To: scion who wrote (12722 ) 9/22/2011 7:52:34 PM From: scion Respond to of 53574 Mail Stop 4561 August 20, 2009 John Bordynuik Chief Executive Officer 310 Holdings, Inc. 500 Technology Square Cambridge, MA 90212 Re: 310 Holdings, Inc. Form 8-K Filed August 17, 2009 File No. 000-52444 Dear Mr. Bordynuik: We have reviewed the above referenced filing and have the following comments. Please note that we have limited our review to the matters addressed in the comments below. If indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers at the end of this letter. Form 8-K Filed August 17, 2009 Item 4.01 Changes in Registrant’s Certifying Accountant 1. You disclose that Seale and Beers, CPAs have been your auditors since August 11, 2009; however, this appears inconsistent with the disclosure noted in your Form 8-K filed August 11, 2009 wherein you state that Seale and Beers, CPAs were engaged on August 6, 2009. Please advise and amend the Form 8-K to revise your disclosure accordingly. 2. You disclose that you have not consulted with Seale and Beers, CPAs regarding the matters set forth in Item 304(a)(2)(ii) of Regulation S-K. Please note that your disclosure should state whether you have consulted with the newly engaged accountant regarding such matters. Please amend the Form 8-K to revise your disclosure accordingly. 3. Please include an updated Exhibit 16 letter from the former accountants in your amended Form 8-K. [...] More Filing Date 2009-08-20 sec.gov