UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

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

For the quarterly period ended June 30, 2007

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

Check whether the registrant (1) filed all reports required to be filed by Section l3 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. Yesx Noo

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

Yes x No o

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 63,700,000 shares of Common Stock as of August 20, 2007.

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

EXPLANATORY NOTE

This Amended Annual Report on Form 10-QSB/A is being filed for the following purpose: Due to a Scribner's error, the financial statements were inadvertently missing from the filing. All other disclosures in the filing remain unchanged.

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310 HOLDINGS, INC.

INDEX TO FORM 10-QSB FILING

FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006

TABLE OF CONTENTS

PART I
FINANCIAL INFORMATION	PAGE
Item 1. Financial Statements
Consolidated Condensed Balance Sheet As of June 30, 2007		4
Consolidated Condensed Statements of Operations For the Three and Six ended June 30, 2007 and 2006		5
Consolidated Condensed Statements of Cash Flows For the Six months ended June 30, 2007 and 2006		7
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3. Control and Procedures		14
PART II
OTHER INFORMATION
Item 1. Legal Proceedings		15
Item 2. Unregistered Sales of Securities and Use of Proceeds		15
Item 3. Defaults upon SeniorSecurities		15
Item 4. Submission of Matters to a Vote of Security Holders		15
Item 5. Other Information		15
Item 6. Exhibits		15

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PART I FINANCIAL INFORMATION

ITEM I FINANCIAL STATEMENTS

310 Holdings, Inc.

(a Development Stage Company)

Balance Sheet

(Unaudited)

	June 30,
Assets	2007
Current Assets
Cash and cash equivalents	$	274,090
Total current assets		274,090
TOTAL ASSETS	$	274,090
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	3,650
Shareholder advances		148,600
Total current liabilities		152,250
Stockholders' Equity
Preferred stock: $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding		-
Common stock: $0.001 par value; 70,000,000 shares authorized: 63,700,000 shares issued and outstanding		63,700
Additional paid in capital		41,800
Retained earnings		16,340
Total stockholders' equity		121,840
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	274,090

The accompanying notes are an integral part of these financial statements

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310 Holdings, Inc.

(a Development Stage Company)

Statements of Operations

(Unaudited)

							From Inception		From Inception
	For the Three		For the Three		For the Six		April 20, 2006		April 20, 2006
	Months Ended		Months Ended		Months Ended		Through		Through
	June 30, 2007		June 30, 2006		June 30, 2007		June 30, 2006		June 30, 2007
Revenues, net	$	24,000	$	-	$	24,000	$	-	$	24,000
Cost of Sales		-		-		-		-		-
Gross Margin		24,000		-		24,000		-		24,000
Operating Expenses
General and administrative		500		-		3,000		-		4,510
Total Operating Expenses		500		-		3,000		-		4,510
Net Income (Loss) Before Taxes		23,500		-		21,000		-		19,490
Income Tax Expense		3,150		-		3,150		-		3,150
Net Income (Loss)	$	20,350	$	-	$	17,850	$	-	$	16,340
Basic Income (Loss) per Share	$	0.00	$	0.00	$	0.00	$	0.00
Weighted Average Shares Outstanding		63,700,000		63,700,000		63,700,000		63,700,000

The accompanying notes are an integral part of these financial statements

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310 Holdings, Inc.

(a Development Stage Company)

Statements of Stockholders' Equity

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid in			Retained			Total
	Shares		Amount		Shares		Amount		Capital			Earnings			Equity
Balance, April 20, 2006		-	$	-		-	$	-	$	-		$	-		$	-
Common stock issued for cash at $0.003 per share		-		-		40,250,000		40,250		(20,250	)		-			20,000
Common stock issued for stock offering costs at $0.003 per share		-		-		2,450,000		2,450		(1,233	)		-			1,217
Common stock issued for cash at $0.03 per share		-		-		21,000,000		21,000		69,000			-			90,000
Stock offering costs		-		-		-		-		(5,717	)		-			(5,717	)
Net loss for the year ended December 31, 2006		-		-		-		-		-			(1,510	)		(1,510	)
Balance, December 31, 2006		-		-		63,700,000		63,700		41,800			(1,510	)		103,990
Net income for the six months ended June 30, 2007		-		-		-		-		-			17,850			17,850
Balance, June 30, 2007		-	$	-		63,700,000	$	63,700	$	41,800		$	16,340		$	121,840

The accompanying notes are an integral part of these financial statements

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310 Holdings, Inc.

(a Development Stage Company)

Statements of Cash Flows

(Unaudited)

			From Inception		From Inception
	For the Six		April 20, 2006		April 20, 2006
	Months Ended		Through		Through
	June 30, 2007		June 30, 2006		June 30, 2007
Cash Flows from Operating Activities:
Net Loss	$	17,850	$	-	$	16,340
Adjustments to reconcile to cash flows
from operating activities:
Depreciation		-		-		-
Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable
and accrued expenses		3,650		-		3,650
Increase (decrease) in shareholder advances		2,500		20,100		148,600
Net Cash Used In Operating Activities		24,000		20,100		168,590
Cash Flows from Investing Activities:
Purchase of property and equipment		-		-		-
Net Cash Used In Investing Activities		-		-		-
Cash Flows from Financing Activities:
Payment of stock offering costs		-		-		(4,500	)
Proceeds from sale of common stock		-		-		110,000
Net Cash Provided by Financing Activities		-		-		105,500
Net Increase (Decrease) in Cash and Cash Equivalents		24,000		20,100		274,090
Cash and Cash Equivalents at Beginning of Period		250,090		-		-
Cash and Cash Equivalents at End of Period	$	274,090	$	20,100	$	274,090

The accompanying notes are an integral part of these financial statements

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310 HOLDINGS, INC.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2007 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2006 audited financial statements. The results of operations for the period ended June 30, 2007 are not necessarily indicative of the operating results for the full 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 resourcesand 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 - SIGNIFICANT EVENTS

On January 10, 2007, the Company completed a 7 for 1 forward split of its common stock. The forward stock split is reflected in the financial statements on a retroactive basis.

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ITEM II. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OFOPERATIONS

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-QSB, 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, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Company adopted at management’s discretion, the most conservative recognition of revenue based on the most astringent guidelines of the SEC in terms of recognition of software licenses and recurring revenue. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). 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.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

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PART I

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 June 30, 2007. 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.

Business

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.

310 Holdings, Inc. 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.

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Management are considering potential portfolio candidates that 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 opportunities with exceptional potential including an internationally recognized swimwear company, an adult DVD entertainment company, and a successful internet company.

Plan of Operations

During the period from inception through June 30, 2007, we did not generate any revenues, and incurred a net loss of $16,340. 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 and cash equivalents on hand as of June 30, 2007 in the amount of $274,090 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 meetour 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.

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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 $148,600 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		Estimated
	Allocated		Expended		Completion
General working capital	$	15,000		None		Use as Needed
SEC Reporting Costs - 2007	$	10,000		None		Use as Needed
Web Site Development	$	5,000		None		Use as needed
Advertising	$	15,000		None		Use as Needed
Marketing - General	$	35,000		None		Use as needed
Employees-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.

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.

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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.

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ITEM 3. 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 quarter ended June 30, 2007, 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.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any pending or threatened litigation.

Item 2. Unregistered Sales of Securities and Use of Proceeds

There were no changes in securities or purchase or sales of securitiesduring the period ended June 30, 2007.

Item 3.  Defaults upon Senior Securities

There were no defaults upon senior securities during the period ended June 30, 2007.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to the vote of securities holders during the period ended June 30, 2007.

Item 5. Other Information:

None

Item 6. Exhibits

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 20, 2007

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

By:	/s/ Nicole Wright
	Nicole Wright Chief Financial Officer

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