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 MARCH 31, 2009

OR

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

FOR THE TRANSITION FROM _______ TO ________.

COMMISSION FILE NUMBER 333-139991

PACKITGREEN HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		20-4940852
(State or other jurisdiction of		(I.R.S. Employer
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	.	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 March 31, 2009, there were 38,820,301 outstanding shares of the Registrant's Common Stock, $.0001 par value.

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PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2009 and September 30, 2008

ASSETS		Mar 31, 2009		Sept 30, 2008
CURRENT ASSETS
Cash	$	34	$	2,947
Total Current Assets		34		2,947
PROPERTY AND EQUIPMENT, net of depreciation		6,397		7,172
OTHER ASSETS
Utility deposits		-		-
Option deposit		-		-
Total Other Assets		-		-
TOTAL ASSETS	$	6,432	$	10,119
LIABILITIES AND STOCKHOLDER’S DEFICIT
CURRENT LIABILITIES
Accrued payables-Related Parties	$	175,530	$	164,880
Accrued payables		133,308		41,457
Total Current Liabilities		308,838		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 March 31, 2009 and December 31, 2008 respectively
Additional paid-in capital		2,009,284		2,009,284
Loss accumulated during the development stage		(2,350,510)		(2,244,322)
Total equity		(302,406)		(196,218)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,432	$	10,119

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

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PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For Six Months Ended March 31, 2009,

And July 30, 2007 (date of inception) to March 31, 2009

		Six Months		July 30, 2009-
		Mar 31, 2009		Mar 31, 2009
INCOME	$	-	$	-
OPERATING EXPENSES
Administrative		105,414		2,271,869
Depreciation & amortization		774		1,104
Total operating expenses		106,188		2,272,973
NET PROFIT (LOSS)	$	(106,188)	$	(2,272,973)
NET LOSS PER COMMON SHARE
Basic	$	0.00	$	0.06
AVERAGE OUTSTANDING SHARES – restated (stated in 1,000’s)
Basic		38,820		38,820

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

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PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

STATEMENT OF CASH FLOWS

For the Six Months Ended March 31, 2009, And July 30, 2007 (date of inception) to

March 31, 2009

		Six months		July 30, 2007-
CASH FLOWS FROM		Mar 31, 2009		Mar 31, 2009
OPERATING ACTIVITIES
Net loss	$	(106,188)	$	(2,272,973)
Add depreciation		774		1,104
Net change in payables		102,501		231,301
Change in deposits		-		-
Common shares issued for services		-		30,000
Net Change from Operations		(2,913)		(2,010,568)
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		(2,913)		34
Cash at Beginning of Period		2,947		-
Cash at End of Period	$	146	$	34
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	-	$	-

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

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PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2009, And July 30, 2007 (date of inception) to

March 31, 2009

	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	-		-		-		-
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 March 31, 2009	-		-		-		(106,188)
Balance, March 31, 2009	38,820,301	$	38,820	$	2,009,284	$	(2,350,510)

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

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PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009

1. ORGANIZATION

The Company was incorporated under the laws of the state of Nevada on July 30, 2007 with authorized common shares of 74,000,000 and 1,000,000 preferred shares all with a par value of .001 with the name “JPG Associates, Inc”. The name was changed to “Packitgreen Holdings, Corp on February 19, 2008.

On February 19, 2008 Packitgreen Holdings, Corp, (the Company) completed the acquisition of all outstanding stock of Packitgreen Holdings, Inc (subsidiary) by the issuance of 30,056,000 shares of Packitgreen Holdings, Corp.’s common capital stock, representing 100% of the outstanding stock of the Packitgreen Holdings, Corp after the return and cancellation of 10,000,000 shares originally issued upon its organization, which was accounted for as a reverse acquisition and merger, in which Packitgreen Holdings, Inc. (subsidiary) was considered to be the acquirer of Packitgreen Holdings Corp for reporting purposes. The 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 operations of Packitgreen Holdings, Corp. (parent) 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.

The Company has not started any significant operations and is considered to be development state companies, with a September 30, fiscal year.

The Company and its subsidiary have not started any significant operations and are considered to be development state companies, with a September 30, fiscal 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.

Income 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 March 31, 2009, the Company had a net operating loss available for carry forward of $2,350,510. The income tax benefit of approximately $705,153 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.

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PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

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.

3. 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.

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PACKITGREEN HOLDINGS, CORP.

FORMERLY KNOW AS JPG ASSOCIATES, INC

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2009

6. 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.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital.

On 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.

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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

SIX MONTHS ENDED MARCH 31, 2009 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2008

 

The Company’s fiscal year is October 1 to September 30^t.

Administration Costs were $105,414 for the quarter ending March 31, 2009 and were $2,271,869 since inception, July 30, 2007). Administration costs generally consist of professional fees, office expenses and other general and administrative costs.

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Net Loss was $106,188 and $2,272,973 since inception. Although the Company in preliminary development stage, it does not have any sufficient sales volume.

Liquidity and Capital Resources

The Company has a negative net working capital of $308,804 at March 31, 2009. The decrease in the working is largely attributable to minimal operating 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 $80,831 for the period from January 1, 2009 through March 31, 2009 resulting in an accumulated deficit of $2,272,973 as of March 31, 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 six month period ended March 31, 2009, cash and cash equivalents decreased to $34 from $147 at December 31, 2008.

Cash Flows from Operating Activities. Net cash used by operating activities was $112 for the six months ended March 31, 2009 and $2,010,568 since inception.

Cash Flows from Investing Activities. Net cash used by financing activities was $0 for the six months ended March 31, 2008 and is $7,502 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.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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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

submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the 2008 Quarter ended March 31, 2009. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the 2009 Quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

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.

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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: September 25, 2009

PACKITGREEN HOLDINGS, CORP.

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

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