U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): October 29, 2008
310
HOLDINGS, INC
.
(Exact
name of registrant as specified in charter)
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Nevada
(State
or jurisdiction of
incorporation
or organization)
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333-139231
(Commission
File Number)
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20-4924000
(I.R.S.
Employer Identification No.
)
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Registrant's
telephone number, including area code: 310.882.5568
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following provisions
(
see
General
Instruction A.2 below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
As
used
in this report, the terms "we", "us", "our", "our company" or "310" refer
to 310
Holdings, Inc., a Nevada corporation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our
disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements
that are predictive in nature, that depend upon or refer to future events
or
conditions or that include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates" and similar expressions are forward-looking
statements. Although we believe that these statements are based upon reasonable
assumptions, including projections of orders, sales, operating margins,
earnings, cash flow, research and development costs, working capital, capital
expenditures and other projections, they are subject to several risks and
uncertainties. Investors are cautioned that our forward-looking statements
are
not guarantees of future performance and the actual results or developments
may
differ materially from the expectations expressed in the forward-looking
statements.
As
for
the forward-looking statements that relate to future financial results and
other
projections, actual results will be different due to the inherent uncertainty
of
estimates, forecasts and projections may be better or worse than projected.
Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent
our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and
the
estimates and assumptions associated with them, after the date of this filing
to
reflect events or changes in circumstances or changes in expectations or
the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form
8-K,
or their successors.
Item
5.01. Changes in Control of Registrant
Our
Company, 310 Holdings Acquisition Subsidiary Corp., a Florida corporation
and a
wholly owned subsidiary of 310, and G & G Mining Corp., a Florida
corporation, entered into an Agreement and Plan of Merger whereby G & G
Mining Corp was merged into the Company (the “Merger Agreement”) pursuant to a
reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(D)
of
the IRS Code. Pursuant to the terms and conditions of the Merger Agreement,
the
shareholders of G & G Mining Corp received an aggregate of 6,160,000 shares
of Company Common Stock and our company received all the issued and outstanding
shares of G & G Mining Corp. A copy of the Merger Agreement is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.
G
&
G
Mining Corp. currently holds 63.19% voting interest in our Company prior
to the
merger. As a post-closing conditions to the merger, we are obligated to change
the name of our company to a name designated by G & G Mining Corp.
management and effect a one hundred and fifty (150) to one (1) one reverse
stock
split (maintaining the current authorized shares).
G&G
Mining Corp. is an exploration company committed to the, discovery and
development of gold, silver, copper and other mineral resources. They hold
mining rights and mineral concessions in various countries in North and South
America. These projects are in different stages of exploration and
development.
The
issuance of the securities above were effected in reliance on the exemptions
for
private sales of securities not involving a public offering pursuant to in
Section 4(2) and Section 4(6) of the Securities Act.
Item
9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a)
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Financial
Statements of Business Acquired
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The
following financial statements of
G
& G Mining Corp
.
are being filed with this report as Exhibit 99.1:
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Report
of Independent Public Accounting Firm;
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Balance
Sheet as from
Inception
(June 17, 2008) through July 31, 2008
(audited);
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Statements
of Operations from Inception (June 17, 2008) through July 31,
2008
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Statements
of Cash Flows Inception (June 17, 2008) through July 31,
2008
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Notes
to Financial Statements.
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(b)
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The
following pro forma financial information is being filed with
this report
as Exhibit 99.2:
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Unaudited
Pro Forma Condensed Combined Balance Sheet as of July 31,
2008;
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Unaudited
Pro Forma Condensed Combined Statement of Operations for the
period ended
July 31, 2008
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Notes
to Unaudited Pro Forma Condensed Combined Financial
Statements.
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The
unaudited pro forma condensed combined financial information is presented
for
informational purposes only. The pro forma data is not necessarily indicative
of
what our financial position or results of operations actually would have
been we
completed the acquisition as of the dates indicated. In addition, the unaudited
pro forma condensed combined financial information does not purport to project
the future financial position or operating results of the combined
company.
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(d)
Exhibits
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Exhibit Number
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Description
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2.1
99.1
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Agreement
and Plan of Merger, dated as of October 29, 2008, by and among
310
Holdings, Inc., 310 Holdings Acquisition Subsidiary Corp. and
G & G
Mining Corp
Financial
Statements listed in Item 9.01(a)
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99.2
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Pro
Forma Financial Information listed in Item
9.01(b)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated:
November 3, 2008
310
HOLDINGS, INC.
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By:
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/s/
Rene Gomez
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Rene
Gomez
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CEO
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