UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  (Mark One)  SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008 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)  Nevada20-4940852(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)3420 Ocean Park Blvd., Suite 3000, Santa Monica, CA90405(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 S   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 S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £   No S  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 August, 2008, there were 38,820,301 outstanding shares of the Registrant's Common Stock, $.0001 par value.    PACKITGREEN HOLDINGS CORP. JUNE 30, 2008 QUARTERLY REPORT ON FORM 10-Q  TABLE OF CONTENTS   PART I - FINANCIAL INFORMATIONPageItem 1. Financial Statements3Item 2. Managements Discussion and Analysis or Plan of Operation11Item 3. Quantitative and Qualitative Disclosures About Market Risk12Item 4. Controls and Procedures12PART II - OTHER INFORMATIONItem 1. Legal Proceedings13Item 1A. Risk Factors13Item 2. Unregistered Sales of Equity Securities and Use of Proceeds13Item 3. Defaults Upon Senior Securities13Item 4. Submission of Matters to a Vote of Security Holders13Item 5. Other Information13Item 6. Exhibits14SIGNATURES14   2   PART I
FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS  PACKITGREEN HOLDINGS CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2008 and December 31, 2007     ASSETSJun 30, 2008Dec 31, 2007(Unaudited)(Audited)CURRENT ASSETSCash$3,544$290Prepaid expenses10,262-Total Current Assets13,806290PROPERTY AND EQUIPMENT, net of depreciation7,298-OTHER ASSETSConstruction in Progress, system design, testing4,175,000-Utility deposits1,065-Option deposit15,00015,000Total Other Assets4,191,06515,000TOTAL ASSETS$4,212,169$15,290LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccrued payables-Related Parties$31,719$70,000Accrued payables18,5781,708Total Current Liabilities50,29779,708LONG - TERM LIABILITIES2,410,464-STOCKHOLDERS EQUITYStock  $.001 par value, 74,000,000 shares authorized, 38,820,301shares issued and outstanding at June 30, 2008 and restated at December  31, 200738,82030,071Additional paid-in capital2,009,28420,529Loss accumulated during the development stage(296,696)(115,018)Total equity1,751,408(64,418)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$4,212,168$15,290  The accompanying notes are an integral part of these condensed financial statements.  3   PACKITGREEN HOLDINGS CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) CONSOLUDATED STATEMENTS OF OPERATIONS (Unaudited) For Six Months Ended June 30, 2008, And July 30, 2007 (date of inception) to June 30, 2008    Jun 30, 2008Jun 30, 2007INCOME$-$-OPERATING EXPENSESAdministrative181,439296,493Depreciation & amortization204204Total operating expenses181,679296,697NET PROFIT (LOSS$(181,679)$(296,697)NET LOSS PER COMMON SHAREBasic$0.00$0.00AVERAGE OUTSTANDING SHARES  restated (stated in 1,000s)Basic38,82038,820       The accompanying notes are an integral part of these condensed financial statements.  4   PACKITGREEN HOLDINGS CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) For Six Months Ended June 30, 2008, And July 30, 2007 (date of inception) to June 30, 2008   CASH FLOWS FROMJun 30, 2008Jun 30, 2007OPERATING ACTIVITIESNet loss$(181,679)$(296,697)Add depreciation204204Net change in payables(29,411)50,297Change in prepaid expenses(10,262)(10,262)Change in deposits(1,065)(1,065)Common shares issued for services-30,000Net Change from Operations(222,213)(227,523)CASH FLOWS FROM INVESTINGACTIVITIESConstruction in Progress, system design, testing(4,182,501)(4,182,501)Option deposit-(15,000)Net Change from Investing(4,182,501)(4,197,501)CASH FLOWS FROM FINANCINGACTIVITIESProceeds from/payments on long-term debt2,410,4642,410,464Increase in shareholder investments1,997,5042,018,104Net Change from Financing4,407,9684,428,568Net Change in Cash3,2543,544Cash at Beginning of Period290-Cash at End of Period$3,544$3,544SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest$-$-   The accompanying notes are an integral part of these condensed financial statements.  5   PACKITGREEN HOLDINGS CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) For Six Months Ended June 30, 2008, And July 30, 2007 (date of inception) to June 30, 2008    LossAccumulatedAdditionalDuringCommon Stockpaid-inDevelop-SharesAmountCapitalment StageBalance July 19, 2007(date of inception)-$-$-$-Issuance of common stock to shareholdersand LEA Management formanagement services performed30,000,00030,000--Issuance of common stock for cash56,000565,544-Issuance of common stock for cash15,0001514,985-Net operating loss for the periodEnded December 31, 2007---(115,018)Balance December 31, 200730,071,00030,07120,529(115,018)Exchanged for Packitgreen Holding, Corp stockIssuance of common stock for cash1,260,3011,2601,988,755-Issuance of common stock to shareholders,officers and directors7,489,0007,489--Net operating loss for the periodended June 30, 2008---(181,679)Balance, June 30, 200838,820,301$38,820$2,009,284$(296,697)    The accompanying notes are an integral part of these condensed financial statements.  6   PACKITGREEN HOLDINGS, CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Unaudited) June 30, 2008 ___________________________________________________________________________________________ 1. ORGANIZATION  On February 19, 2008 the company entered into a Share Exchange Agreement with JPG Associates, Inc. The company was incorporated under the laws of the state of Nevada on July 30, 2007 with authorized common stock of 300,000,000 shares with a par value of $.001. After stock exchange agreement with JPG Associates, Inc, the stated value is $0.0001 per share and the formal name changed to Packitgreen Holdings Corp. As previously disclosed, on February 19, 2008 (the Closing Date), JPG Associates, Inc. (JPG or the Company) entered into a Share Exchange Agreement (the Agreement) with PackItGreen Holdings, Inc. (PackItGreen), a private company formed under the laws of Nevada, and the shareholders of PackItGreen (the PackItGreen Shareholders) pursuant to which the Company has agreed to acquire (the Acquisition), subject to the satisfaction of the conditions to closing as outlined in the Agreement, all of the outstanding shares of common stock of PackItGreen from the PackItGreen Shareholders. As consideration for the acquisition of the shares of PackItGreen, the Company agreed to issue an aggregate of 30,560,000 shares of Common stock, $0.0001 par value (the Common Stock) to the PackItGreen Shareholders. At the conclusion of  stock exchange agreement, 38,820,301 shares are issued and outstanding.  The Company had previously acquired all outstanding stock of Eatware Holding, Inc. (subsidiary) which was organized on July 19, 2007 in the state of Nevada. Subsequent to the Closing Date, in May 2008, the parties entered into Amendment No. 1 to the Share Exchange Agreement (the Amendment), pursuant to which the parties agreed to remove the requirement for the $550,000 cash payment and in lieu thereof the parties agreed that all proceeds from the sale of such 2,000,000 shares sold to satisfy the Purchase Price shall be retained by the JPG pre-closing shareholders, with any remaining shares not sold to satisfy the Purchase Price being retained by the JPG pre-closing shareholder.  Following the Closing, the JPG shareholders shall return an additional 10,000 shares to JPG for cancellation in consideration of the Purchase Price.  The Company has no operations and is a development stage company as defined in Statement of Financial Accounting Standards No. 7 and has elected December 31 as its fiscal year.  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Accounting Methods  The Company will recognize income and expenses based on the accrual method of accounting.  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.   7   PACKITGREEN HOLDINGS, CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited) June 30, 2008   2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  continued  On June 30, 2008, the Company had a net operating loss available for carry forward of $296,697.  The income tax benefit of approximately $89,009 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.  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 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.  Financial and Concentrations Risk  The Company does not have any concentration or related financial credit risks.  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.   8   PACKITGREEN HOLDINGS, CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited) June 30, 2008    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.  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.  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 and the management of the Company has developed a strategy, which it believes will accomplish this objective through short term loans from an officer-director, and additional equity investment, which will enable the Company to continue operations for the coming year.   9   PACKITGREEN HOLDINGS, CORP. AND SUBSIDIARY FORMERLY KNOW AS JPG ASSOCIATES, INC (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited) June 30, 2008    7.  MERGER UPDATE (continued)  Subsequent to the Closing Date, in May 2008, the parties entered into Amendment No. 1 to the Share Exchange Agreement (the Amendment), pursuant to which the parties have now agreed to remove the requirement for the $550,000 cash payment and in lieu thereof the parties have agreed that all proceeds from the sale of such 2,000,000 shares sold to satisfy the Purchase Price shall be retained by the JPG pre-closing shareholders, with any remaining shares not sold to satisfy the Purchase Price being retained by the JPG pre-closing shareholder.  Following the Closing, the JPG shareholders shall return an additional 10,000 shares to JPG for cancellation in consideration of the Purchase Price.  In connection with the Agreement, JPG changed its name to PackItGreen Holdings Corp.        10   -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 JUNE 30, 2008 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2007  The Companys fiscal year is January 1 st to December 31 st .  Administration Costs were $181,439 for the six months ending June 30, 2008 and were $296,493 since inception (July 30, 2007). Administration costs generally consist of professional fees, office expenses and other general and administrative costs.  Net Loss was $181,679 for the quarter ending June 30, 2008 and $296,697 since inception (July 30, 2007). The increase in Net Loss is primarily attributable to administrative expenses during the six months of 2008. Since the Company in preliminary development stage, it does not have any sufficient sales volume as of yet.  11   Liquidity and Capital Resources  The Company had a negative net working capital of $(36,491)at June 30, 2008. The decrease in the working is largely attributable to the in progress development of the plant and construction activities.  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 December 31, 2007. As shown in the accompanying financial statements, the Company realized net losses from operations of $181,697 for the period from January 1, 2008 through June 30, 2008 resulting in an accumulated deficit of $296,697 as of June 30, 2008.  Other components of the Companys working capital and changes therein are discussed as follows:  Cash Equivalents. For the six month period ended June 30, 2008, cash and cash equivalents increased to $3544 from $290 at December 31, 2007. The increase in cash equivalents is primarily attributable to the merger and cash from the stock agreements.  Cash Flows from Operating Activities. Net cash used by operating activities was $222,213for the three months ended June 30, 2008 and $227,523 since inception. The change in cash flows from operating activities is primarily attributable to administrative costs for the six months of ended June 30, 2007.  Cash Flows from Investing Activities. Net cash used by financing activities was $_4,182,501 for the six months ended June 30, 2008 and is $4,197,501since 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.  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 JUNE 30, 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.   12   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 JUNE 30, 2008. 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 2008 Quarter ended JUNE 30, 2008 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  We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.   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.   13   ITEM 6 - EXHIBITS   Exhibit NumberDescription31.1Certification by Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.31.2Certification by Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.32.1Certification 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.32.2Certification 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.    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.    DATE: August 19, 2008  PACKITGREEN HOLDINGS, INC.  BY: /S/ Jonathan SoJonathan SoPresident and Chief Executive Officer
(principal executive officer)BY: /S/ Richard W. JacksonRichard W. JacksonPrincipal financial
and accounting officer                            14