UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

X .. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~DECEMBER~~JUNE 3130, ~~2008~~2009

. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION FROM _______ TO ________.

COMMISSION FILE NUMBER ~~000~~333-~~53356~~139991

PACKITGREEN HOLDINGS, CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		20-4940852
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of		(I.R.S. Employer
c/o Jackson Coles, PLLC 960 Broadway, Suite 415, Boise, ID		83706
incorporation or organization)		Identification No.)
c/o Jackson Coles PLLC
960 Broadway, Suite 415, Boise, ID		83706
(Address of principal executive offices)		(Zip code)

Issuer's telephone number: (310) 450-9100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer . Accelerated filer . Non-accelerated filer . ~~(Do not check if a smaller reporting company)~~ Smaller reporting company X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X . No .

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes . No .

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of ~~December~~March 31, ~~2008~~2009, there were 38,820,301 outstanding shares of the Registrant's Common Stock, $.0001 par value.

PACKITGREEN HOLDINGS CORP.

DECEMBER 31, 2008 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	Page
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis or Plan of Operation	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	11
Item 4. Controls and Procedures	11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	13
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Submission of Matters to a Vote of Security Holders	14
Item 5. Other Information	14
Item 6. Exhibits	14
SIGNATURES	15

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Unaudited)~~June 30, 2009 and September 30, 2008

December 31, 2008 and September 30, 2008


ASSETS		June 30, 2009		Sept 30, 2008

CURRENT ASSETS

Cash	$	134	$	2,947

Total Current Assets		134		2,947

PROPERTY AND EQUIPMENT, net of depreciation		6,066		7,172

OTHER ASSETS
Utility deposits		-		-
Option deposit		-		-
Total Other Assets		-		-

TOTAL ASSETS	$	6,200	$	10,119

LIABILITIES AND STOCKHOLDER’S DEFICIT

CURRENT LIABILITIES
Accrued payables-Related Parties		175,530		164,880
Accrued payables		150,475		41,457
Total Current Liabilities		326,005		206,337

LONG - TERM LIABILITIES		-		-

STOCKHOLDER’S EQUITY

Stock – $.001 par value, 74,000,000 shares authorized, 38,820,301 shares		38,820		38,820
issued and outstanding at June 30, 2009 and December 31, 2008 respectively
Additional paid-in capital		2,009,284		2,009,284
Loss accumulated during the development stage		(2,367,909)		(2,244,322)
Total equity		(302,406)		(196,218)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,200	$	10,119

		Dec 31, 2008		Sept 30, 2008
ASSETS
CURRENT ASSETS
Cash	$	147	$	2,947
Total Current Assets		147		2,947
PROPERTY AND EQUIPMENT, net of depreciation	$	6,728	$	7,172
TOTAL ASSETS	$	6,875	$	10,119
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES
Accounts payables- Related Parties	$	172,680	$	164,880
Accrued payables		55,770		41,457
Total Current Liabilities		228,450		206,337
STOCKHOLDER’S EQUITY
Common Stock – $.001 par value, 74,000,000 shares authorized,
38,820,301 shares issued and outstanding at December 31, 2008	$	38,820	$	38,820
and at Sept 30, 2008
Preferred Stock - $.001 par value, 1,000,000 authorized, none outstanding
Additional paid-in capital		2,009,284		2,009,284
Loss accumulated during the development stage		(2,269,679)		(2,244,322)
Total equity		(221,575)		(196,218)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,875	$	10,119

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

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

~~(Unaudited)~~For Nine Months Ended June 30, 2009,

~~For~~And ~~Three~~July ~~Months~~30, ~~Ended~~2007 ~~December~~(date ~~31,~~of ~~2007~~inception) ~~and~~to ~~2008~~June 30, 2009

And July 30, 2007 (date of inception) to December 31, 2008


		Nine Months		July 30, 2007-
		June 30, 2009		June 30, 2009

INCOME	$	-	$	-

OPERATING EXPENSES

Administrative		122,481		2,366,473
Depreciation & amortization		1,106		1,435
Total operating expenses		123,587		2,367,908

NET PROFIT (LOSS)	$	(123,587)	$	(2,367,908)

NET LOSS PER COMMON SHARE

Basic	$	0.00	$	0.06

AVERAGE OUTSTANDING SHARES – restated (stated in 1,000’s)

Basic		38,820		38,820

						Inception to
		Dec 31, 2007		Dec 31, 2008		Dec 31, 2008
INCOME	$	-	$	-	$	-
OPERATING EXPENSES
Administrative	$	36,018	$	24,915	$	366,061
Research, development and consulting				1,902,846
Depreciation & amortization		-		442		772
Total operating expenses		36,018		25,357		2,269,679
NET PROFIT (LOSS)	$	(36,018)	$	(25,357)	$	(2,269,679)
NET LOSS PER COMMON SHARE
Basic	$	0.00	$	0.00	$	0.00
AVERAGE OUTSTANDING SHARES (stated in 1,000’s)
Basic		38,820		38,820		38,820

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

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

STATEMENT OF CASH FLOWS

For Nine Months Ended June 30, 2009, And July 30, 2007 (~~Unaudited~~date of inception) to

~~For~~June ~~Three Months Ended December 31~~30, ~~2008,~~2009

And July 30, 2007 (date of inception of former subsidiary) to


		Nine Months		July 30, 2007-
CASH FLOWS FROM		June 30, 2009		June 30, 2009
OPERATING ACTIVITIES

Net loss	$	(123,587)	$	(2,367,908)

Add depreciation		1,106		1,435
Net change in payables		119,668		326,005
Change in deposits		-		-
Common shares issued for services		-		30,000

Net Change from Operations		(2,813)		(2,010,468)

CASH FLOWS FROM INVESTING
ACTIVITIES

Purchase of property and equipment		-		(7,502)
Option deposit		-		-

Net Change from Investing		-		(7,502)

CASH FLOWS FROM FINANCING
ACTIVITIES

Increase in shareholder investments		-		2,018,104

Net Change from Financing		-		2,018,104

Net Change in Cash		(2,813)		134
Cash at Beginning of Period		2,947		-
Cash at End of Period	$	134	$	134

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest	$	-	$	-

December 31, 2008

						Inception to
CASH FLOWS FROM		Dec 31, 2007		Dec 31, 2008		Dec 31, 2008
OPERATING ACTIVITIES
Net loss	$	(36,018)	$	(25,357)	$	(2,269,679)
Add depreciation		-		442		772
Net change in payables		1,708		14,315		55,770
Change in prepaid expenses		-		-		-
Change in deposits		-		-		-
Common shares issued for services		-		-		37,489
Net Change from Operations	$	(34,310)	$	(10,600)	$	(2,175,648)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of property and equipment		-		-		(7,502)
Option deposit		-		-		-
Net Change from Investing		-		-		(7,502)
CASH FLOWS FROM FINANCING
ACTIVITIES
Loans from related parties		29,000		7,800		172,680
Change in subscription receivable		5,300
Increase in shareholder investments		-		-		2,010,616
Net Change from Financing		34,300		7,800		2,183,296
Net Change in Cash		(10)		(2,800)		147
Cash at Beginning of Period		300		2,947		0
Cash at End of Period	$	290	$	147	$	147
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	0	$	0	$	0

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

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For Nine Months Ended June 30, 2009, And July 30, 2007 (~~Unaudited~~date of inception) to

~~For~~June ~~Period July~~ 30, ~~2007 (date of inception of former subsidiary)~~2009

to December 31, 2008


	Common Stock				Additional paid-in Capital		Loss Accumulated During Development Stage
	Shares		Amount		Additional paid-in Capital		Loss Accumulated During Development Stage

Balance July 19, 2007 (date of inception)	-	$	-	$	-	$	-

Issuance of common stock to shareholders and LEA Management for management services performed	30,000,000		30,000		-		-

Issuance of common stock for cash	56,000		56		5,544		-

Issuance of common stock for cash	15,000		15		14,985		-

Net operating loss for the period ended September 30, 2007	-		-		-		-

Balance September 30, 2007	30,071,000		30,071		20,529		-

Exchanged for Packitgreen Holding, Corp stock	-		-		-		-

Issuance of common stock for cash	1,260,301		1,260		1,988,755		-

Issuance of common stock to shareholders, officers and directors	7,489,000		7,489		-		-

Net operating loss for the period ended September 30, 2008	-		-		-		(2,244,322)

Balance, September 30, 2008	38,820,301	$	38,820	$	2,009,284	$	(2,244,322)

Net operating loss for the period ended June 30, 2009	-		-		-		(123,587)

Balance, June 30, 2009	38,820,301	$	38,820	$	2,009,284	$	(2,367,909)

	Common Stock				Additional paid-in Capital		Loss Accumulated During Development Stage
	Shares		Amount
Balance July 19, 2007 (date of inception)	-	$	-	$	-	$	-
Issuance of common stock to shareholders and LEA Management for management services performed	30,000,000		30,000		-		-
Issuance of common stock for cash	56,000		56		5,544		-
Issuance of common stock for cash	15,000		15		14,985		-
Net operating loss for the period ended September 30, 2007	-		-		-		(79,000)
Balance September 30, 2007	30,071,000		30,071		20,529		(79,000)
Exchanged for PackItGreen Holding, Corp stock
Issuance of common stock for cash	1,260,301		1,260		1,988,755		-
Issuance of common stock to shareholders, officers and directors	7,489,000		7,489		-		-
Net operating loss for the period ended September 30, 2008	-		-		-		(2,165,322)
Balance, September 30, 2008	38,820,301	$	38,820	$	2,009,284	$	(2,244,322)
Net operating loss for the period ended December 31, 2008	-		-		-		(25,357)
Balance, December 31, 2008	38,820,301	$	38,820	$	2,009,284	$	(2,269,679)

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

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~(Unaudited)~~June 30, 2009

December 31, 2008

1. ORGANIZATION

~~PackItGreen~~The Company was ~~organized~~incorporated asunder athe ~~Nevada~~laws ~~Corporation~~of onthe ~~July~~state ~~30,~~of ~~2007. The Company had one~~ Nevada ~~subsidiary:~~on ~~PackItGreen~~May 24, ~~Inc.~~2006 (awith ~~U.S.~~authorized ~~company).~~common Asshares of ~~December 31~~74, ~~2008~~000,000 ~~the~~and ~~Company intended to manufacture biodegradable~~1, ~~compostable commercial packaging products~~000,000 ~~such~~preferred asshares ~~pallets,~~all ~~egg~~with ~~cartons,~~a ~~wine~~par ~~packaging,~~value asof ~~well~~.001 aswith ~~packaging~~the ~~for~~name ~~medical~~“JPG ~~supplies~~Associates, ~~and gardening supplies~~Inc”. ~~PackItGreen~~The ~~also~~name ~~intended~~was changed to ~~establish~~“Packitgreen aHoldings, ~~manufacturing~~Corp ~~and~~on ~~packaging~~February ~~facility in Monticello~~19, ~~Mississippi for the purpose of manufacturing and packaging the biodegradable cellulose-based products~~2008.

AsOn ofFebruary ~~December 31~~19, 2008 Packitgreen Holdings, Corp, (the Company) ~~intended~~completed tothe ~~develop~~acquisition anof ~~efficient~~all ~~manufacturing~~outstanding ~~capability~~stock ~~using~~of aPackitgreen ~~process~~Holdings, ~~that~~Inc it(subsidiary) ~~has~~by ~~been~~the ~~granted~~issuance aof ~~license~~30,056,000 toshares ~~use~~of byPackitgreen ~~EATware~~Holdings, ~~Global~~ Corp.,’s ascommon ~~described~~capital ~~below~~stock, ~~which~~representing ~~together~~100% ~~with~~of the ~~utilization~~outstanding stock of ~~low-cost~~the Packitgreen Holdings, Corp after the return and ~~readily~~cancellation ~~available~~of ~~raw~~10,000,000 ~~materials~~shares originally issued upon its organization, ~~will~~which ~~allow~~was itaccounted for as a reverse acquisition and merger, in which Packitgreen Holdings, Inc. (subsidiary) was considered to ~~fill~~be the ~~niche~~acquirer of Packitgreen Holdings Corp for ~~environmentally~~reporting ~~friendly~~purposes. ~~food~~The ~~serviceware~~outstanding stock of Packitgreen Holdings Corp. (parent) was 38,820,301 after the completion of the acquisition. The continuing operations in this report are those of Packitgreen Holdings, Inc (previous) including its prior historical operating statements and ~~packaging~~operations ~~materials~~of ~~against~~Packitgreen ~~more~~Holdings, ~~established~~Corp. ~~conventional~~(parent) ~~products~~after February 19, 2008. The financial statements show a retroactive restatement of Packitgreen Holdings Corp.’s historical outstanding shares, as if the shares had been issued by the subsidiary, to reflect the equivalent number of common shares issued by the subsidiary.

~~However,~~The ~~due~~Company tohas ~~the~~not ~~lack~~started ofany ~~results~~significant inoperations ~~our~~and ~~attempt~~is considered to ~~implement~~be ~~our~~development ~~original~~state ~~business plan~~companies, ~~management~~with ~~determined~~a itSeptember ~~was~~30, infiscal ~~the best interests of the shareholders to look for other potential business opportunities that might be available to the Company~~year.

AsThe ofCompany ~~the~~and ~~date~~its ofsubsidiary ~~the~~have ~~filing~~not ofstarted ~~this~~any ~~annual~~significant ~~report,~~operations ~~management has begun the process of analyzing the various alternatives that may be available to ensure the survival of the company~~ and toare ~~preserve~~considered ~~our shareholder's investment. This may include additional sources of financing~~ to ~~continue~~be indevelopment ~~the~~state ~~biodegradable food-ware business~~companies, orwith a ~~change~~September ~~of business plan. At this stage in our operations~~30, wefiscal ~~believe either course is acceptable, as our operations have not been profitable and our future prospects for our original business plan are not promising~~year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company will recognize income and expenses based on the accrual method of accounting.

Revenue Recognition

Revenue will be recognized upon the completion of a service or the sale and shipment of a product.

Advertising and Market Development

The company will expense advertising and market development costs as incurred.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risks.

7Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

On June 30, 2009, the Company had a net operating loss available for carry forward of $2,367,909. The income tax benefit of approximately $710,373 from the carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has not started any operations. The net operating loss will expire in 2029.

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

~~(Unaudited)~~June 30, 2009

December 31, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Income Taxes

On December 31, 2008, the Company had a net operating loss available for carry forward of $2,269,679. The income tax benefit of approximately $180,000 from the carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has not started any operations. The net operating loss will expire in 2029.

Financial Instruments

The carrying amounts of financial instruments, including cash and accounts payable, are considered by management to be their estimated fair values due to their short term maturities.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

83. DEPOSIT

The Company has entered into a Memorandum of Understanding with Lawrence County, Mississippi, to locate a new processing and distribution facility in the County to manufacture and distribute industrial packaging. As part of the agreement the Company has agreed to the lease-purchase of a building owned by the County with an initial lease term of sixty months at a monthly rental of $1,000, starting in November 2007, which will be applied toward a negotiated purchase price. The Company made an advance deposit of $15,000 toward the successful completion of the project. The advance deposit was forfeited and the lease has been terminated.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors have been authorized stock, but will not receive any compensation or funds until the offer is completed and is posted for trading.

5. CAPITAL STOCK

On March 26, 2008 the Company closed a private placement with two accredited investors for an aggregate amount of $1,890,453. In consideration of the purchase price, the company issued to the investors an aggregate of 1,260,301 restricted shares of the common stock, $0.001 par value. Additionally the investors also were issued 126,030 warrants exercisable for three years from date of issuance for an exercise price of $3.00. During 2007 the Company issued 71,000 private placement common shares for cash of $20,600, and 30,000,000 shares to management or others for services.

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

~~(Unaudited)~~June 30, 2009

~~December~~6. ~~31,~~GOING ~~2008~~CONCERN

3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-directors have acquired 99% of the outstanding common stock of the Company and have made no interest demand loans to the Company of $172,680.

4. CAPITAL STOCK

On March 26, 2008 the Company closed a private placement with two accredited investors for an aggregate amount of $1,890,453. In consideration of the purchase price, the company issued to the investors an aggregate of 1,260,301 restricted shares of the common stock, $0.001 par value. Additionally the investors also were issued 126,030 warrants exercisable for three years from date of issuance for an exercise price of $3.00 no value has been recognized. During 2007 the Company issued 71,000 private placement common shares for cash of $20,600, and 30,000,000 shares to management or others for services.

5. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for all its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

~~The~~Continuation ~~Company~~of ~~plan is to obtain additional funds from~~ the ~~shareholders~~Company oras ~~obtain~~a ~~outside~~going ~~financing~~concern ~~which~~is ~~will~~dependent ~~enable~~upon ~~the~~obtaining ~~company~~additional toworking ~~continue operations for the coming year~~capital.

9On April 30, 2008 the consulting agreement between Eatware International Limited and the company was cancelled.

In August of 2008, development in Mississippi ceased. The company forfeited all Mississippi leases and is searching for an alternative site that would provide raw materials consistently and fit the business model of the corporation.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. References in this section to "PackItGreen Holdings, Corp.," “PackItGreen,” the "Company," "we," "us," and "our" refer to PackItGreen Holdings, Corp. and our direct and indirect subsidiaries on a consolidated basis unless the context indicates otherwise.

This quarterly report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects, intends, believes, anticipates, may, could, should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.

The following discussion and analysis should be read in conjunction with the consolidated financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Overview

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

As a result of the reverse merger described in our current report on Form 8-K (“Form 8-K) filed with the SEC on February 22, 2008, the Company became involved in the business of producing environmentally friendly food service-ware.

Significant Accounting Policies

Accounting Method: The Company recognizes income and expenses based on the accrual method of accounting.

Use of Estimates: -- Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Accounts Receivables: -- Trade Accounts Receivable: Trade accounts receivables do not exist at the date of the financial statements and no allowance for doubtful accounts has been set up at this time.

Revenue Recognition: -- Revenue will be recognized upon the completion of a service or the sale and shipment of a product.

Intangible Assets: – Intangible assets will initially recorded at fair value and be reviewed every year for impairment. Other intangible assets will be valued and amortized as required. No intangibles exist at the date of the financial statements.

RESULTS OF OPERATIONS

~~THREE~~NINE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2008~~2009 COMPARED TO THE ~~THREE~~NINE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2007~~2008

The Company’s fiscal year is October 1,1st ~~2008~~ to September 30,. ~~2009~~

Administration Costs were $2417,~~915~~067 for the quarter ending ~~DECEMBER~~June 3130, ~~2008~~2009 and were $362,~~018~~366,473 ~~for~~since ~~the~~inception, ~~period~~July ~~ended December 31~~30, 2007). Administration costs generally consist of professional fees, office expenses and other general and administrative costs.

109

Net Loss was $2517,~~357~~399 ~~for the quarter ending DECEMBER 31, 2008~~ and $362,~~018 for the period ended December 31~~367,908 ~~2007.~~since ~~The increase in Net Loss is primarily attributable to administrative expenses during the first three months of 2008~~inception. ~~Since~~Although the Company in preliminary development stage, it does not have any sufficient sales volume ~~as of yet~~.

Liquidity and Capital Resources

The Company ~~had~~has a negative net working capital of $~~228~~325,~~303~~871 at ~~DECEMBER~~June 3130, ~~2008~~2009. The ~~working~~decrease ~~capital~~in isthe ~~negative~~working ~~and~~is ~~will~~largely beattributable ~~until~~to ~~the~~minimal ~~company~~operating ~~advances beyond the development stage~~costs.

The Company has incurred losses since its inception, and consequently it is uncertain when the Company will consistently generate sufficient revenues to fund its operational costs. The Company’s auditors have emphasized uncertainty regarding our ability to continue as a going concern in their audit reports for our year ended September 30, 2008. As shown in the accompanying financial statements, the Company realized net losses from operations of $3617,~~018~~399 for the period from ~~September~~January 301,~~02008~~ 2009 through March 31, 2009 resulting in an accumulated deficit of $ 2,~~269~~367,~~679____~~909 as of ~~DECEMBER~~June 3130, ~~2008~~2009.

Management’s plans in regard to this matter are to continue to seek strategic relationships and alliances in order to further enhance the commercialization and acceptance of the CelTrek SIM technology in an effort to generate positive cash flow. Until its contracts and strategic alliances become fully economically viable and marketing efforts generate sufficient transaction volume, the Company may borrow additional funds or seek equity infusions in order to provide adequate liquidity to sustain its operations. The Company cannot guarantee that such sources of funding will be available on acceptable terms, if at all, if and when they are needed.

Other components of the Company’s working capital and changes therein are discussed as follows:

Cash Equivalents. For the ~~three~~nine month period ended ~~DECEMBER~~June 3130, ~~2008~~2009, cash and cash equivalents ~~decreased~~increased to $~~147~~134 from $~~2,947~~34 at ~~September~~March 3031, 2008. ~~The decrease is from consumption of cash for administrative expense.~~

Cash Flows from Operating Activities. Net cash used by operating activities was $~~10,600~~2813 for the ~~three~~nine months ended ~~DECEMBER~~June 3130, ~~2008~~2009 and $342,~~310 for the period ended December 31~~010,468 ~~2007.~~since ~~The change in cash flows from operating activities is primarily attributable to increase in payables~~ inception.

Cash Flows from Investing Activities. Net cash used by financing activities was $0 for the ~~three~~nine months ended ~~DECEMBER~~June 3130, 2008 and is $~~0 for the period ended December 31~~7,502 ~~2007~~since inception.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A.

ITEM 4. CONTROLS AND PROCEDURES.

~~(a)~~Evaluation of Disclosure Controls and Procedures

Our ~~principal~~management ~~executive~~is ~~and~~responsible ~~principal~~for ~~financial~~establishing ~~officer~~and ~~has~~maintaining ~~evaluated~~a ~~the~~system ~~effectiveness~~ of ~~our~~ disclosure controls and procedures, (as defined in ~~Rules~~Rule 13a – -15(e)) ~~and~~under ~~15d~~the –Exchange ~~15(e~~Act) ~~under~~that is designed to ensure that information required to be disclosed by the ~~Securities~~Company ~~Exchange~~in ~~Act~~the ofreports ~~1934,~~that aswe ~~amended~~file (or submit under the “Exchange Act”) is recorded, asprocessed, ofsummarized ~~the~~and ~~end~~reported, ofwithin the ~~period~~time ~~covered~~specified byin ~~this~~the ~~annual~~Commission's ~~report.~~rules Heand ~~has~~forms. ~~concluded~~Disclosure ~~that,~~controls ~~based~~and onprocedures ~~such evaluation~~include, ~~our~~without ~~disclosure~~limitation, controls and procedures ~~were~~designed ~~not~~to ~~effective~~ensure ~~due~~that information required to ~~the~~be ~~material~~disclosed ~~weaknesses~~by an issuer in ~~our~~the ~~internal~~reports ~~control~~that ~~over~~it ~~financial~~files ~~reporting~~or assubmits ofunder ~~June~~the 30Exchange Act is accumulated and communicated to the issuer's management, ~~2008~~including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as ~~further~~appropriate ~~described~~to ~~below~~allow timely decisions regarding required disclosure.

~~(b) Management’s Annual Report on Internal Control Over Financial Reporting~~10

~~Overview~~Pursuant to Rule 13a-15(b) under the Exchange Act the Company carried out an evaluation with the participation of the Company’s management, including Jonathan So, the Company’s Chief Executive Officer (“CEO”) and Richard W. Jackson, Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended March 31, 2008. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or

~~Internal~~submits ~~control~~under ~~over~~the ~~financial~~Exchange ~~reporting~~Act, asis ~~defined~~recorded, inprocessed, ~~Rules~~summarized ~~13a-15(f)~~ and ~~15d-15(f)~~reported, ~~refers~~within to the ~~process~~time ~~designed~~periods ~~by,~~specified orin ~~under~~ the ~~supervision~~SEC’s ~~of,~~rules ~~our principal executive officer~~ and ~~principal financial officer~~forms, and ~~effected~~that bysuch ~~our~~information ~~board~~is ofaccumulated ~~directors, management~~ and ~~other~~communicated ~~personnel,~~ to ~~provide~~the ~~reasonable~~Company’s ~~assurance~~management, ~~regarding~~including the ~~reliability~~Company’s ofCEO ~~financial reporting~~ and ~~the~~CFO, ~~preparation~~as ofappropriate, ~~financial~~to ~~statements~~allow ~~for~~timely ~~external~~decisions ~~purposes~~regarding inrequired ~~accordance with generally accepted accounting principles~~disclosure. ~~Management is responsible for establishing and maintaining adequate internal control over financial reporting for PackItGreen.~~

11Changes in internal controls

~~Internal~~Our ~~control~~management, ~~over~~with ~~financial~~the ~~reporting~~participation ~~cannot~~our ~~provide~~Chief ~~absolute~~Executive ~~assurance~~Officer ofand ~~achieving~~Chief ~~financial~~Financial ~~reporting~~Officer, ~~objectives~~performed ~~because~~an ofevaluation ~~its~~as ~~inherent~~to ~~limitations.~~whether ~~Internal~~any ~~control~~change ~~over financial reporting is a process that involves human diligence and compliance and is subject to lapses~~ in ~~judgment~~our ~~and~~internal ~~breakdowns~~controls ~~resulting from human failures. Internal control~~ over financial reporting ~~also~~occurred ~~can~~during bethe ~~circumvented~~2009 byQuarter ~~collusion~~ended orJune ~~improper management override~~30,2009. ~~Because~~Based ofon ~~such~~that ~~limitations~~evaluation, ~~there~~our isChief aExecutive ~~risk~~Officer ~~that~~and ~~material~~our ~~misstatements~~Chief ~~may~~Financial ~~not~~Officer beconcluded ~~prevented~~that orno ~~detected~~change onoccurred ain ~~timely~~the ~~basis~~Company's by internal ~~control~~controls over financial reporting. ~~However,~~during ~~these~~the ~~inherent~~2009 ~~limitations~~Quarter ~~are~~ended ~~known~~June ~~features~~30, of2009 ~~the~~that ~~financial~~has ~~reporting~~materially ~~process. Therefore~~affected, itor is ~~possible~~reasonably likely to ~~design~~materially ~~into~~affect, the ~~process~~Company's ~~safeguards~~internal tocontrols ~~reduce,~~over ~~though~~financial ~~not eliminate, this risk~~reporting.

Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission to evaluate the effectiveness of PackItGreen’s internal control over financial reporting. As a result of the material weaknesses described below, management has concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2008.

Management’s Assessment

Management has determined that, as of the September 30, 2008 measurement date, there were material weaknesses in both the design and effectiveness of our internal control over financial reporting. Management has assessed these deficiencies and has determined that there were four general categories of material weaknesses in PackItGreen’s internal control over financial reporting. As a result of our assessment that material weaknesses in our internal control over financial reporting existed as of September 30, 2008, management has concluded that our internal control over financial reporting was not effective as of September 30, 2008. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In management’s opinion, our assessment as of September 30, 2008 regarding the existence of material weaknesses in our internal control over financial reporting relates to (1) the absence of adequate staffing, (2) the lack of controls or ineffectively designed controls, (3) the failure in design and operating effectiveness of information technology controls over financial reporting, and (4) failures in operating control effectiveness identified during the testing of the internal control over financial reporting. Management and our Board of Directors have assigned a high priority to the short-term and long-term improvement of our internal control over financial reporting.

The material weaknesses we have identified include:

Deficiencies pertaining to a lack of human resources within our finance and accounting functions. We currently only have no employees. The lack of appropriately skilled personnel and less effective monitoring activities could result in material misstatements to financial statements not being detected in a timely manner.

Deficiencies pertaining to the lack of controls or ineffectively designed controls. Our control design analysis and process walk-throughs disclosed a number of instances where review approvals were undocumented, where established policies and procedures were not defined, and controls were not in place.

Deficiencies related to information technology control design and operating effectiveness weaknesses. This material weakness resulted from the absence of key formalized information technology policies and procedures and could result in (1) unauthorized system access, (2) application changes being implemented without adequate reliability testing, (3) inconsistent investigation of system errors and the absence of timely or properly considered remedial actions, and (4) over reliance on spreadsheet applications without quality control assurances. These factors could lead to material errors and misstatements to financial statements occurring without timely detection.

Deficiencies related to failures in operating effectiveness of the internal control over financial reporting. Certain internal control procedures were developed during the latter part of 2008. When testing occurred to confirm the effectiveness of the internal control over financial reporting, controls were not operating effectively. Insufficient time remained to remediate these material weaknesses prior to year-end.

This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we have initiated or intend to initiate a number of remediation measures to address the control deficiencies and material weaknesses identified above. The remediation measures include or are expected to include the following:

Hiring of an outside consultant to evaluate the derivatives and fair value accounting.

Hiring of more qualified and experienced accounting personnel to perform month-end reviews and closing processes as well as to allow additional oversight and supervision.

Reassigning and altering functional responsibilities among new and existing employees to provide appropriate segregation of duties among functional groups within the Company.

Updating of our policies and procedures along with control matrices and implementing testing procedures to ensure ongoing compliance.

Establishing programs to provide ongoing training and professional education and development plans for accounting department personnel.

Adding additional information technology staffing and implementing information technology policies and procedures to ensure adequate system controls are in place and compliance testing occurs on a regular basis.

Restoring our executive management team with qualified and experienced business leaders to provide day-to-day management oversight and strategic direction.

We intend to adopt additional remediation measures related to the identified control deficiencies as necessary as well as to continue to evaluate our internal controls on an ongoing basis in order to upgrade and enhance when appropriate. Our Board of Directors has taken an active role in reviewing and discussing the internal control deficiencies with our auditors and financial management. Our management and the Board of Directors will actively monitor the implementation and effectiveness of the remediation efforts undertaken by our financial management.

PART II

OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On September 1, 2007 we entered into a Lease Agreement with Lawrence County, Mississippi, to locate a new manufacturing, processing and distribution facility in the County to manufacture and distribute our products. As part of the agreement we agreed to the lease-purchase of a building.

On or about December 12, 2008, the Company was orally advised by Lawrence County CDA, that PackItgreen Holdings Corp. was in default of the Lease Agreement and, therefore, the Lease Agreement was terminated. As of the date of the filing of this annual report, the Company is in settlement discussions with the Lessor in connection with the Company’s default under the Lease Agreement.

On April 9, 2009, John Kelly, a former consultant of the Company, served a complaint against the Company, PackItGreen Holdings, Inc., et al in the United States District Court for the Southern District of Mississippi. The Complaint was brought over a dispute as to certain consulting fees allegedly owed to Mr. Kelly in connection with consulting services Mr. Kelly provided to the Company. On or about April 6, 2009, the Court entered a default judgment against the Defendants. Prior to the Final Judgment being entered, Kelly and the Defendants entered into settlement discussions and the Parties have agreed to settle the matter on or before July 25, 2009. The settlement entails the payment of money to the Plaintiff which amount will not have any financial detrimental impact on Packitgreen Holdings Inc. et al. On July 29, 2009, the parties entered into a General Mutual Release whereby Mr. Kelley released and discharged the Company, PackItGreen Holdings, Inc., et al in consideration for the payment of $35,000.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

None.

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

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5 - OTHER INFORMATION

None.

There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

ITEM 6 - EXHIBITS


Exhibit Number		Description

31.1		Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

31.2		Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32.1		Certification by Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

32.2		Certification by Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

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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 thereunto duly authorized.

DATED: ~~August~~September 2825, 2009

PACKITGREEN HOLDINGS, CORP.

BY: /sS/ Shan Ho Shan Ho President and Chief Executive Officer (principal executive officer) BY: /sS/ Richard W. Jackson Richard W. Jackson (Principal financial and accounting officer)

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