QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended September 30, 2008
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT
For
the
transition period from
N/A
to
N/A
____________________
Commission
File No.
333-137170
____________________
310
Holdings, Inc.
(Name
of
small business issuer as specified in its charter)
Nevada
20-4924000
State
of Incorporation
IRS
Employer Identification
No.
903
Santa Monica Boulevard, Suite 406
Beverly
Hills, California 90212
(Address
of principal executive offices)
(315)
882-5568
(Issuer’s
telephone number)
Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.001 par value per share
(Title
of Class)
Indicate
by check mark whether the Registrant (1) has filed all reports required 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
¨
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
¨
Accelerated
filer
¨
Non-Accelerated
filer
¨
Small
Business Issuer
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
¨
No
x
Transitional
Small Business Disclosure Format (check one): Yes
¨
No
x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Class
Outstanding
at November 18, 2008
Common
stock, $0.001 par value
63,700,000
310
HOLDINGS, INC.
INDEX
TO FORM 10-Q FILING
TABLE
OF CONTENTS
PART
I
FINANCIAL
INFORMATION
PAGE
Page Numbers
PART
I - FINANCIAL INFORMATION
Item 1.
Financial
Statements
B
alance
Sheets
3
Statements
of Operations
5
Statement
of Cash Flows
6
Notes
to Financial Statements
7
Item 2.
Management
Discussion & Analysis of Financial Condition and Results of
Operations
13
Item 3
Quantitative
and Qualitative Disclosures About Market Risk
17
Item 4.
Controls
and Procedures
17
PART
II - OTHER INFORMATION
Item 1.
Legal
Proceedings
18
Item 1a.
Risk
Factors
18
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
19
Item 3.
Defaults
Upon Senior Securities
19
Item 4.
Submission
of Matters to a Vote of Security Holders
19
Item 5
Other
information
19
Item 6.
Exhibits
19
CERTIFICATIONS
Exhibit
31 - Management certification
20-21
Exhibit
32 - Sarbanes-Oxley Act
22-23
PART
I - FINANCIAL INFORMATION
ITEM
1 - FINANCIAL STATEMENTS
310
HOLDINGS, INC.
(Development
Stage Company)
BALANCE
SHEET
(Unaudited)
September
30, 2008
December
31, 2007
ASSETS
CURRENT
ASSETS
Cash
$
23,406
$
268,170
Total
current assets
23,406
268,170
TOTAL
ASSETS
$
23,406
$
268,170
LIABILITIES
AND STOCKHOLDERS' EQUITY:
CURRENT
LIABILITIES:
Accounts
payable and accrued liabilities
$
-
$
6,402
Notes
from affiliate
-
148,600
Total
current liabilities
-
155,002
TOTAL
LIABILITIES
-
155,002
COMMITMENTS
AND CONTINGENCIES
-
-
STOCKHOLDERS'
EQUITY:
Preferred
stock, $.001 par value, 5,000,000 shares authorized;
no
shares issued and outstanding
-
-
Common
stock, $.001 par value, 70,000,000 shares authorized;
63,700,000
for the September 30, 2008 and December 31, 2007,
respectively
63,700
63,700
Additional
paid in capital
41,800
41,800
Retained
earnings
(82,094
)
7,668
Total
stockholders' equity
23,406
113,168
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
$
23,406
$
268,170
The
accompanying notes are an integral part of these financial
statements
Next Section