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


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




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




For
      the
      fiscal year ended December 31, 2006




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




For
      the
      transition period from [ ] to [ ]




**310
      HOLDINGS, INC.**


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




**Nevada                                                           
                  20-4924000**


*(State
      or other jurisdiction
      of                                     
              
(I.R.S. Employer*


*incorporation
      or
      jurisdiction)                                                 
Identification Number)*




**9903
      Santa Monica Boulevard, Suite 406**


**Beverly
      Hills, California 90212**


*(Address
      of principal executive offices)*




***Copies
      of communications to:***




**JOSEPH
      I. EMAS**


**1224
      WASHINGTON AVENUE**


**MIAMI
      BEACH, FLORIDA 33139**


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


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





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





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





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





Title
                of each class
              to
                be so registered
            Name
                of each exchange on which
              each
                class is to be registeredCommon
                stock, par value $.0001
            OVER
                THE COUNTER




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




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




x Yes
o
      No









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




o
      Yes x No




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




o
      Yes x No




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




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price of $0.03, the price at which
      the common equity was sold in the September, 2006 private placement:
      $ **90,000.**




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




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




Yes
x No
o :




**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**




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




**63,700,000
      issued and outstanding as of March 31, 2006 (after the forward stock split
      of
      seven for one, effective January 5, 2007)**




**DOCUMENTS
      INCORPORATED BY REFERENCE: None.**




Transitional
      Small Business Disclosure Format (Check one): : No xYes o







310
      HOLDINGS ,
      INC.


FORM
      10-KSB - INDEX


Part
                  IItem
                  1.
              Description
                  of Business
              4Item
                  2.
              Description
                  of Property
              11Item
                  3.
              Legal
                  Proceedings
              12Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              12Part
                  IIItem
                  5.
              Market
                  for Common Equity and Related Stockholder Matters and Small Business
                  Issuer Purchases of Equity Securities
              13Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation
              13Item
                  7.
              Financial
                  Statements
              16Item
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              17Item
                  8A.
              Controls
                  and Procedures
              17Item
                  8B
              Other
                  information
              17Part
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters, Control Persons and Corporate Governance:
                  Compliance with Section 16(a) of the Exchange Act.
              18Item
                  10.
              Executive
                  Compensation
              20Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              21Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              21Item
                  13.
              Exhibits
              21Item
                  14.
              Principal
                  Accountant Fees and Services
              22Signatures
              24Certifications




2


**EXPLANATORY
      NOTE**





This
      Annual Report on Form 10-KSB and the documents incorporated herein by reference
      contain forward-looking statements that have been made pursuant to the
      provisions of the Private Securities Litigation Reform Act of 1995. Such
      forward-looking statements are based on current expectations, estimates and
      projections about “310 Holdings” industry, management beliefs, and assumptions
      made by management. Words such as “anticipates,” “expects,” “intends,” “plans,”
”believes,” “seeks,” “estimates,” variations of such words and similar
      expressions are intended to identify such forward-looking statements. These
      statements are not guarantees of future performance and are subject to certain
      risks, uncertainties and assumptions that are difficult to predict; therefore,
      actual results and outcomes may differ materially from what is expressed or
      forecasted in any such forward-looking statements.





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





**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.




3


**PART
      I**





**Item
      1.  BUSINESS**





**Business
      Development**





310
      Holdings, Inc. (“310” or the “Company”) is a developmental stage Nevada
      Corporation that is focused on providing strategic growth direction to companies
      in the entertainment industry with 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. Executive
      oversight recommendations will then be drafted and resources committed
      including, but not limited to financing, franchising options, synergistic joint
      venture introductions, and distribution network expansion opportunities. This
      direction will position each company to maximize their potential and realize
      optimal financial returns from multiple profit centers.





We
      are
      attempting to build 310 to become fully operational. In order to generate
      revenues, we must address the following areas:





**1.
      Business Development**




Potential
      portfolio candidates will be subjected to a rigorous due diligence process
      to
      validate the integrity of their business model. The process includes intensive
      background checks on all personnel, extensive examination of their financial
      structure and income statements and formulas will calculate equity-financing
      requirements. 310 Holding’s qualified advisory board of Certified Financial
      Analysts, CPA’s, and top SEC attorneys will conduct this analysis and the
      information will be provided to the executive committee. If the target company
      meets the strict criteria and approval is unanimous by the executive committee,
      310 Holdings will then proceed with an equitable offer and commit to a strategy
      that will help the company meet their goals.




310
      Holdings first portfolio selection is Next Super Star TM , a company that is
      destined to become a leading player in the exciting model and talent industry.
      Each year billions of dollars are spent in the advertising and entertainment
      industries for actors and models. Next Super Star TM projects a strong and
      profitable operation by establishing a national franchising system for model
      and
      talent scouting. A solid business model is already in place that will take
      advantage of this explosive industry and provide a strong and profitable
      operation through multiple revenue sources.




310
      Holdings, Inc. is currently rigorously investigating other unique opportunities
      with exceptional potential including an internationally recognized swimwear
      company, an adult DVD entertainment company, and a successful internet
      company.




4





**2.
      Develop and Implement a Marketing Plan:**




310
      Holdings will market the entertainment industry and high-end clothing
      manufacturers worldwide. Along with their astute capacity to identify quality
      candidates, the executive committee and advisory team are highly experienced
      in
      domestic and international distribution and marketing. Due to the impressive
      and
      comprehensive roster of stars our executive committee has worked with over
      the
      years, 310 Holdings will have the advantage and benefit of its executives’
stature and all their connective networks within the industries. Based upon
      reputation and industry connections possessed by all 310 Holdings team members,
      and once corporate operations fully have commenced, it is anticipated that
      the
      company will receive inquiries from all over the world requesting assistance
      and
      services.




Since
      our
      inception on April 20, 2006 to December 31, 2006, we did not generate any
      revenues and have incurred a cumulative net loss of $1,510. We believe that
      the
      $90,000 in funds that was received from unregistered sales of our common equity
      is sufficient to finance our efforts to become fully operational and carry
      us
      through the end of the current calendar year. The capital raised has been
      budgeted to establish our infrastructure and to become a fully reporting
      company. We believe that the recurring revenues from sales of services will
      be
      sufficient to support ongoing operations. Unfortunately, there can be no
      assurance that the actual expenses incurred will not materially exceed our
      estimates or that cash flows from sales of merchandise will be adequate to
      maintain our business. As a result, our independent auditors have expressed
      substantial doubt about our ability to continue as a going concern in the
      independent auditors’ report to the financial statements included in the
      registration statement.




We
      currently have two officers and one director. These individuals devote time
      to
      us on a part-time basis.




As
      of
      December 31, 2006 , the Company had 9,100,000 shares of $0.001 par value common
      stock issued and outstanding held by 25 shareholders of record. On January
      5,
      2007, we effected a forward stock split of seven for one, increasing our issued
      and outstanding to shares to 63,700,000. ****




310’s
      fiscal year end is December 31.




**Competition**





We
      are a
      small, start-up company that has not generated any significant revenues and
      lacks a stable customer base. PricewaterhouseCoopers’ Global Entertainment and
      Media Outlook: 2005-2009 reports that the entertainment industry and media
      industry is in the strongest position since 2000. The entertainment and media
      industry continues to display an extraordinary ability to reinvent itself and
      create new revenue streams. Analysts predict the industry will grow 7.3%
      annually, reaching $1.8 trillion by 2009. Based on published reports, market
      analysis, and our team member strengths, 310 Holdings has targeted this industry
      with specific emphasis on film and music distribution.




Among
      entertainment industries film and music distribution companies, 310 Holdings
      has
      a distinct advantage due to the positioning of its executive team. Its superior
      network in mass media promotion and retail marketing will differentiate 310
      Holdings. Due to its extensive executive and mid-level professional team, 310
      Holdings will have a strong advantage over the majority of other similar
      entertainment companies’ support and services.





5




**Employees**





310
      Holdings, Inc. is currently in the development stage. During the development
      stage, we plan to rely exclusively on the services of our officers 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.




**Reports
      to Security Holders**





The
      public may read and copy any materials filed by us with the SEC at the SEC's
      Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. The
      public may obtain information on the operation of the SEC's Public Reference
      Room by calling the SEC at 1-800-SEC-0330. We will be an electronic filer and
      the SEC maintains an Internet site that contains reports, proxy and information
      statements, and other information regarding issuers that file electronically
      with the SEC which may be viewed at http://www.sec.gov/.




**Risk
      Factors**





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 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.




6




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 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
      officers and directors 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.




WE
      MAY
      BE UNABLE TO GENERATE SALES WITHOUT SALES, MARKETING OR DISTRIBUTION
      CAPABILITIES.




We
      have
      not significantly commenced our planned operations and have limited sales,
      marketing or distribution capabilities. We cannot guarantee that we will be
      able
      to develop a significant sales and marketing plan or implement our strategic
      business plan. In the event we are unable to successfully execute these
      objectives, we may be unable to generate sufficient sales and operate as a
      going
      concern.




7




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.




IF
      WE
      ARE UNABLE TO CONTINUE AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS
      OF
      THEIR INVESTMENT.




We
      have
      yet to significantly commence our planned operations. As of the date of this
      filing, 310 has had only limited start-up operations and has generated no
      significant revenues. Taking these facts into account, our independent auditors
      have expressed substantial doubt about our ability to continue as a going
      concern in the independent auditors’ report to the financial statements included
      herein, of which this filing is a part. If 310’s business fails, the investors
      in this offering may face a complete loss of their investment.




COMPETITIVE
      PRESSURES FROM COMPETITORS WITH MORE RESOURCES MAY CAUSE US TO FAIL TO IMPLEMENT
      OUR BUSINESS MODEL.




310
      Holdings, Inc. is entering the marketing arena, which is a highly competitive
      market segment with relatively low barriers to entry. Our expected competitors
      include larger and more established companies. Generally, our actual and
      potential competitors have longer operating histories, significantly greater
      financial and marketing resources, as well as greater name recognition.
      Therefore, many of these competitors may be able to devote greater resources
      than 310 to sales and marketing efforts, expanding their sphere of influence
      and
      hiring and retaining key employees. There can be no assurance that our current
      or potential competitors will not develop or offer comparable or superior
      services to those expected to be offered by us. Increased competition could
      result in lower than expected operating margins or loss of market share, either
      of which would materially and adversely affect our business, results of
      operation and financial condition.




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.




8




We
      principally have two individuals 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.




FAILURE
      BY US TO RESPOND TO CHANGES IN CONSUMER PREFERENCES COULD RESULT IN LACK OF
      SALES REVENUES AND MAY FORCE US OUT OF BUSINESS.




Any
      change in the preferences of our potential customers that we fail to anticipate
      could reduce the demand for our services. Decisions about our focus and the
      specific services we plan to offer will often be made in advance of entering
      the
      marketplace. Failure to anticipate and respond to changes in consumer
      preferences and demands could lead to, among other things, customer
      dissatisfaction, failure to attract demand for our proposed services and lower
      profit margins.




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, and Les Barber, an officer. We have no other full-
      or
      part-time employees besides Ms. Wright and Mr. Barber. Furthermore, we
      do not maintain “key man” life insurance on these individuals. Without an
      employment contract, we may lose either or both of these individuals to other
      pursuits without a sufficient warning and, consequently, go out of
      business.




Both
      Ms. Wright and Mr. Barber are 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 neither Ms. Wright nor Mr. Barber will 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.




9




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.




YOU
      MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY BECAUSE THERE IS NO PUBLIC
      MARKET FOR OUR STOCK.





There
      is
      no public market for our common stock. Therefore, the current and potential
      market for our common stock is limited. To date, we have made no effort to
      obtain listing or quotation of our securities on a national stock exchange
      or
      association. We have not identified or approached any broker/dealers with regard
      to assisting us apply for such listing. We are unable to estimate when we expect
      to undertake this endeavor. In the absence of being listed on a national stock
      exchange or association, no market may ever be available for investors in our
      common stock to sell their shares. We cannot guarantee that a meaningful trading
      market will develop. If a market ever develops for our Common Stock, of which
      we
      cannot guarantee success, the trading price of our common stock could be subject
      to wide fluctuations in response to various events or factors, many of which
      are
      beyond our control. In addition, the stock market may experience extreme price
      and volume fluctuations, which, without a direct relationship to the operating
      performance, may affect the market price of our stock.




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.




10




A
      LARGE PERCENTAGE OF OUR ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED
      UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE
      SHARES IS LIFTED, AND IF THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE
      OF
      OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.




A
      large
      number (40,250,000) of the presently outstanding shares of common stock
      (63,700,000), are “restricted securities” as defined under Rule 144 promulgated
      under the Securities Act and may only be sold pursuant to an effective
      registration statement or an exemption from registration, if available. Rule
      144, as amended, is an exemption that generally provides that a person who
      has
      satisfied a one year holding period for such restricted securities may sell,
      within any three month period (provided we are current in our reporting
      obligations under the Exchange Act) subject to certain manner of resale
      provisions, an amount of restricted securities which does not exceed the greater
      of 1% of a company’s outstanding common stock or the average weekly trading
      volume in such securities during the four calendar weeks prior to such sale.
      We
      currently have one shareholder who owns all of the restricted shares or 63.19%
      of the aggregate shares of common stock. Thus, sales of shares by this
      individual, whether pursuant to Rule 144 or otherwise, may have an immediate
      negative effect upon the price of our common stock in any market that might
      develop.





**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
      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.




11




**Item
      3. Legal Proceedings**





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. Submission of Matters to a Vote of Security Holders**





No
      matters were submitted to shareholders for the period ended December 31,
      2006.




12




**PART
      II**




**ITEM
      5.** **MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**




**Market
      Information**





Our
      common stock is not quoted on any exchange.




On
      January 5, 2007, we effected a forward stock split of seven for one, increasing
      our issued and outstanding to shares to 63,700,000 . ****




**Holders
      of Our Common Stock**





As
      of
      March 31, 2007, 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. MANAGEMENTS DISCUSSION 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−KSB, 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 **,** 2006.
      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.





13





**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, 2006, we did not generate any
      revenues, and incurred a net loss of $1,500. The cumulative net loss was
      attributable solely to general and administrative expenses related to the costs
      of start-up operations.




Our
      officers and directors believe that our cash on hand as of December 31, 2006
      in
      the amount of $20,100 is sufficient to maintain our current minimal level of
      operations for the current calendar year. However, generating sales in the
      next
      12 months is imperative for us to continue as a going concern. We believe that
      we will be required to generate a minimum of approximately $240,000 in revenues
      over the next 12 months in order for us to support ongoing operations. If we
      do
      not generate sufficient revenues to meet  our
      expenses over the next 12 months, we may need to raise additional capital by
      issuing capital stock in exchange for cash in order 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. Without realization of additional capital, it
      would
      be unlikely for us to continue as a going concern.




Since
      our
      incorporation, we have raised a total of $110,000 through private sales of
      our
      common equity. Additionally, a shareholder (Officer and Director) has advanced
      $141,600 to the Company. In May 2006, we issued 5,750,000 shares of our common
      stock to Nicole Wright, an officer and director, in exchange for cash in the
      amount of $20,000 and on March 2, 2006 we issued 350,000 shares of our common
      stock to Nevada Business Development Corporation for services in the amount
      of
      $350. Additionally, in August and September 2006, we sold an aggregate of
      3,000,000 shares of our common stock to 26 unrelated third parties for cash
      proceeds of $90,000. We believe that the funds received in the private placement
      will be sufficient to satisfy our start-up and operating requirements for the
      next 12 months. The table below sets forth the anticipated use of the private
      placement funds:





Amount
            
            
            Amount
            
            
            EstimatedAllocated
            
            
            Expended
            
            
            CompletionGeneral
                working capital
            
            $
            15,000
            
            
            None
            
            
            Use
                as NeededSEC
                Reporting Costs - 2007
            
            $
            10,000
            
            
            None
            
            
            Use
                as NeededWeb
                Site Development
            
            $
            5,000
            
            
            None
            
            
            Use
                as neededAdvertising
            
            $
            15,000
            
            
            None
            
            
            Use
                as NeededMarketing
                - General
            
            $
            35,000
            
            
            None
            
            
            Use
                as neededEmployees-General
                Staff
            
            $
            10,000
            
            
            None
            
            
            Use
                as needed




Our
      management believes that establishing our brand name is imperative to our
      ability to continue as a going concern. Establishing a personal local presence
      is critical to reaching a broad consumer base, including web based contacts.
      We
      intend to develop a comprehensive website to offer information about our company
      and provide contact information. We will update the website as time and
      financial assets allow. The website will be primarily for contact information
      and some general information about the company. It will serve as our secondary
      method of generating service contracts.




14




We
      have
      allocated $50,000 of the proceeds raised in the private placement to finance
      our
      marketing and advertising activities. We have not sought to implement any
      significant marketing scheme and consequently have no marketing or sales
      initiatives or arrangements in development or effect.




We
      expect
      to incur approximately $10,000 in expenses related to being a public reporting
      company. Although, our officers and director have no specific experience
      managing a public company, we believe these funds will be sufficient to maintain
      our status as a reporting company with the SEC.




We
      have
      budgeted $19,000 as general working capital for non-specific uses. These funds
      have not been expended.




Our
      management does not anticipate the need to hire additional full- or part- time
      employees over the next 12 months, as the services provided by our officers
      and
      director appear sufficient at this time. However, the possibility does exist
      that administrative staff and services may be required. Consequently $10,000
      was
      allocated for such support.




In
      addition, Ms. Wright believes that one benefit of being a public company is
      the access to capital markets. We believe that if additional funds are required
      to finance our continuing operations, we may be able to obtain more capital
      by
      pursuing an offering of equity or debt securities.




**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.




15





**ITEM
      7. FINANCIAL STATEMENTS**





Independent
                Auditors' Report
            
            F-1Consolidated
                Statements of Operations for the year ended December 31, 2006
            
            F-3Consolidated
                Statement of Cash Flows for the years ended December 31, 2006
            
            F-5Consolidated
                Balance Sheets as of December 31, 2006
            
            F-2Notes
                to Consolidated Financial Statements
            
            F-6-F-8




16


**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)


Las
      Vegas, Nevada





We
      have
      audited the accompanying balance sheet of 310 Holdings, Inc. (a development
      stage company) as of December 31, 2006, and the related statements of
      operations, stockholders’ equity and cash flows for the period from inception on
      April 20, 2006 through December 31, 2006. 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
      conducted 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, 2006 and the results of its operations and its cash flows for
      the
      period from inception on April 20, 2006 through December 31, 2006, 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 2 to the financial
      statements, the Company’s recurring losses and lack of operations raises
      substantial doubt about its ability to continue as a going concern. Management’s
      plans concerning these matters are also described in Note 2. 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


February
      1, 2007




*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702)
      253-7501*





F-1





**310
      HOLDINGS, INC**


**Balance
      Sheet**


**(A
      Development Stage Company)**











December
                31,2006ASSETSCURRENT
                ASSETSCash
            
            $
            250,090Total
                Current Assets
            
            
            250,090TOTAL
                ASSETS
            
            $
            250,090





December
                31,2006LIABILITIES
                AND STOCKHOLDERS’ EQUITYCURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            4,500Shareholder
                advances
            
            
            141,600Total
                Current Liabilities
            
            
            146,100LONG-TERM
                LIABILITIES
            
            
            -Total
                Liabilities
            
            
            146,100STOCKHOLDERS’
                EQUITYPreferred
                stock: $0.001 par value, 5,000,000 sharesauthorized:
                no shares issued and outstanding
            
            
            -Common
                stock: $0.001 par value, 70,000,000 sharesauthorized;
                9,100,000 shares issued and outstanding
            
            
            9,100Additional
                paid-in capital
            
            
            96,400Accumulated
                deficit
            
            
            (1,510
            )Total
                Stockholders’ Equity
            
            
            103,990TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            250,090





F-2




**310
      HOLDINGS, INC**


**Statement
      of Operations**


**(A
      Development Stage Company)**




From
                Inception onApril 20, 2006 throughDecember 31,
                2006REVENUE
            
            $
            -EXPENSES
            
            
            1,510LOSS
                FROM OPERATIONS
            
            
            (1,510
            )INCOME
                TAX EXPENSE
            
            
            -NET
                LOSS
            
            $
            (1,510
            )BASIC
                LOSS PER SHARELoss
                per share
            
            $
            (0.00
            )WEIGHTED
                AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            6,100,000





F-3




**310
      HOLDINGS, INC**


**Statement
      of Stockholders’ Equity**


**(A
      Development Stage Company)**




AdditionalCommon
                Stock
            
            Paid-in
            
            AccumulatedShares
            
            Amount
            
            Capital
            
            DeficitBalance,
                April 20, 2006
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
                shares issued for cash at$0.003
                per share
            
            
            5,750,000
            
            
            5,750
            
            
            14,250
            
            
            -Common
                shares issued for stockoffering
                costs at $0.003 per share
            
            
            350,000
            
            
            350
            
            
            867
            
            
            -Common
                shares issued for cash at$0.03
                per share
            
            
            3,000,000
            
            
            3,000
            
            
            87,000
            
            
            -Stock
                offering costs paid
            
            
            -
            
            
            -
            
            
            (5,717
            )
            
            -Net
                loss for the period endedDecember
                31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,510
            )Balance,
                December 31, 2006
            
            
            9,100,000
            
            $
            9,100
            
            $
            96,400
            
            $
            (1,510
            )





F-4


**310
      HOLDINGS, INC**


**Statement
      of Cash Flows**


**(A
      Development Stage Company)**




From
                Inception onApril 20, 2006 throughDecember 31,
                2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (1,510
            )Adjustments
                to reconcile net loss to net cash usedby
                operating activities:
            
            
            -Changes
                in operating assets and liabilities:Increase
                in shareholder advances
            
            
            141,600Increase
                in accounts payable
            
            
            4,500Net
                Cash Used by Operating Activities
            
            
            144,590CASH
                FLOWS FROM INVESTING ACTIVITIES
            
            
            -CASH
                FLOWS FROM FINANCING ACTIVITIESStock
                offering costs
            
            
            (4,500
            )Common
                stock issued for cash
            
            
            110,000Net
                Cash Provided by Financing Activities
            
            
            105,500NET
                CHANGE IN CASH
            
            
            250,090CASH
                AT BEGINNING OF YEAR
            
            
            -CASH
                AT END OF YEAR
            
            $
            250,090SUPPLEMENTAL
                DISCLOSURE OF CASH FLOWINFORMATION:Interest
                paid
            
            $
            -Income
                taxes paid
            
            $
            -SCHEDULE
                OF NON-CASH FINANCING ACTIVITIES:Stock
                offering costs paid in common stock
            
            $
            1,217




F-5


**310
      HOLDINGS, INC**


**Notes
      to the Financial Statements**


**December
      31, 2006**




NOTE
      1
      -  NATURE
      OF
      ORGANIZATION





a.
      Organization and Business Activities





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 classified as a development
      stage company.





b.
      Depreciation





The
      cost
      of the property and equipment will be depreciated over the estimated useful
      life
      of 5 years. Depreciation is computed using the straight-line method when the
      assets are placed in service.





c.
      Accounting Method





The
      Company’s financial statements are prepared using the accrual method of
      accounting. The Company has elected a December 31 year-end.





d.
      Cash
      and Cash Equivalents





For
      the
      purpose of the statement of cash flows, the Company considers all highly liquid
      investments purchased with a maturity of three months or less to be cash
      equivalents.





e.
      Estimates





The
      preparation of 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.





f.
      Revenue Recognition





The
      Company recognizes when products are fully delivered or services have been
      provided and collection is reasonably assured.





g.
      Organization Costs





The
      Company has expensed the costs of its incorporation.





h.
      Advertising





The
      Company follows the policy of charging the costs of advertising to expense
      as
      incurred.





i.
      Concentrations of Risk




F-6




The
      Company’s bank accounts are deposited in insured institutions. The funds are
      insured up to $100,000. At December 31, 2006, the Company’s bank deposits
      exceeded the insured amounts by $150,090.




j. Basic
          Loss Per Share





The
      Computation of basic loss per share of common stock is based on the weighted
      average number of shares outstanding during the period.




From
                inception onApril 20, 2006ThroughDecember
                31,2006Loss
                (numerator)
            
            $
            (1,510
            )Shares
                (denominator)
            
            
            6,100,000Per
                share amount
            
            $
            (0.00
            )





k.  Income
      Taxes





Deferred
      taxes are provided on a liability method whereby deferred tax assets are
      recognized for deductible temporary differences and operating loss and tax
      credit carryforwards and deferred tax liabilities are recognized for taxable
      temporary differences. Temporary differences are the differences between the
      reported amounts of assets and liabilities and their tax bases. Deferred tax
      assets are reduced by a valuation allowance when, in the opinion of management,
      it is more likely than not that some portion or all of the deferred tax assets
      will to be realized. Deferred tax assets and liabilities are adjusted for the
      effects of changes in tax laws and rates on the date of enactment.




Net
      deferred tax assets consist of the following components as of December 31,
      2006:





2006Deferred
                tax assets:NOL
                Carryover
            
            $
            589Deferred
                tax liabilities:
            
            
            -Valuation
                allowance
            
            
            (589
            )Net
                deferred tax asset
            
            $
            -





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, 2006 due to the
      following:





2006Book
                Income
            
            $
            (589
            )Valuation
                allowance
            
            
            589$
            -




F-7




Income
      Taxes (continued)





At
      December 31, 2006, the Company had net operating loss carryforwards of
      approximately $1,500 that may be offset against future taxable income through
      2026. No tax benefit has been reported in the December 31, 2006 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
      carryforwards may be limited as to use in future years.





NOTE
          2 - GOING
          CONCERN





The
      Company’s financial statements are prepared using generally accepted accounting
      principles applicable to a going concern which contemplates the realization
      of
      assets and liquidation of liabilities in the normal course of business. The
      Company has had no revenues and has generated losses from
      operations.




In
      order
      to continue as a going concern and achieve a profitable level of operations,
      the
      Company will need, among other things, additional capital resources  and
      to
      develop a consistent source of revenues. Management’s plans include of investing
      in and developing all types of businesses related to the entertainment
      industry.




The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plan described in the preceding paragraph
      and eventually 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
          3 - SUBSEQUENT
          EVENT




On
      January 5, 2007, the Company effected a forward stock split of seven for one,
      increasing their issued and outstanding to shares to 63,700,000. ****




F-8




**ITEM
      8.**  **CHANGES
      IN 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, 2006 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
      8A.
      CONTROLS AND PROCEDURES.





(a)
      Evaluation of Disclosure Controls and Procedures.





Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Chief Financial Officer, we evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures (as such
      term
      is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
      "Exchange Act")). Disclosure controls and procedures are the controls and other
      procedures that we designed to ensure that we record, process, summarize and
      report in a timely manner the information we must disclose in reports that
      we
      file with or submit to the Securities and Exchange Commission under the Exchange
      Act. Based on this evaluation, our Chief Executive Officer and our Chief
      Financial Officer concluded that our disclosure controls and procedures were
      effective as of the end of the period covered by this report.





Disclosure
      controls and procedures are controls and procedures that are designed to ensure
      that information required to be disclosed in our reports filed or submitted
      under the Securities Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our reports filed under the Exchange Act is
      accumulated and communicated to management, including our principal executive
      officer and our principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.




(b)
      Changes in Internal Control over Financial Reporting.





During
      the year ended December 31, 2006, there was no change in our internal control
      over financial reporting (as such term is defined in Rule 13a-15(f) under the
      Exchange Act) that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.




ITEM
      8B.
      OTHER INFORMATION.





None.


17


**Part
      III**




**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT.**




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**
            
            **Position**Nicole
                Wright
              c/o
                310 Holdings, Inc.
            
            57
            
            President,
                Secretary, Treasurer and Director9903
                Santa Monica Boulevard
              Suite
                406
              Beverly
                Hills, California 90212Les
                Barber
              c/o
                310 Holdings, Inc.
            
            59
            
            Senior
                Vice President9903
                Santa Monica Boulevard
              Suite
                406
              Beverly
                Hills, California 90212




**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.




**Les
      Barger - Senior vice President** -
      Mr. Barber has more than 30 years experience in the entertainment industry.
      As a former entertainer, Mr. Barber has comprehensive practical experience
      that includes working as a booking agent, media liaison, corporate travel
      planner, and movie script consultant. Prior work experience includes 15 years
      in
      the music business working with labels including Electra, Folkways, Paragon,
      Polygram, Gramaphone, Chess, Stay and Epic. The artists he has worked with
      includes The Doors, Brad, Judy Collins, The Stooges, and Neil diamond.
      Mr. Barber also spent five years as an advertising and marketing manager
      for a franchise group in charge of booking all media and making commercials
      for
      radio and television. His current experience in capital markets including public
      company investor relations for the entertainment industry will be a vital asset
      enhancing the company’s network with his many contacts throughout the
      industry.




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.




18




**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.




**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.





19




**ITEM
      10.** **Executive
      Compensation** **.**





**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 Table





Annual
                Compensation
            
            
            
            Long-Term
                CompensationName
                and
              Principal
                Position
            
            Year
            
            Salary($)
            
            Bonus
              ($)
            
            Other
                AnnualCompensation($)
            
            RestrictedStock
                Awards($)
            
            SecuritiesUnderlyingOptions
                (#)
            
            LTIPPayouts
                ($)
            
            All
                OtherCompensation ($)Nicole
                Wright
            
            
            2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -President,
                Secretary, Director
            
            
            2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Les
                Barber
            
            
            2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Executive
                Vice President
            
            
            2007
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -




There
      are
      no existing or planned option/SAR grants.




**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 is with this Form 10-KSB.





**Options/SAR
      Grants in Last Fiscal Year**





None.





**Aggregated
      Option Exercises and Fiscal Year-End Option Value Table**





None.




20




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




The
      following table sets forth certain information as of March 31, 2006 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.
      The numbers below reflect the issued and outstanding shares of common stock
      following the forward stock split effective January 5, 2006.





Percent
                of ClassTitle
                Of Class
            
            Name,
                Title and Address of Beneficial Owner ofShares(1)
            
            Amount
                ofBeneficialOwnership(2)
            
            Before
                Offering
            
            After
                Offering(3)Common
            
            
            Nicole
                Wright, President, Secretary, Treasurer
            
            
            40250,000
            
            
            94.26
            %
            
            63.19
            %Les
                Barber, Executive Vice-President
            
            
            0
            
            
            0.00
            %
            
            0.00
            %All
                Directors and Officers as a group (2
                people)
            
            
            40,250,000
            
            
            94.26
            %
            
            63.19
            %




Notes:


(1) The
      address for Nicole Wright and Les Barber 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).




**ITEM
      12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** .




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.





**ITEMS
      13 EXHIBITS**





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)14.1
            
            Code
                of Ethics (2)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.




21




**ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES**





Moore
      & Associates Chartered has
      audited the Company's financial


statements
      annually for December 31, 2006. Fees related to services performed by Moore
      & Associates Chartered in 2006
      were as follows:





2006Audit
                Fees (1)
            
            $
            2,500Audit-Related
                Fees
            
            
            -0-Tax
                Fees (2)
            
            
            -0-All
                Other Fees (3)
            
            
            -0-Total
            
            $
            2,500




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




(3)
      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-KSB for the Company's 2005 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-KSB for its 2006 fiscal year for filing with the
      SEC.





22




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.





**INDEX
      TO EXHIBITS**





The
      Exhibits listed below are filed as part of this Registration Statement.





**Exhibits**




14.1
            
            Code
                of Ethics31.1
            
            Rule
                1 3a-14(a)/15d- 14(a) Certifications of the Chief Executive Officer
                and
                Chief Financial Officer31.3
            
            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





23





**S** **ignatures**





In
      accordance with the requirements of the Securities Act of 1933, the registrant
      certifies that it has reasonable grounds to believe that it meets all of the
      requirements of filing on Form SB-2 and authorized this registration statement
      to be signed on its behalf by the undersigned, on the 2 nd day of
      April, 2007.




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





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





Signatures
            
            Title
            
            DateNicole
                Wright
            
            President,
                Chief Executive Officer, Chief Financial Officer, Director
            
            April
                2, 2007




24