UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
  FORM
10-K
 
  x
                    ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended December 31,
2008
  or
 
 o
                    TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____________to
  ______________
  310
HOLDINGS, INC.
 (Exact
name of small business issuer as specified in its charter)
  Nevada
                20-4924000(State
      or other jurisdiction of
      incorporation or organization)
                (IRS
      Employer Identification
      No.)
  9903
Santa Monica Boulevard, Suite 406
 Beverly
Hills, California 90212
 (Address
of principal executive offices)
  Copies
of communications to:
  Nicole
Wright
 9903
Santa Monica Boulevard, Suite 406
 TELEPHONE
NO.:(310)
773-4410
 FACSIMILE NO.:(310) 861-1866
 
 Registrant’s
telephone number, including area code: (310)
773-4410
 
 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 classto
      be so registered
                  Name
      of each exchange on whicheach
      class is to be registeredCommon
      stock, par value $.001
                  “Over
      the Counter Bulletin Board”
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. o Yes 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. o Yes Nox
  Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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. o
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):
  Large accelerated filer  o
                      Non-accelerated filer  o
                    
                    Accelerated filer  o
                      Small
      Business Issuerx
  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act. Yes x  No o
 The
aggregate market value of voting stock held by non-affiliates of the registrant
on December 31, 2008 was approximately $6,460,000. Solely for purposes of the
foregoing calculation, all of the registrant’s directors and officers as of
December 31, 2008, are deemed to be affiliates. This determination of affiliate
status for this purpose does not reflect a determination that any persons are
affiliates for any other purposes.
  State
the number of shares outstanding of each of the issuer’s classes of equity
securities, as of the latest practicable date: As at March 31, 2009, there were
63,700,000 shares of Common Stock, $0.001 par value per share
issued.
  Documents
Incorporated By Reference -None


Table of Contents




310 HOLDINGS,
INC.


FORM
10-K ANNUAL REPORT


FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008


TABLE
OF CONTENTS





PART IITEM 1.
                        
                        BUSINESS
                        
                        1ITEM 1A.
                        
                        RISK
      FACTORS
                        
                        2ITEM 1B.
                        
                        UNRESOLVED
      STAFF COMMENTS
                        
                        5ITEM 2.
                        
                        PROPERTIES
                        
                        5ITEM 3.
                        
                        LEGAL
      PROCEEDINGS
                        
                        5ITEM 4.
                        
                        SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                        
                        5PART IIITEM 5.
                        
                        MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                        
                        6ITEM 6.
                        
                        SELECTED
      FINANCIAL DATA
                        
                        6ITEM 7.
                        
                        MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                        
                        7ITEM 7A.
                        
                        QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                        
                        9ITEM 8.
                        
                        CONSOLIDATED
      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                        
                        10ITEM 9.
                        
                        CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                        
                        11ITEM 9A.
                        
                        CONTROLS
      AND PROCEDURES
                        
                        11ITEM 9B.
                        
                        OTHER
      INFORMATION
                        
                        12PART IIIITEM 10.
                        
                        DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
      GOVERNANCE
                        
                        13ITEM 11.
                        
                        EXECUTIVE
      COMPENSATION
                        
                        14ITEM 12.
                        
                        SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                        
                        15ITEM 13.
                        
                        CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                        
                        16ITEM 14.
                        
                        PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                        
                        17PART IVITEM 15.
                        
                        EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                        
                        18SIGNATURES
                        
                        19




CERTIFICATIONS  Exhibit 31
            
            Management certificationExhibit
      32
            
            Sarbanes-Oxley Act




Table of Contents




FORWARD
LOOKING STATEMENTS





There are
statements in this registration statement that are not historical facts. These
“forward-looking statements” can be identified by use of terminology such as
“believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,”
“expect,” “estimate,” “project,” “positioned,” “strategy” and similar
expressions. You should be aware that these forward-looking statements are
subject to risks and uncertainties that are beyond our control.  For a
discussion of these risks, you should read this entire Registration Statement
carefully.  Although management believes that the assumptions underlying
the forward looking statements included in this Registration Statement are
reasonable, they do not guarantee our future performance, and actual results
could differ from those contemplated by these forward looking statements. The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements.  In the light of
these risks and uncertainties, there can be no assurance that the results and
events contemplated by the forward-looking statements contained in this
Registration Statement will in fact transpire. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of their
dates. We do not undertake any obligation to update or revise any
forward-looking statements.





Unless
otherwise noted, references in this registration statement to “310 Holdings” the
“Company,” “we,” “our” or “us” means 310 Holdings, Inc., a Nevada
corporation.




PART
I


ITEM 1.BUSINESS





Business
Development





310
Holdings, Inc. (“310” or the “Company”) is a development stage corporation that
is focused on providing growth and development strategies to companies in the
entertainment industry with a specific emphasis on film and music distribution
as well as high-end clothing line companies. Based on the comprehensive due
diligence performed by the advisory board, the executive committee will select
companies that have a proven track record and a realistic, but aggressive
business model for inclusion into the 310 portfolio. Once selected, the 310 will
draft executive oversight recommendations and commit  resources
including, but not limited to, financing, franchising options, synergistic joint
venture introductions, and distribution network expansion
opportunities.  This procedure will position each company to maximize
their potential and realize optimal financial returns from multiple profit
centers.





On
July 17, 2008, G & G MINING CORP., a corporation organized under the laws of
Florida, purchased 40,250,000 shares of Company common stock, representing
63.19% voting interest from our President and Chief Executive Officer, Nicole
Wright. On August 18, 2008, Nicole Wright resigned as a
member of the Board of Directors and as an Officer of the Company to pursue
other interests.





On
October 29, 2008 our Company, 310 Holdings Acquisition Subsidiary Corp., a
Florida corporation and a wholly owned subsidiary of 310, and G & G Mining
Corp., a Florida corporation, entered into an Agreement and Plan of Merger (the
“Merger”) whereby G & G Mining Corp was merged into the Company (the “Merger
Agreement”) pursuant to a reorganization within the meaning of Sections
368(a)(1)(A) and 368(a)(2)(D) of the IRS Code. Pursuant to the terms and
conditions of the Merger Agreement, the shareholders of G & G Mining Corp
was to receive shares of Company capital stock (which may be a series of
preferred stock to be determined by the Board of Directors) and our company
would receive all the issued and outstanding shares of G & G Mining
Corp.




The
Merger was conditioned upon certain post-closing conditions, including but not
limited to, changing the name of our company to a name designated by G & G
Mining Corp. management and effect reverse stock split.  The
post-closing conditions obligations of G&G Mining Corp were not satisfied
and the parties determined to unwind the transaction.  No securities
were issued to G & G Mining Corp. pursuant to the Merger Agreement. On
February 27, 2009, the assets of G & G Mining Corp. were assumed and
assigned to G & G Mining Corp of Florida. The terms and conditions of the
assignment are included in the Assignment and Assumption Agreement filed as
Exhibit 2.1 to Form 8-K dated February 27, 2009.  Consequently, G
& G Mining Corp. returned the 40,250,000 shares of Company common stock,
purchased on July 17, 2008 to our past President and Chief Executive Officer,
Nicole Wright.  Consequently, Nicole Wright holds a 63.19% voting
interest in our issued and outstanding shares of common stock.




On
February 27, 2009, Rene Gomez resigned as a member of the Board of Directors and
as an Officer of the Company to pursue other interests. Prior to his
resignation, Rene Gomez appointed Nicole Wright as the sole member of our Board
of Directors to serve until the next annual meeting of the Corporation’s
shareholders or her earlier death, resignation or removal from office. Nicole
Wright was also appointed as Chief Executive Officer and Chief Financial
Officer. Nicole Wright was our prior member of our Board of
Directors  and Chief Executive Officer and Chief Financial
Officer.





Accordingly, we are reverting to our
original business plan to become fully operational.




1
 Table of Contents




Employees





310
Holdings, Inc. is currently in the development stage. During the development
stage, we plan to rely exclusively on the services of our sole officer and
director to set up our business operations. Currently, the officers are the only
people providing a time commitment to the company on a part-time basis and
expect to devote a minimum of 15 hours per week to our operations. Ms. Wright is
prepared to dedicate additional time, as needed. At this time, there are no
full- or part-time employees. We do not expect to hire any additional employees
over the next 12 months, although the possibility does exist that administrative
staff may be required should sufficient business develop.





Regulatory
Mandates





310
Holdings, Inc. is not aware of any existing or probable government regulations
that would have a material effect on our business.





Administrative
Offices





310’s
administrative office is located at 9903 Santa Monica Boulevard, Suite 406,
Beverly Hills, California 90212.






WHERE YOU CAN FIND MORE
INFORMATION





You are
advised to read this Form 10-K in conjunction with other reports and documents
that we file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from
time to time. You may obtain copies of these reports directly from us or from
the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington,
D.C. 20549, and you may obtain information about obtaining access to the
Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains information for electronic filers at its website
http://www.sec.gov.




ITEM 1A. RISKFACTORS





Our
common shares must be considered a speculative investment. Readers should
carefully consider the risks described below before deciding whether to invest
in shares of our common stock. If we do not successfully address any of the
risks described below, there could be a material adverse effect on our business,
financial condition or results of operations, and the trading price of our
common stock may decline and investors may lose all or part of their investment.
We cannot assure any investor that we will successfully address these
risks.





The
purchase of the common shares involves a number of significant risk factors.
Purchasers of common shares should consider the following:





INVESTORS MAY LOSE THEIR
ENTIRE INVESTMENT IF 310 FAILS TO FULLY IMPLEMENT ITS BUSINESS
PLAN.




310
Holdings, Inc. was formed in Nevada on April 20, 2006. 310 has no significant
demonstrable operations record upon which you can evaluate the business and its
prospects. To date, we have not generated any significant revenues and may incur
losses in the foreseeable future. 310’s prospects must be considered in light of
the risks, uncertainties, expenses and difficulties frequently encountered by
companies in their early stages of development. These risks include, without
limitation, competition, the absence of ongoing revenue streams, inexperienced
management and lack of brand recognition. 310 cannot guarantee that it will be
successful in accomplishing its objectives. If we fail to implement and
establish a financial base of operations, we may be forced to cease operations,
in which case investors may lose their entire investment.




FUTURE ADDITIONAL ISSUANCES
OF SHARES OF OUR COMMON STOCK MAY CAUSE INVESTORS TO BEAR A SUBSTANTIAL RISK OF
LOSS DUE TO IMMEDIATE AND SUBSTANTIAL DILUTION




We are
authorized to issue up to 70,000,000 shares of common stock. Presently, there
are 63,700,000 shares of common stock issued and outstanding as of the date of
this filing. In the event we require additional capital, we may need to increase
our authorized number of shares and issue shares of our common stock in exchange
for cash to continue as a going concern. There are no formal or informal
agreements to attain such financing. We can not assure you that any financing
can be obtained or, if obtained, that it will be on reasonable terms. Any such
future additional issuances of our stock will increase outstanding shares and
dilute stockholders’ interests.




OUR OFFICERS AND DIRECTORS
HAVE LIMITED BUSINESS EXPERIENCE AND NO EXPERTISE MANAGING A PUBLIC COMPANY. AS
A RESULT, WE MAY BE UNABLE TO DEVELOP OUR BUSINESS AND MANAGE OUR PUBLIC
REPORTING REQUIREMENTS.




Our
operations depend on the efforts of our officers and directors, who have no
experience related to public company management or as a principal accounting or
principal financial officer. Additionally, our officers and directors have
limited experience related to marketing. Because of these factors, we may be
unable to develop and implement our business and manage our public reporting
requirements. We cannot guarantee you that we will overcome any such
obstacles.




INVESTORS HAVE LIMITED
CONTROL OVER DECISION-MAKING BECAUSE OUR OFFICERS AND DIRECTORS CONTROL THE
MAJORITY OF OUR ISSUED AND OUTSTANDING COMMON STOCK.




Our sole
officer and director beneficially own approximately 63.19% of our outstanding
common stock. As a result, these stockholders could exercise control over all
matters requiring stockholder approval, including the election of directors and
approval of significant corporate transactions. Such concentrated control may
also make it difficult for our stockholders to receive a premium for their
shares of our common stock in the event we enter into transactions which require
stockholder approval. In addition, certain provisions of Nevada law could have
the effect of making it more difficult or more expensive for a third party to
acquire, or of discouraging a third party from attempting to acquire, control of
us. For example, Nevada law provides that not less than two-thirds vote of the
stockholders is required to remove a director, which could make it more
difficult for a third party to gain control of our Board of Directors. This
concentration of ownership further limits the power to exercise control by the
minority shareholders.




2
 Table of Contents




IF WE ARE UNABLE TO OBTAIN
ADDITIONAL FUNDING, WE MAY BE FORCED TO GO OUT OF BUSINESS.




We have
limited capital resources. To date, we have not generated any significant cash
flow from our operations. Unless we begin to generate sufficient revenues from
the implementation of our proposed business plan to finance operations as a
going concern, we may experience liquidity and solvency problems. Such liquidity
and solvency concerns may force us to go out of business if additional financing
is not available. We have no intention of liquidating. In the event our cash
resources are insufficient to continue operations, we intend to raise additional
capital through offerings and sales of equity or debt securities. In the event
we are unable to raise sufficient funds, we will be forced to go out of business
and will be forced to liquidate. A possibility of such outcome presents a risk
of complete loss of investment in our common stock.




OUR INTERNAL CONTROLS MAY BE
INADEQUATE, WHICH COULD CAUSE OUR FINANCIAL REPORTING TO BE UNRELIABLE AND LEAD
TO MISINFORMATION BEING DISSEMINATED TO THE PUBLIC.




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
internal control over financial reporting is a process designed by, or under the
supervision of, the principal executive and principal financial officer and
effected by the board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) 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.




We
principally have one individual performing the functions of all officers and
directors. This individual developed our internal control procedures and is
responsible for monitoring and ensuring compliance with those procedures. As a
result, our internal controls may be inadequate or ineffective, which could
cause our financial reporting to be unreliable and lead to misinformation being
disseminated to the public. Investors relying upon this misinformation may make
an uninformed investment decision.




WE MAY LOSE OUR OFFICERS AND
DIRECTORS WITHOUT EMPLOYMENT AGREEMENTS.




Our
operations depend substantially on the skills and experience of Nicole Wright,
an officer and director. We have no other full- or part-time employees besides
Ms. Wright. Furthermore, we do not maintain “key man” life insurance on Ms.
Wright. Without an employment contract, we may lose this individual to other
pursuits without a sufficient warning and, consequently, go out of
business.




Ms.Wright
is presently involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, each may face a conflict in selecting between 310
and other business interests. We believe that  Ms.Wright will not
consider entering a similar line of business as we conduct. However, there can
be no assurance of this as 310 has not formulated a policy for the resolution of
such conflicts.




OUR OFFICERS AND DIRECTORS
WORK FOR US ON A PART-TIME BASIS. AS A RESULT, WE MAY BE UNABLE TO DEVELOP OUR
BUSINESS AND MANAGE OUR PUBLIC REPORTING REQUIREMENTS.




Our
operations depend on the efforts of our officers and directors. Our officers and
directors do not have experience related to public company management, nor
experience as principal accounting officers. Because of this, we may be unable
to offer and sell the shares in this offering and develop and manage our
business. We cannot guarantee that we will be able to overcome any such
obstacles.





CERTAIN NEVADA CORPORATION
LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH COULD ADVERSELY AFFECT
THE MARKET PRICE OF OUR COMMON STOCK.




We are
incorporated in the State of Nevada. Certain provisions of Nevada corporation
law could adversely affect the market price of our common stock. Because Nevada
corporation law requires board approval of a transaction involving a change in
our control, it would be more difficult for someone to acquire control of us.
Nevada corporate law also discourages proxy contests making it more difficult
for you and other shareholders to elect directors other than the candidate or
candidates nominated by our board of directors.




THE COSTS AND EXPENSES OF
SEC REPORTING AND COMPLIANCE MAY INHIBIT OUR OPERATIONS.




After the
effectiveness of this registration statement, we will be subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended. The
costs of complying with such requirements may be substantial. In the event we
are unable to establish a base of operations that generates sufficient cash
flows or cannot obtain additional equity or debt financing, the costs of
maintaining our status as a reporting entity may inhibit out ability to continue
our operations.




3
 Table of Contents




INVESTORS MAY HAVE
DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE 310 STOCK IS SUBJECT TO PENNY
STOCK REGULATION.




The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. Penny stocks generally are equity securities with
a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange system). The penny stock rules require a broker/dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document prepared by the SEC that
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker/dealer also must provide the customer with bid
and offer quotations for the penny stock, the compensation of the broker/dealer,
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer’s account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from such rules; the broker/dealer must make a
special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in any secondary market for a stock that becomes subject to the
penny stock rules, and accordingly, customers in Company securities may find it
difficult to sell their securities, if at all.





WE WERE A "SHELL" COMPANY
AND OUR SHARES ARE SUBJECT TO RESTRICTIONS ON RESALE.





Although
we are no longer deemed a "shell company" as defined in Rule 12b-2 of the
Securities Exchange Act of 1934, for the twelve months following this filing,
shareholders holding restricted, non-registered shares will not be able to use
the exemptions provided under Rule 144 for the resale of  their shares
of common stock.  Preclusion from any prospective  investor
using the exemptions provided by Rule 144 may be more  difficult
for  us to sell equity securities or equity-related securities in the
future to investors that require a shorter period before liquidity or may
require us to expend limited funds to register their shares for resale in a
future  prospectus.




WE DO NOT INTEND TO PAY
DIVIDENDS.




We do not
anticipate paying cash dividends on our common stock in the foreseeable future.
We may not have sufficient funds to legally pay dividends. Even if funds are
legally available to pay dividends, we may nevertheless decide in our sole
discretion not to pay dividends. The declaration, payment and amount of any
future dividends will be made at the discretion of the board of directors, and
will depend upon, among other things, the results of our operations, cash flows
and financial condition, operating and capital requirements, and other factors
our board of directors may consider relevant. There is no assurance that we will
pay any dividends in the future, and, if dividends are rapid, there is no
assurance with respect to the amount of any such dividend.




BECAUSE WE ARE QUOTED ON THE
OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM, OUR INVESTORS MAY
HAVE A TOUGHER TIME SELLING THEIR STOCK OR EXPERIENCE NEGATIVE VOLATILITY ON THE
MARKET PRICE OF OUR STOCK.




Our
common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part
because it does not have a national quotation system by which potential
investors can follow the market price of shares except through information
received and generated by a limited number of broker-dealers that make markets
in particular stocks. There is a greater chance of volatility for securities
that trade on the OTCBB as compared to a national exchange or quotation system.
This volatility may be caused by a variety of factors, including the lack of
readily available price quotations, the absence of consistent administrative
supervision of bid and ask quotations, lower trading volume, and market
conditions. Investors in our common stock may experience high fluctuations in
the market price and volume of the trading market for our securities. These
fluctuations, when they occur, have a negative effect on the market price for
our securities. Accordingly, our stockholders may not be able to realize a fair
price from their shares when they determine to sell them or may have to hold
them for a substantial period of time until the market for our common stock
improves.




FAILURE TO ACHIEVE AND
MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE
SARBANES-OXLEY ACT OF 2002 COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS
AND OPERATING RESULTS





It may be
time consuming, difficult and costly for us to develop and implement the
additional internal controls, processes and reporting procedures required by the
Sarbanes-Oxley Act. If we are unable to comply with these requirements of the
Sarbanes-Oxley Act, we may not be able to obtain the independent accountant
certifications that the Sarbanes-Oxley Act requires of publicly traded
companies.





If we
fail to comply in a timely manner with the requirements of Section 404 of the
Sarbanes-Oxley Act regarding internal control over financial reporting or to
remedy any material weaknesses in our internal controls that we may identify,
such failure could result in material misstatements in our financial statements,
cause investors to lose confidence in our reported financial information and
have a negative effect on the trading price of our common stock.





Pursuant
to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning
with this annual report on Form 10-K for our fiscal period ending December 31,
2008, we are required to prepare assessments regarding internal controls over
financial reporting and beginning with our annual report on Form 10-K for our
fiscal period ending December 31, 2008, furnish a report by our management on
our internal control over financial reporting. We have begun the process of
documenting and testing our internal control procedures in order to satisfy
these requirements, which has resulted in increased general and administrative
expenses and has shifted management time and attention from revenue-generating
activities to compliance activities. There can be no assurance that our auditors
will be able to issue an unqualified opinion on management’s assessment of the
effectiveness of our internal control over financial reporting. Failure to
achieve and maintain an effective internal control environment or complete our
Section 404 certifications could have a material adverse effect on our stock
price.




4
 Table of Contents




In
addition, in connection with our on-going assessment of the effectiveness of our
internal control over financial reporting, we may discover “material weaknesses”
in our internal controls as defined in standards established by the Public
Company Accounting Oversight Board, or the PCAOB. A material weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. The PCAOB
defines “significant deficiency” as a deficiency that results in more than a
remote likelihood that a misstatement of the financial statements that is more
than inconsequential will not be prevented or detected.





In the
event that a material weakness is identified, we will employ qualified personnel
and adopt and implement policies and procedures to address any material
weaknesses that we identify. However, the process of designing and implementing
effective internal controls is a continuous effort that requires us to
anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a system of
internal controls that is adequate to satisfy our reporting obligations as a
public company. We cannot assure you that the measures we will take will
remediate any material weaknesses that we may identify or that we will implement
and maintain adequate controls over our financial process and reporting in the
future.





Any
failure to remediate any material weaknesses that we may identify or to
implement new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, cause us to fail to meet our
reporting obligations or result in material misstatements in our financial
statements. Any such failure could also adversely affect the results of the
periodic management evaluations of our internal controls and, in the case of a
failure to remediate any material weaknesses that we may identify, would
adversely affect the annual auditor attestation reports regarding the
effectiveness of our internal control over financial reporting that are required
under Section 404 of the Sarbanes-Oxley Act of 2002. Inadequate internal
controls could also cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our
common stock.





SHOULD
ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE
UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR
PLANNED.




Special
Note Regarding Forward-Looking Statements





This
filing contains forward-looking statements about our business, financial
condition and prospects that reflect our management’s assumptions and good faith
beliefs based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.





The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our proposed
services and the products we expect to market, our ability to establish a
customer base, managements’ ability to raise capital in the future, the
retention of key employees and changes in the regulation of our
industry.





There may
be other risks and circumstances that management may be unable to predict. When
used in this filing, words such as, “believes,” “expects,” “intends,” “plans,”
“anticipates,” “estimates” and similar expressions are intended to identify and
qualify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.





ITEM 1B. UNRESOLVED STAFF COMMENTS





Not
applicable to small business filers.





ITEM 2.DESCRIPTION OF PROPERTY





The
Company uses the mailing address of 9903 Santa Monica Boulevard, Suite 406,
Beverly Hills, California 90212 and has the availability to utilize office space
at that location. The services provided by 310 better lend themselves to 310
representatives meeting potential clients at the potential client’s principal
place of business for not only convenience of the potential client, but for 310
to better understand the business nature of the potential client. We believe
that this arrangement is suitable and most cost-effective at this time. There
are currently no proposed programs for the renovation, improvement or
development of the facilities we currently use. The facilities are provided by
our director at no charge.





ITEM 3. LEGALPROCEEDINGS





To the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present director or executive officer of the Company:
(1)any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (2)any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3)being subject to any order, judgment or
decree, not subsequently reversed, suspended or vacated, of any court of any
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; and (4)being found by a court of competent
jurisdiction (in a civil action), the Securities and Exchange Commission or the
commodities futures trading commission to have violated a Federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.





We are
not a party to any legal proceedings, there are no known judgments against the
Company, nor are there any known actions or suits filed or threatened against it
or its officers and directors, in their capacities as such.  I am not aware
of any disputes involving the Company and the Company has no known claim,
actions or inquiries from any federal, state or other government agency.  I
know of no claims against the Company or any reputed claims against it at this
time.




ITEM 4. SUBMISSIONOF MATTERS TO A VOTE OF SECURITY
HOLDERS





No
matters were submitted to shareholders for the period ended December 31,
2008.




5
 Table of Contents




PART
II




ITEM 5.MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS




Market
Information





Our
shares of common stock began trading on the Pink Sheets of the National
Quotation Bureau on July 11, 2006 and later began trading on the OTCBB under the
symbol “TRTN.OB” on February 4, 2008 and only began trading in January,
2008.





Periods
                                      
                                      High
                                      
                                      
                                      LowFiscal
      Year 2008First
      Quarter (January – March 2008)
                                      
                                      $
                                      .27
                                      
                                      
                                      $
                                      .14Second
      Quarter (April – June 2008)
                                      
                                      $
                                      .14
                                      
                                      
                                      $
                                      .10Third
      Quarter (July – September 2008)
                                      
                                      $
                                      .10
                                      
                                      
                                      $
                                      .05Fourth
      Quarter (October – December 2008)
                                      
                                      $
                                      .05
                                      
                                      
                                      $
                                      .01








Holders
of Our Common Stock





As of
December 31, 2008, the Company had 63,700,000 shares of $0.001 par value common
stock issued and outstanding held by 25 shareholders of record.





310’s
Transfer Agent is 1 st Global Stock Transfer, LLC, 7361 Prairie Falcon Road,
Suite 110, Las Vegas, Nevada 89128, telephone number (702)
656-4919.





Dividend
Policy





310 has
never declared or paid any cash dividends on its common stock. For the
foreseeable future, 310 intends to retain any earnings to finance the
development and expansion of its business, and it does not anticipate paying any
cash dividends on its common stock. Any future determination to pay dividends
will be at the discretion of the Board of Directors and will be dependent upon
then existing conditions, including 310’s financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the board of directors considers relevant.





ITEM 6.SELECTED FINANCIAL DATA




Summary
of Statements of Operations of 310 Holdings
  Year Ended December
31, 2008 and 2007




Statement
      of Operations Data:December
      31,2008
                                      
                                      
                                      2007Revenues
                                      
                                      $
                                      15,050
                                      
                                      
                                      $
                                      24,000Operating
      and Other Expenses
                                      
                                      
                                      (89,752
                                      )
                                      
                                      
                                      (9,920
                                      )Net
      Loss
                                      
                                      $
                                      (74,702
                                      )
                                      
                                      $
                                      14,080Balance
      Sheet Data:December
      31,2008
                                      
                                      
                                      2007Current
      Assets
                                      
                                      $
                                      3,806
                                      
                                      
                                      $
                                      268,170Total
      Assets
                                      
                                      
                                      3,806
                                      
                                      
                                      
                                      268,170Total
      Liabilities
                                      
                                      
                                      1,600
                                      
                                      
                                      
                                      155,002Shareholders'Equity
      (Deficit)
                                      
                                      $
                                      2,206
                                      
                                      
                                      $
                                      113,168





6
 Table of Contents





ITEM 7. MANAGEMENTSDISCUSSION AND ANALYSIS OR PLAN OF
OPERATION





Management's
Discussion and Analysis contains various "forward looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
regarding future events or the future financial performance of the Company that
involve risks and uncertainties. Certain statements included in this Form 10−K,
including, without limitation, statements related to anticipated cash flow
sources and uses, and words including but not limited to ”anticipates",
"believes", "plans", "expects", "future" and similar statements or expressions,
identify forward looking statements. Any forward looking statements herein are
subject to certain risks and uncertainties in the Company’s business, including
but not limited to, reliance on key customers and competition in its markets,
market demand, product performance, technological developments, maintenance of
relationships with key suppliers and difficulties of hiring or retaining key
personnel, all of which may be beyond the control of the Company. The Company's
actual results could differ materially from those anticipated in these forward
looking statements as a result of certain factors, including those set forth
therein.





Management’s
Discussion and Analysis of Consolidated Results of Financial Condition and
Results of Operations ("MD&A") should be read in conjunction with the
consolidated financial statements included herein.  In addition, you
are urged to read this report in conjunction with the risk factors described
herein.





This
discussion and analysis of financial position and results of operation is
prepared as at December 31, 2008. The consolidated financial statements have
been prepared using generally accepted accounting principles in the United
States of America and, in the opinion of management, include all adjustments
considered necessary for a fair presentation of financial position, results of
operations and cash flows of the Company.




Plan
of Operations





310
Holdings, Inc. was incorporated in the State of Nevada on April 20, 2006. We are
a startup company and have not yet realized any significant, consistent
revenues. Our efforts, to date, have focused primarily on the development and
implementation of our business plan. No development-related expenses have been,
or will be paid to affiliates of 310.





During
the period from inception through December 31, 2008, we generated revenues of
$39,050, incurred total expenses of $101,182 and incurred a net loss of
$103,294. The cumulative net income was attributable solely to the initial
generation of revenues from a predecessor business, “Brookesville” to BBTLB
Films Ltd.




Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.





We do not
expect to incur any significant research and development costs.





We
currently do not own any significant plant or equipment that we would seek to
sell in the near future.





We have
not paid for expenses on behalf of our director. Additionally, we believe that
this fact shall not materially change.





We do not
intend to engage in a merger with, or effect an acquisition of, another company
in the foreseeable future.




Recent Accounting
Pronouncements





Recent
accounting pronouncements that the Company has adopted or that will be required
to adopt in the future are summarized below.





Concentrations
of Risks





Cash
Balances





The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC).  This government corporation insured
balances up to $100,000 through October 13, 2008.  As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account.  This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31,
2009.




All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009.  On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor.  Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.




7
 Table of Contents




In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.




8
 Table of Contents


In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.




In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.




In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. 
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this statement does
not require any new fair value measurements. However, for some entities, the
application of this statement will change current practice. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The Company will adopt this statement
March 1, 2008, and it is not believed that this will have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.




ITEM 7A. QUANTITATIVEAND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK




We do not
hold any derivative instruments and do not engage in any hedging
activities




9
 Table of Contents




ITEM 8. FINANCIALSTATEMENTS





Independent Auditors' Report
              F-1Consolidated Balance Sheets for the year ended December 31,
      2008 and December 31, 2007
              F-2Consolidated Statements of Operations for the year ended
      December 31, 2008 and December 31, 2007
                and From Inception on April 20, 2006 through December 31,
      2008
              F-3Consolidated Statements of Stockholders’ Equity From Inception
      on April 20, 2006 though December 31, 2008
              F-4Consolidated Statements of Cash Flows for the years ended
      December 31, 2008 and December 31, 2007
                and From Inception on April 20, 2006  through
      December 31, 2008
              F-5Notes to Consolidated Financial
    Statements
              F-6





10
 Table of Contents





MOORE& ASSOCIATES,
CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB
REGISTERED
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
the Board of Directors
 310
Holdings, Inc.
 (A
Development Stage Company)
  We
have audited the accompanying balance sheets of 310 Holdings, Inc. (A
Development Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders' equity and cash flows for the years then
ended, and from inception on April 30, 2006 through December 31, 2008. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
  We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 financial statements referred to above present fairly, in all
material respects, the financial position of 310 Holdings, Inc. (A Development
Stage Company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders' equity and cash flows for the years then ended, and
from inception on April 30, 2006 through December 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company has an accumulated deficit of $101,694, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 6. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  /s/
Moore & Associates, Chartered
  Moore
& Associates, Chartered
 Las
Vegas, Nevada March 27, 2009
 
 
 
 
 6490 West Desert Inn Rd, Las
Veqas, NV 89146 (702) 253-7499 Fax (702) 253-7501





F-1
 Table of Contents




310 HOLDINGS, INC.(A
      Development Stage Company)Balance
      Sheets
  ASSETSDecember
      31,
                                                                
                                                                
                                                                December
      31,2008
                                                                
                                                                
                                                                2007CURRENT
      ASSETSCash
                                                                
                                                                $
                                                                3,806
                                                                
                                                                
                                                                $
                                                                268,170Total
      Current Assets
                                                                
                                                                
                                                                3,806
                                                                
                                                                
                                                                
                                                                268,170TOTAL
      ASSETS
                                                                
                                                                $
                                                                3,806
                                                                
                                                                
                                                                $
                                                                268,170LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                                                
                                                                $
                                                                1,600
                                                                
                                                                
                                                                $
                                                                6,402Notes
      from affiliate
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                148,600Total
      Current Liabilities
                                                                
                                                                
                                                                1,600
                                                                
                                                                
                                                                
                                                                155,002STOCKHOLDERS'
      EQUITYPreferred
      stock; $0.001 par value, 5,000,000 sharesauthorized;
      no shares issued or outstanding
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Common
      stock, $0.001 par value, 70,000,000shares
      authorized, 63,700,000shares
      issued and outstanding
                                                                
                                                                
                                                                63,700
                                                                
                                                                
                                                                
                                                                63,700Additional
      paid-in capital
                                                                
                                                                
                                                                41,800
                                                                
                                                                
                                                                
                                                                41,800Deficit
      accumulated during the development stage
                                                                
                                                                
                                                                (103,294
                                                                )
                                                                
                                                                
                                                                7,668Total
      Stockholders' Equity
                                                                
                                                                
                                                                2,206
                                                                
                                                                
                                                                
                                                                113,168TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
                                                                
                                                                $
                                                                3,806
                                                                
                                                                
                                                                $
                                                                268,170




The
      accompanying notes are an integral part of these financial
      statements.






F-2
 Table of Contents




310 HOLDINGS, INC.(A
      Development Stage Company)Statements
      of Operations
  From
      Inceptionon
      April 20,For
      the Years Ended
                                    
                                    
                                    2006
      ThroughDecember
      31,
                                    
                                    
                                    December
      31,2008
                                    
                                    
                                    2007
                                    
                                    
                                    2008REVENUES
                                    
                                    $
                                    15,050
                                    
                                    
                                    $
                                    24,000
                                    
                                    
                                    $
                                    39,050EXPENSESGeneral
      and administrative
                                    
                                    
                                    89,752
                                    
                                    
                                    
                                    9,920
                                    
                                    
                                    
                                    101,182Total
      Expenses
                                    
                                    
                                    89,752
                                    
                                    
                                    
                                    9,920
                                    
                                    
                                    
                                    101,182OPERATING
      INCOME (LOSS)
                                    
                                    
                                    (74,702
                                    )
                                    
                                    
                                    14,080
                                    
                                    
                                    
                                    (62,132
                                    )OTHER
      EXPENSESInterest
      expense
                                    
                                    
                                    35,668
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    35,668Total
      other expenses
                                    
                                    
                                    35,668
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    35,668INCOME
      TAX (BENEFIT) PROVISION
                                    
                                    
                                    592
                                    
                                    
                                    
                                    (4,902
                                    )
                                    
                                    
                                    5,494NET
      INCOME (LOSS)
                                    
                                    $
                                    (110,962
                                    )
                                    
                                    $
                                    9,178
                                    
                                    
                                    $
                                    (103,294
                                    )BASIC  INCOME
      (LOSS) PER SHARE
                                    
                                    $
                                    (0.00
                                    )
                                    
                                    $
                                    0.00WEIGHTED
      AVERAGE NUMBER OF SHARESOUTSTANDING
                                    
                                    
                                    63,700,000
                                    
                                    
                                    
                                    63,700,000




The
      accompanying notes are an integral part of these financial
      statements.


F-3
 Table of Contents


310 HOLDINGS, INC.(A
      Development Stage Company)Statements
      of Stockholders'
Equity




DeficitAccumulated
                    
                    
                    TotalAdditional
                    
                    
                    During
      the
                    
                    
                    Stockholders'Common
      Stock
                    
                    
                    Paid-In
                    
                    
                    Development
                    
                    
                    EquityShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    (Deficit)Balance
      at inception onApril
      20, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Common
      stock issued for cashat
      $0.0005 per share
                    
                    
                    40,250,000
                    
                    
                    
                    40,250
                    
                    
                    
                    (20,250
                    )
                    
                    
                    -
                    
                    
                    
                    20,000Common
      stock issued for stockoffering
      cost at $.0005 per share
                    
                    
                    2,450,000
                    
                    
                    
                    2,450
                    
                    
                    
                    (1,233
                    )
                    
                    
                    -
                    
                    
                    
                    1,217Common
      stock issued for cashat
      $0.004 per share
                    
                    
                    21,000,000
                    
                    
                    
                    21,000
                    
                    
                    
                    69,000
                    
                    
                    
                    -
                    
                    
                    
                    90,000Stock
      offering costs paid
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (5,717
                    )
                    
                    
                    -
                    
                    
                    
                    (5,717
                    )Net
      loss for the year endedDecember
      31, 2006
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (1,510
                    )
                    
                    
                    (1,510
                    )Balance,
      December 31, 2006
                    
                    
                    63,700,000
                    
                    
                    
                    63,700
                    
                    
                    
                    41,800
                    
                    
                    
                    (1,510
                    )
                    
                    
                    103,990Net
      income for the year endedDecember
      31, 2007
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    9,178
                    
                    
                    
                    9,178Balance,
      December 31, 2007
                    
                    
                    63,700,000
                    
                    
                    
                    63,700
                    
                    
                    
                    41,800
                    
                    
                    
                    7,668
                    
                    
                    
                    113,168Net
      loss for the year endedDecember
      31, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (110,962
                    )
                    
                    
                    (110,962
                    )Balance,
      December 31, 2008
                    
                    
                    63,700,000
                    
                    
                    $
                    63,700
                    
                    
                    $
                    41,800
                    
                    
                    $
                    (103,294
                    )
                    
                    $
                    2,206




The
accompanying notes are an integral part of these financial
statements.




F-4
 Table of Contents




310HOLDINGS, INC(A
      Development Stage Company)Statements
      of Cash
Flows






From
      Inceptionon
      April 20,For
      the Year Ended
                                          
                                          
                                          2006
      ThroughDecember
      31,
                                          
                                          
                                          December
      31,2008
                                          
                                          
                                          2007
                                          
                                          
                                          2008OPERATING
      ACTIVITIESNet
      income (loss)
                                          
                                          $
                                          (110,962
                                          )
                                          
                                          $
                                          9,178
                                          
                                          
                                          $
                                          (103,294
                                          )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Changes
      in operating assets and liabilities:Increase
      (derease) in shareholder advances
                                          
                                          
                                          (148,600
                                          )
                                          
                                          
                                          7,000
                                          
                                          
                                          
                                          -Increase
      (decrease) in accounts payable
                                          
                                          
                                          (4,802
                                          )
                                          
                                          
                                          1,902
                                          
                                          
                                          
                                          1,600Net
      Cash Provided (Used) byOperating
      Activities
                                          
                                          
                                          (264,364
                                          )
                                          
                                          
                                          18,080
                                          
                                          
                                          
                                          (101,694
                                          )INVESTING
      ACTIVITIES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -FINANCING
      ACTIVITIESStock
      offering costs
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (4,500
                                          )Common
      stock issued for cash
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          110,000Net
      Cash Provided byFinancing
      Activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          105,500NET
      DECREASE IN CASH
                                          
                                          
                                          (264,364
                                          )
                                          
                                          
                                          18,080
                                          
                                          
                                          
                                          3,806CASH
      AT BEGINNINGOF
      PERIOD
                                          
                                          
                                          268,170
                                          
                                          
                                          
                                          250,090
                                          
                                          
                                          
                                          -CASH
      AT END OF PERIOD
                                          
                                          $
                                          3,806
                                          
                                          
                                          $
                                          268,170
                                          
                                          
                                          
                                          3,806SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                          
                                          $
                                          35,668
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          35,668Income
      Taxes
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -NON
      CASH FINANCING ACTIVITIES:Stock
      offering costs paid in common stock
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          1,217


The
accompanying notes are an integral part of these financial
statements.


F-5
 Table of Contents




310 HOLDINGS, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007


NOTE
1 - ORGANIZATION AND BUSINESS OPERATIONS
 
 Nature of
Business
 
 The
Company was incorporated under the laws of the State of Nevada on April 20, 2006
with a principal business objective of investing in and developing all types of
businesses related to the music entertainment industry. The Company has not
realized significant revenues to date and therefore is classified as a
development stage company.
 The
Company’s fiscal year end is December 31.
 
 The
Company is considered to be in the development stage and is subject to the risks
associated with activities of development stage enterprises.
 
 NOTE
2 - BASIS OF PRESENTATION
 
 The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America.
  NOTE
3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 a. Income
Taxes
 
 Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due and deferred taxes. Deferred taxes
represent income taxes on income and expense included in the financial
statements, which will not be reported as taxable income or expense until future
periods. Deferred tax liability amounts are recognized for the future
liabilities attributable to differences between the financial statements’
carrying amount and the carrying amount for tax purposes. Deferred tax
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which the differences are expected to be recovered or
settled. Differences between tax and financial reporting result from the
Company’s use of different methods of recording depreciation for federal and
state income taxes for tax purposes.
 
 b. Use of
Estimates
 
 The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 c.Fair Value of Financial
Instruments
 
 Financial
instruments, including cash and accrued expenses and other liabilities are
carried at amounts, which reasonably approximate their fair value due to the
short-term nature of these amounts or due to variable rates of interest, which
are consistent with market rates.
 
 d. Loss per Common
Share
 
 The
Company complies with Statement of Financial Accounting Standards (“SFAS 128”),
“Earnings per Share”. SFAS 128 requires presentation of basic earnings per
share. Basic earnings (loss) per share is computed by dividing net income (loss)
applicable to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings (loss) per share includes
the dilutive effect, if any, from the potential exercise of stock options using
the treasury stock method. At December 31, 2008 and for all of the periods
before, the Company had no dilutive common equivalent shares.
 
 For
      the Year Ended December 31, 2008
                        
                        
                        For
      the Year Ended December 31, 2007Income
      (loss) (numerator)
                        
                        $
                        (110,962
                        )
                        
                        $
                        9,178Shares
      (denominator)
                        
                        
                        63,700,000
                        
                        
                        
                        63,700,000Per
      share amount
                        
                        $
                        0.00
                        )
                        
                        $
                        0.00
  F-6
 Table of Contents
  310
HOLDINGS, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
  NOTE 3 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 e.  Cash and Cash
Equivalents
 
 The
Company considers all highly liquid investment with an original maturity of
three months or less to be cash equivalents.  At December 31, 2008 and
December 31, 2007, respectively, cash and cash equivalents include cash on hand
and cash in the bank.
 
 f. Concentration of Credit
Risk
 
 The
Company maintains its operating cash balances in banks in Beverly Hills,
California.  The Federal Depository Insurance Corporation (FDIC)
insures accounts at each institution up to $250,000.
  g.  Recent Accounting
Pronouncements
 
 In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.
  In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts.
 SFAS No.
163 is effective for fiscal years beginning on or after December 15, 2008, and
interim periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
 
 F-7
 Table of Contents
 310
HOLDINGS, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 
 NOTE 3 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements (Continued)
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity.
 
 This
statement improves comparability by eliminating that diversity. This statement
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008 (that is, January 1, 2009, for entities
with calendar year-ends). Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
The Company will adopt this Statement beginning March 1, 2009. It is not
believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’ This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
 
 In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.
  h. Revenue
Recognition
  The
Company recognizes when products are fully delivered or services have been
provided and collection is reasonably assured.
  i. Advertising
Expense
  The
Company recognizes when products are fully delivered or services have been
provided and collection is reasonably assured. The Company has not incurred any
advertising expense as of December 31, 2008.
 
 F-8
 Table of Contents
 310
HOLDINGS, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2008 and 2007
 
 NOTE
4 - COMMON STOCK
 
 The
Company has 70,000,000 common shares authorized at par value of $0.001 and
63,700,000 issued and outstanding as of December 31, 2008 and 2007,
respectively.
 
 NOTE
5 – FAILED MERGER
 
 The
Company and G & G Mining Corp., a Florida corporation, entered into an
Agreement and Plan of Merger on October 29, 2008 whereby G & G Mining Corp
was to be merged into the Company (the “Merger Agreement”) pursuant to a
reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D) of
the IRS Code. Pursuant to the terms and conditions of the Merger Agreement, the
shareholders of G & G Mining Corp were to receive an aggregate of 6,160,000
shares of the Company’s  common stock and the Company was to receive
all the issued and outstanding shares of G & G Mining Corp.  The
planned merger was never completed and is not reflected in the Company’s
financial statements.
 
 NOTE
6 - GOING CONCERN
 
 The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
 
 NOTE
7 – INCOME TAX EXPENSE
 
 Net
deferred tax assets consist of the following components as of December 31, 2008
and 2007:
  December
      31, 2008
                    
                    
                    December
      31, 2007Income
      tax expense at statutory rate
                    
                    $
                    (43,275
                    )
                    
                    $
                    3,579Net
      operating loss carry forward
                    
                    
                    -
                    )
                    
                    
                    -Valuation
      allowance
                    
                    
                    43,275
                    )
                    
                    
                    (3,579
                    )Income
      tax expense per books
                    
                    $
                    -
                    )
                    
                    $
                    -
 
 The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the period ended December 31, 2008 and 2007 due
to the following:
 
 December
      31,
                      2008
                    
                    
                    December
      31, 2007NOL
      Carryover
                    
                    $
                    40,285
                    )
                    
                    $
                    -Valuation
      allowance
                    
                    
                    (40,285
                    )
                    
                    
                    -Net
      deferred tax asset
                    
                    $
                    -
                    )
                    
                    $
                    -
 
 At
December 31, 2008, the Company had net operating loss carry forwards of
approximately $103,294 that may be offset against future taxable income through
2028.  No tax benefit has been reported in the December 31, 2008
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
  Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for Federal income tax reporting purposes are subject to
annual limitations.  Should a change in ownership occur, net operating
loss carry forwards may be limited as to use in future years.






F-9
 Table of Contents




ITEM 9.CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES





We  have had
no disagreements on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures
with any of our accountants for the year
ended December 31,  2008 or any interim
period.





We have
not had any other changes in nor have we had any disagreements, whether or not
resolved,  with our  accountants on accounting and
financial  disclosures during our two recent fiscal years or any later
interim period.




ITEM 9A.CONTROLS AND PROCEDURES




Management’s
Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:




-
            Pertain to the maintenance of records that in reasonable
      detail accurately and fairlyreflect
      the transactions and dispositions of the assets of the
      company;-
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      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.  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.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





As of as
of the year ended December 31, 2008 management assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments.  Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below.  This was due to deficiencies that existed
in the design or operation of our internal controls over financial reporting
that adversely affected our internal controls and that may be considered to be
material weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of the year ended December 31, 2008.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.




11
 Table of Contents




Management’s
Remediation Initiatives




In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us.  And, we plan
to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by July 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by July 31, 2009.





Changes
in internal controls over financial reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.




LACK
OF INDEPENDENT BOARD OF DIRECTORS AND AUDIT COMMITTEE





Management
is aware that an audit committee composed of the requisite number of independent
members along with a qualified financial expert has not yet been
established.  Considering the costs associated with procuring and
providing the infrastructure to support an independent audit committee and the
limited number of transactions, Management has concluded that the risks
associated with the lack of an independent audit committee are not
justified.  Management will periodically reevaluate this
situation.





LACK
OF SEGREGATION OF DUTIES





Management
is aware that there is a lack of segregation of duties at the Company due to the
small number of employees dealing with general administrative and financial
matters. However, at this time management has decided that considering the
abilities of the employees now involved and the control procedures in place, the
risks associated with such lack of segregation are low and the potential
benefits of adding employees to clearly segregate duties do not justify the
substantial expenses associated with such increases.  Management will
periodically reevaluate this situation




ITEM 9B. OTHER
INFORMATION




None.




12
 Table of Contents




PART
III




ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE




The
following table sets forth certain information regarding the executive officers
and directors of 310 as of the date of this Prospectus:




Name and Address
                      Age
                      PositionNicole
      Wright
                        c/o
      310 Holdings, Inc.
                        9903
      Santa Monica Boulevard
                        Suite
      406
                        Beverly
      Hills, California 90212
                      59
                      President,
      Secretary, Treasurer and Director




Nicole
Wright – President, Treasurer, Secretary, and Director


Ms.Wright
has over twenty years of experience in the financial services industry,
Ms.Wright has achieved considerable corporate education and experience.
Initially in the position of a licensed stockbroker, she worked with several
major brokerage firms, including Merrill Lynch and Prudential Securities. While
employed by the major San Francisco Investment Banking firm of Hambrecht and
Quist, Ms.Wright gained valuable experience in start up companies, the execution
of business plans and the process of taking companies public. While spending the
past 7 years as President of her own Business Development Consulting company,
she has been continually involved in business activities such as assisting
publicly traded companies in a variety of investment banking activities, e.g.
corporate management development, marketing and stock promotion, and raising
capital.





The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolutions of such
conflicts.





Board
of Directors Committees and Other Information





310
Holdings, Inc.’s sole director was elected by the stockholders to a term of one
(1) year and serves until a successor is elected and qualified. The officers
were appointed by the Board of Directors to a term of one (1) year and serve
until successor(s) are duly elected and qualified, or until removed from office.
The Board of Directors is not composed of any nominating, auditing or
compensation committees.





The Board
of Directors currently has no committees. As and when required by law, it will
establish Audit Committee and a Compensation Committee. The Audit Committee will
oversee the actions taken by our independent auditors and review our internal
financial and accounting controls and policies. The Compensation Committee will
be responsible for determining salaries, incentives and other forms of
compensation for our officers, employees and consultants and will administer our
incentive compensation and benefit plans, subject to full board
approval.





The
functions of the Audit Committee and the Compensation Committee are currently
performed by the Board of Directors.





Director
Compensation





Our
Director is not entitled to receive compensation for services rendered to us, or
for each meeting attended except for reimbursement of reasonable out-of-pocket
expenses. We have not formal or informal arrangements or agreements to
compensate Directors for services provided as a director of our
company.




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Changes
in Control




We are
not aware of any arrangements, which may result in a change in control of the
Company.





Indemnification
of Officers and Directors





As
permitted by Nevada law, our Articles of Incorporation provide that we will
indemnify its directors and officers against expenses and liabilities they incur
to defend, settle, or satisfy any civil or criminal action brought against them
on account of their being or having been Company directors or officers unless,
in any such action, they are adjudged to have acted with gross negligence or
willful misconduct.





Pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.




ITEM 11. EXECUTIVECOMPENSATION




Summary
Compensation Table




The following table shows the
compensation paid over the past three fiscal years with respect to our “named
executive officers” as that term is defined by the under the Securities and
Exchange Act of 1934.





Summary Compensation
      TableAnnual
      Compensation
                                  
                                  
                                  
                                  
                                  
                                  Long-Term
      CompensationName
      and
                                    Principal
      Position
                                  Year
                                  
                                  Salary
      ($)
                                  
                                  
                                  Bonus
      ($)
                                  
                                  
                                  Other
      Annual Compensation ($)
                                  
                                  
                                  Restricted
      Stock Awards ($)
                                  
                                  
                                  Securities
      Underlying Options (#)
                                  
                                  
                                  LTIP
      Payouts ($)
                                  
                                  
                                  All
      Other Compensation ($)Nicole
      Wright
                                  2007
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -President,
      Secretary, Director
                                  2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -




Stock Option
Grants





There
were no stock options granted on common shares in fiscal year 2008, with respect
to the Chief Executive Officer and the other named executives listed in the
Summary Compensation Table.





Stock Option
Exercised





There
were no stock options exercised on common shares in fiscal year 2008, with
respect to the Chief Executive Officer and the other named executives listed in
the Summary Compensation Table.





Outstanding
Equity Awards at Fiscal Year-End





None.





Aggregated
Option Exercises and Fiscal Year-End Option Values





None.





Long-Term
Incentive Plan Awards Table





We do not
have any Long-Term Incentive Plans.





Pension
Benefits Table





None.





Nonqualified
Deferred Compensation Table





None.





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All
Other Compensation Table





None.





Perquisites
Table





None.





Potential
Payments Upon Termination Or Change In Control Table





None.




Employment
Agreements





310 is
not a party to any employment agreements.





Code
of Ethics





We have
adopted a code of ethics that applies to all of our executive officers,
directors and employees. Code of ethics codifies the business and ethical
principles that govern all aspects of our business. This document will be made
available in print, free of charge, to any shareholder requesting a copy in
writing from the Company. A copy of our code of ethics was with the Form 10-K
for the year ended December 31, 2006, filed on March 2, 2007.




Compensation
of Directors





We
currently have one director. Our current compensation policy for directors
is to compensate them through options to purchase common stock as consideration
for their joining our board and/or providing continued services as a director.
We do not currently provide our directors with cash compensation, although we do
reimburse their expenses, with exception for a chairman of the board. No
additional amounts are payable to the Company’s directors for committee
participation or special assignments. There are no other arrangements pursuant
to which any directors was compensated during the Company’s last completed
fiscal year for any service provided.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The
following table sets forth certain information as of December 31, 2008 with
respect to the beneficial ownership of 310 Holdings, Inc.’s common stock by all
persons known by 310 to be beneficial owners of more than 5% of any such
outstanding classes, and by each director and executive officer, and by all
officers and directors as a group. Unless otherwise specified, the named
beneficial owner has, to 310’s knowledge, either sole or majority voting and
investment power.




Title
      Of Class
                              Name, Title and Address of Beneficial Owner of
      Shares (1)
                              Amount of Beneficial Ownership (2)
                              Percent
      of ClassCommon
                              Nicole
      Wright, President, Secretary, Treasurer
                              40,250,000
                              63.19%All
      Directors and Officers as a group(1
      person)
                              40,250,000
                              63.19%




Notes:


(1)
 The address for Nicole Wright is c/o 310, 9903 Santa Monica Boulevard,
Suite 406, Beverly Hills, California 90212.


(2) As
used in this table, “beneficial ownership” means the sole or shared power to
vote, or to direct the voting of, a security, or the sole or share investment
power with respect to a security (i.e., the power to dispose of, or to direct
the disposition of a security).




DESCRIPTION
OF SECURITIES




General




Our
authorized capital stock consists of 70,000,000 shares of common stock, par
value $.001, and 5,000,000 shares of preferred stock, par value $.001 (none of
which are issued and outstanding).




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Common Stock




The
shares of our common stock presently outstanding, and any shares of our common
stock issues upon exercise of stock options and/or warrants, will be fully paid
and non-assessable. Each holder of common stock is entitled to one vote for each
share owned on all matters voted upon by shareholders, and a majority vote is
required for all actions to be taken by shareholders. In the event we liquidate,
dissolve or wind-up our operations, the holders of the common stock are entitled
to share equally and ratably in our assets, if any, remaining after the payment
of all our debts and liabilities and the liquidation preference of any shares of
preferred stock that may then be outstanding. The common stock has no preemptive
rights, no cumulative voting rights, and no redemption, sinking fund, or
conversion provisions. Since the holders of common stock do not have cumulative
voting rights, holders of more than 50% of the outstanding shares can elect all
of our Directors, and the holders of the remaining shares by themselves cannot
elect any Directors. Holders of common stock are entitled to receive dividends,
if and when declared by the Board of Directors, out of funds legally available
for such purpose, subject to the dividend and liquidation rights of any
preferred stock that may then be outstanding.




Voting
Rights





Each
holder of Common Stock is entitled to one vote for each share of Common Stock
held on all matters submitted to a vote of stockholders.




ITEM 13.  CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS.




None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:




o
            Any
      of our directors or officers, except as described
  below;




o
            Any
      person proposed as a nominee for election as a
  director;




o
            Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 5% of the voting rights attached to our outstanding shares of common
      stock;




o
            Any
      of our promoters;




o
            Any
      relative or spouse of any of the foregoing persons who has the same house
      address as such person.





In May 2,
2006, 310 issued 5,750,000 shares of $0.001 par value common stock to Nicole
Wright, an officer and director, in exchange for cash in the amount of
$20,000.




16
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ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND
SERVICES




The
following table sets forth fees related to services performed by and
Moore&Associates Chartered and Tarvaran, Askelson & Company, LLP in 2008
and Moore&Associates Chartered in 2007.




2008
                                
                                
                                2007Moore&Associates
                                
                                
                                Tarvaran,Askelson&
      Company, LLP
                                
                                
                                Moore&AssociatesAudit
      Fees (1)
                                
                                $
                                3,500
                                
                                
                                $
                                1,500
                                
                                
                                $
                                2,500Audit-Related
      Fees (2)
                                
                                $
                                500
                                
                                
                                
                                0
                                
                                
                                $
                                500Tax
      Fees (3)
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0All
      Other Fees (4)
                                
                                
                                0
                                
                                
                                
                                0
                                
                                
                                
                                0Total
                                
                                $
                                4,000
                                
                                
                                $
                                1,500
                                
                                
                                $
                                3,000




(1) Audit
fees represent fees for professional services provided in connection with the
audit of our financial statements and review of our quarterly financial
statements.


(2) During
2008, we did not incur fees for assurance services related to the audit of our
financial statements and for services in connection with audits of our benefit
plans, which services would be reported in this category.


(3) Tax
fees principally included tax advice, tax planning and tax return
preparation.


(4) Other
fees related to registration statement reviews and comments.





The Board
of Directors has reviewed and discussed with the Company's management and
independent registered public accounting firm the audited consolidated financial
statements of the Company contained in the Company's Annual Report on Form 10-K
for the Company's 2008 fiscal year. The Board has also discussed with the
auditors the matters required to be discussed pursuant to SAS No. 61
(Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's consolidated financial statements.





The Board
has received and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with its auditors its independence from the Company. The Board has
considered whether the provision of services other than audit services is
compatible with maintaining auditor independence.





Based on
the review and discussions referred to above, the Board approved the inclusion
of the audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for its 2008 fiscal year for filing with the
SEC.





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Pre-Approval
Policies





The
Board's policy is now to pre-approve all audit services and all permitted
non-audit services (including the fees and terms thereof) to be provided by the
Company's independent registered public accounting firm; provided, however,
pre-approval requirements for non-audit services are not required if all such
services (1) do not aggregate to more than five percent of total revenues paid
by the Company to its accountant in the fiscal year when services are provided;
(2) were not recognized as non-audit services at the time of the engagement; and
(3) are promptly brought to the attention of the Board and approved prior to the
completion of the audit.





The Board
pre-approved all fees described above.




PART
IV
 
 ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


The
financial statements required by this Part F/S are contained under the sections
“310 Holdings, Inc. Index to Financial Statements” of the Registration
Statement. The aforementioned financial statements are incorporated herein by
reference.





3.1
              Articles
      of Incorporation (1)3.2
              By-laws
      (1)31.1
              Rule
      1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
      and Chief Financial Officer (2)31.2
              Rule
      13a-14(a)/15d-14(a) Certifications of the Chief Executive Officer and
      Chief Financial Officer (2)32.1
              Section
      1350 Certification of the Chief Executive Officer (2)32.2
              Section
      1350 Certification of the Chief Financial Officer
  (2)
  (1)   Incorporated
by reference to the Form. SB2 filed with the Securities and Exchange Commission
on December 11, 2006.





(2)   Filed
herein.




INDEX
TO EXHIBITS





The
Exhibits listed below are filed as part of this annual report.





Exhibits




31.1
                        Rule 1 3a-14(a)/15d- 14(a) Certifications of the
      Chief Executive Officer and Chief Financial
    Officer31.2
                        Rule 13a-14(a)/15d-14(a) Certifications of the Chief
      Executive Officer and Chief Financial Officer32.1
                        Section 1350 Certification of the Chief Executive
      Officer32.2
                        Section 1350 Certification of the Chief Financial
      Officer


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Signatures





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-K and authorized this registration statement
to be signed on its behalf by the undersigned, on the 31st day of March,
2009.




Date:
      March 31, 2009
                      By:
                      /s/ Nicole
      WrightName: Nicole
      WrightTitle:
      President, CEO, Director


In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Company and in the capacities
and on the dates indicated.


Signatures
                        
                        Title
                        
                        DateNicole
      Wright
                        
                        President,
      Chief Executive Officer, Chief Financial Officer, Director
                        
                        March
      31,
2009
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