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 31, 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 000-53356  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.)c/o Jackson Coles, PLLC
960 Broadway, Suite 415, Boise, ID83706(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 companyX.  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 31, 2008, 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 INFORMATIONPageItem 1. Financial Statements3Item 2. Managements Discussion and Analysis or Plan of Operation10Item 3. Quantitative and Qualitative Disclosures About Market Risk11Item 4. Controls and Procedures11PART II - OTHER INFORMATIONItem 1. Legal Proceedings13Item 1A. Risk Factors14Item 2. Unregistered Sales of Equity Securities and Use of Proceeds14Item 3. Defaults Upon Senior Securities14Item 4. Submission of Matters to a Vote of Security Holders14Item 5. Other Information14Item 6. Exhibits14SIGNATURES15   2   PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS  PACKITGREEN HOLDINGS, CORP. (Development Stage Company) BALANCE SHEETS (Unaudited) December 31, 2008 and September 30, 2008  Dec 31, 2008Sept 30, 2008ASSETSCURRENT ASSETSCash$147$2,947Total Current Assets1472,947PROPERTY AND EQUIPMENT, net of depreciation$6,728$7,172TOTAL ASSETS$6,875$10,119LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payables- Related Parties$172,680$164,880Accrued payables55,77041,457Total Current Liabilities228,450206,337STOCKHOLDERS EQUITYCommon Stock  $.001 par value, 74,000,000 shares authorized,38,820,301 shares issued and outstanding at December 31, 2008$38,820$38,820and at Sept 30, 2008Preferred Stock - $.001 par value, 1,000,000 authorized, none outstandingAdditional paid-in capital2,009,2842,009,284Loss accumulated during the development stage(2,269,679)(2,244,322)Total equity(221,575)(196,218)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$6,875$10,119  The accompanying notes are an integral part of these condensed financial statements.  3   PACKITGREEN HOLDINGS, CORP. (Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) For Three Months Ended December 31, 2007 and 2008, And July 30, 2007 (date of inception) to December 31, 2008  Inception toDec 31, 2007Dec 31, 2008Dec 31, 2008INCOME$-$-$-OPERATING EXPENSESAdministrative$36,018$24,915$366,061Research, development and consulting1,902,846Depreciation & amortization-442772Total operating expenses36,01825,3572,269,679NET PROFIT (LOSS)$(36,018)$(25,357)$(2,269,679)NET LOSS PER COMMON SHAREBasic$0.00$0.00$0.00AVERAGE OUTSTANDING SHARES(stated in 1,000s)Basic38,82038,82038,820  The accompanying notes are an integral part of these condensed financial statements.  4   PACKITGREEN HOLDINGS, CORP. (Development Stage Company) STATEMENT OF CASH FLOWS (Unaudited) For Three Months Ended December 31, 2008, And July 30, 2007 (date of inception of former subsidiary) to December 31, 2008  Inception toCASH FLOWS FROMDec 31, 2007Dec 31, 2008Dec 31, 2008OPERATING ACTIVITIESNet loss$(36,018)$(25,357)$(2,269,679)Add depreciation-442772Net change in payables1,70814,31555,770Change in prepaid expenses---Change in deposits---Common shares issued for services--37,489Net Change from Operations$(34,310)$(10,600)$(2,175,648)CASH FLOWS FROM INVESTINGACTIVITIESPurchase of property and equipment--(7,502)Option deposit---Net Change from Investing--(7,502)CASH FLOWS FROM FINANCINGACTIVITIESLoans from related parties29,0007,800172,680Change in subscription receivable5,300Increase in shareholder investments--2,010,616Net Change from Financing34,3007,8002,183,296Net Change in Cash(10)(2,800)147Cash at Beginning of Period3002,9470Cash at End of Period$290$147$147SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest$0$0$0  The accompanying notes are an integral part of these condensed financial statements.  5   PACKITGREEN HOLDINGS, CORP. (Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) For Period July 30, 2007 (date of inception of former subsidiary) to December 31, 2008  Common StockAdditional
paid-in
CapitalLoss Accumulated
During Development
StageSharesAmountBalance July 19, 2007(date of inception)-$-$-$-Issuance of common stock to shareholders and LEA Management for management 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 period ended September 30, 2007---(79,000)Balance September 30, 200730,071,00030,07120,529(79,000)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 period ended September 30, 2008---(2,165,322)Balance, September 30, 200838,820,301$38,820$2,009,284$(2,244,322)Net operating loss for the period ended December 31, 2008---(25,357)Balance, December 31, 200838,820,301$38,820$2,009,284$(2,269,679)  The accompanying notes are an integral part of these condensed financial statements.  6   PACKITGREEN HOLDINGS, CORP. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Unaudited) December 31, 2008  1. ORGANIZATION  PackItGreen was organized as a Nevada Corporation on July 30, 2007. The Company had one Nevada subsidiary: PackItGreen, Inc. (a U.S. company). As of December 31, 2008, the Company intended to manufacture biodegradable, compostable commercial packaging products, such as pallets, egg cartons, wine packaging, as well as packaging for medical supplies, and gardening supplies. PackItGreen also intended to establish a manufacturing and packaging facility in Monticello, Mississippi for the purpose of manufacturing and packaging the biodegradable cellulose-based products.  As of December 31, 2008, the Company intended to develop an efficient manufacturing capability using a process that it has been granted a license to use by EATware Global Corp., as described below, which together with the utilization of low-cost and readily available raw materials, will allow it to fill the niche for environmentally friendly food serviceware and packaging materials against more established conventional products.  However, due to the lack of results in our attempt to implement our original business plan, management determined it was in the best interests of the shareholders to look for other potential business opportunities that might be available to the Company.  As of the date of the filing of this annual report, management has begun the process of analyzing the various alternatives that may be available to ensure the survival of the company and to preserve our shareholder's investment. This may include additional sources of financing to continue in the biodegradable food-ware business, or a change of business plan. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our original business plan are not promising.  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.   7   PACKITGREEN HOLDINGS, CORP. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited) December 31, 2008  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  continued  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 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.  8   PACKITGREEN HOLDINGS, CORP. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited) December 31, 2008  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 Company plan is to obtain additional funds from the shareholders or obtain outside financing which will enable the company to continue operations for the coming year.   9   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 MONTHS ENDED DECEMBER 31, 2008 COMPARED TO THE THREE MONTHS ENDED DECEMBER 31, 2007  The Companys fiscal year is October 1, 2008 to September 30, 2009  Administration Costs were $24,915 for the quarter ending DECEMBER 31, 2008 and were $36,018 for the period ended December 31, 2007. Administration costs generally consist of professional fees, office expenses and other general and administrative costs.  10   Net Losswas $25,357 for the quarter ending DECEMBER 31, 2008 and $36,018 for the period ended December 31, 2007. The increase in Net Loss is primarily attributable to administrative expenses during the first three months of 2008. Since the Company in preliminary development stage, it does not have any sufficient sales volume as of yet.  Liquidity and Capital Resources  The Company had a negative net working capital of $228,303 at DECEMBER 31, 2008. The working capital is negative and will be until the company advances beyond the development stage.  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 $36,018 for the period from September 30,02008 resulting in an accumulated deficit of $ 2,269,679____ as of DECEMBER 31, 2008.  Other components of the Companys working capital and changes therein are discussed as follows:  Cash Equivalents. For the three month period ended DECEMBER 31, 2008, cash and cash equivalents decreased to $147 from $2,947 at September 30, 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 for the three months ended DECEMBER 31, 2008 and $34,310 for the period ended December 31, 2007. The change in cash flows from operating activities is primarily attributable to increase in payables .  Cash Flows from Investing Activities. Net cash used by financing activities was $0 for the three months ended DECEMBER 31, 2008 and is $0 for the period ended December 31, 2007.  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) Disclosure Controls and Procedures  Our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a  15(e) and 15d  15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this annual report. He has concluded that, based on such evaluation, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as of June 30, 2008, as further described below.  (b) Managements Annual Report on Internal Control Over Financial Reporting  Overview  Internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management is responsible for establishing and maintaining adequate internal control over financial reporting for PackItGreen.  11   Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.  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  12   (c) Changes in Internal Control over Financial Reporting  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.  13   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 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.   14   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 28, 2009  PACKITGREEN HOLDINGS, CORP.  BY: /s/ Shan HoShan HoPresident and Chief Executive Officer
(principal executive officer)BY: /s/ Richard W. JacksonRichard W. Jackson(Principal financial
and accounting officer)   15