Plastic2Oil, Inc. - Quarter Report: 2008 June (Form 10-Q)

Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2008

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

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

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 July 29, 2008
Common stock, $0.001 par value		63,700,000

INDEX TO FORM 10-Q FILING

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

		Page Numbers
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (unaudited)
	Balance Sheets	4
	Statements of Operations	5
	Statements of Stockholders’ Equity	6
	Statements of Cash Flows	7
	Notes to Condensed Financial Statements	8
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5	Other information	13
Item 6.	Exhibits	14

CERTIFICATIONS

Exhibit 31 – Management certification

Exhibit 32 – Sarbanes-Oxley Act

310 HOLDINGS, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

June 30, 2008 and December 31, 2007

CONTENTS

Balance Sheets	4

Statements of Operations	5

Statements of Stockholders’ Equity	6

Statements of Cash Flows	7

Notes to the Financial Statements	8

310 HOLDINGS, INC.

(A Development Stage Company)

Balance Sheets

ASSETS
	June 30,		December 31,
	2008		2007
	(unaudited)
CURRENT ASSETS

Cash	$	274,406	$	268,170
Total Current Assets		274,406		268,170
TOTAL ASSETS	$	274,406	$	268,170

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	11,712	$	6,402
Shareholder advances		148,600		148,600
Total Current Liabilities		160,312		155,002

STOCKHOLDERS' EQUITY

Preferred stock; $0.001 par value, 5,000,000 shares
authorized; no shares issued or outstanding		-		-
Common stock; $0.001 par value, 70,000,000 shares
authorized; 63,700,000 and 63,700,000 shares issued
and outstanding, respectively		63,700		63,700
Additional paid-in capital		41,800		41,800
Retained earnings		8,594		7,668
Total Stockholders' Equity		114,094		113,168
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	274,406	$	268,170

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

310 HOLDINGS, INC.

(A Development Stage Company)

Statements of Operations

(unaudited)

													From Inception
	For the Three			For the Three			For the Six			For the Six			on April 20,
	Months Ended			Months Ended			Months Ended			Months Ended			2006 Through
	June 30,			June 30,			June 30,			June 30,			June 30,
	2008			2007			2008			2007			2008

REVENUES	$	11,250		$	24,000		$	11,250		$	24,000		$	35,250

OPERATING EXPENSES

General and administrative		2,213			500			9,732			3,000			21,162

Total Operating Expenses		2,213			500			9,732			3,000			21,162

OPERATING INCOME (LOSS)		9,037			23,500			1,518			21,000			14,088

INCOME TAX (EXPENSE) BENEFIT		(2,547	)		(3,150	)		(592	)		(3,150	)		(5,494	)

NET INCOME (LOSS)	$	6,490		$	20,350		$	926		$	17,850		$	8,594

BASIC LOSS PER SHARE	$	0.00		$	0.00		$	0.00		$	0.00

WEIGHTED AVERAGE NUMBER
OF COMMON 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.

310 HOLDINGS, INC.

(A Development Stage Company)

Statements of Stockholders' Equity

(unaudited)

					Additional						Total
	Common Stock				Paid-in			Retained			Stockholders'
	Shares		Amount		Capital			Earnings			Equity

Balance, April 20, 2006		-	$	-	$	-		$	-		$	-

Common stock issued for cash
at $0.0005 per share		40,250,000		40,250		(20,250	)		-			20,000

Common stock issued for stock
offering costs at $0.0005 per share		2,450,000		2,450		(1,233	)		-			1,217

Common stock issued for cash
at $0.004 per share		21,000,000		21,000		69,000			-			90,000

Stock offering costs paid		-		-		(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 year
ended December 31, 2007		-		-		-			9,178			9,178

Balance, December 31, 2007		63,700,000		63,700		41,800			7,668			113,168

Net loss for the six months
ended June 30, 2008		-		-		-			926			926

Balance, June 30, 2008		63,700,000	$	63,700	$	41,800		$	8,594		$	114,094

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

310 HOLDINGS, INC.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

					From Inception
	For the Six		For the Six		on April 20,
	Months Ended		Months Ended		2006 Through
	June 30,		June 30,		June 30,
	2008		2007		2008

OPERATING ACTIVITIES

Net income (loss)	$	926	$	17,850	$	8,594
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in operating assets and liabilities
Increase (decrease) in shareholder advances		-		2,500		148,600
Increase (decrease) in accounts payable		5,310		3,650		11,712

Net Cash Provided by Operating Activities		6,236		24,000		168,906

INVESTING ACTIVITIES		-		-		-

FINANCING ACTIVITIES

Stock offering costs		-		-		(4,500	)
Common stock issued for cash		-		-		110,000

Net Cash Provided by
Financing Activities		-		-		105,500

NET DECREASE IN CASH		6,236		24,000		274,406

CASH AT BEGINNING OF PERIOD		268,170		250,090		-

CASH AT END OF PERIOD	$	274,406	$	274,090	$	274,406

SUPPLIMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

NON CASH FINANCING ACTIVITIES:

Stock offering costs paid in common stock	$	-	$	-	$	1,217

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

310 HOLDINGS, INC.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2008 and December 31, 2007

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, 2008 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, 2007 audited financial statements. The results of operations for the periods ended June 30, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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-Q, 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 revenue. 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.

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.

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.

For the six months ended June 30, 2008, we incurred a net income of $926 compared with $24,000 net revenues and income of $17,850 for the six months ended June 30, 2007.

Generating sales in the next 12 months is imperative for us to continue as a going concern. 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.

On July 17, 2008, G & G MINING CORP., a corporation organized under the laws of Florida, purchased 40,250,000 shares of Company common stock, representing 63.19% voting interest from our President and Chief Executive Officer, Nicole Wright.

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.

Critical Accounting Policies

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

Stock Based Compensation

In December 2004, the FASB issued a revision of SFAS No. 123 ("SFAS No. 123(R)") that requires compensation costs related to share-based payment transactions to be recognized in the statement of operations. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be re-measured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123 and is effective as of the beginning of January 1, 2006. Based on the number of shares and awards outstanding as of December 31, 2005 (and without giving effect to any awards which may be granted in 2006), we do not expect our adoption of SFAS No. 123(R) in January 2006 to have a material impact on the financial statements.

FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning after the date the FSP is posted to the FASB website. The Company has adopted SP FAS 123(R)-5 but it did not have a material impact on its consolidated results of operations and financial condition.

Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain 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. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.

As such, in accordance with the use of accounting principles generally accepted in the United States of America, our actual realized results may differ from management’s initial estimates as reported. A summary of significant accounting policies are detailed in notes to the financial statements which are an integral component of this filing.

Additional Information

We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also get copies of documents that the Company files with the Commission through the Commission’s Internet site at www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, Nicole Wright,, concluded that, as of June 30, 2008, our internal control over financial reporting was effective.

(b) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A - RISK FACTORS

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our filings with the Securities and Exchange Commission.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

There were no changes in securities and small business issuer purchase of equity securities during the period ended June 30, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended June 30, 2008.

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, 2008.

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 Chief Financial 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 Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

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.

July 29, 2008

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

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