determined that 310 Holdings, Inc., at the time of this report,
      would
      fall under the broad classification as a shell company and revised the recital
      to this filing to reflect this adjustment. Based on current progress of
      implementing our business plan, management anticipates that this classification
      will no longer apply in the second quarter report.









**S** **ignatures**





In
      accordance with the requirements of the Securities Act of 1933, the registrant
      certifies that it has reasonable grounds to believe that it meets all of the
      requirements of filing on Form 10-KSB/A and authorized this registration
      statement to be signed on its behalf by the undersigned, on the 20 th day of
      June, 2007.




**/s/
              Nicole
              Wright**By:
**Nicole
              Wright**President,
                CEO,
                Director


In
      accordance with the requirements of the Securities Act of 1933, this
      registration statement was signed by the following persons in the capacities
      and
      on the dates stated:





Signatures
            
            Title
            
            DateNicole
                Wright
            
            President,
                Chief Executive Officer, Chief Financial Officer, Director
            
            June
                20, 2007