U.S. 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 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-141054 Perf-Go Green Holdings, Inc. (Exact name of smaller reporting company as specified in its charter) Delaware 20-3079717 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 12E. 52nd Street, 4th Floor, New York, New York 10022 (Address of principal executive offices and Zip code) (212) 935 3550 (Issuer’s telephone number including area code) _ _________________ (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)WASHINGTON, ~~and (2) has been subject to such filing requirements for the past 90 days~~ D.C. ~~Yes ( X ) No ( )~~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: June 30, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-141054

Perf-Go Green Holdings, Inc.

(Exact name of smaller reporting company as specified in its charter)

Delaware		20-3079717
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

12E. 52nd Street, 4th Floor, New York, New York 10022

(Address of principal executive offices and Zip code)

(212) 935 3550

(Issuer's telephone number including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o Noo

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o£ Accelerated filer o£ Non-accelerated filer o£ (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 ¨ No x

of the Exchange Act). Yes ( ) No ( X )

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 - January 31, 2009~~

	Common Stock, $.0001 Par Value	33,951,996
	Class	Shares

date – June 30, 2009

Common Stock, $.0001 Par Value	35,047,961
Class	Shares

PERF-GO GREEN HOLDINGS, INC. AND SUBSIDIARY

INDEX

PART 1 – FINANCIAL INFORMATION
Item 1. – Financial Statements
Condensed Consolidated Balance Sheets (unaudited with respect to December 31, 2008 and not consolidated with respect to to audited March 31, 2008)	1
Consolidated Balance Sheets (unaudited with respect to
Condensed Consolidated Statements of Operations (unaudited)	2
June 30, 2009 and
Condensed Consolidated Statement of Stockholders’ Equity (Deficit) (unaudited)	3
audited March 31, 2009)		1
Condensed Consolidated Statements of Cash Flows (unaudited)	4
Consolidated Statements of Operations (unaudited)		2
Notes to Condensed Consolidated Financial Statements (unaudited)	5 - 16
Consolidated Statement of Stockholders’ Equity (Deficit) (unaudited)		3
Item 2. - Management’s Discussion and Analysis of Financial Condition And Results of Operations	17-24
Consolidated Statements of Cash Flows (unaudited)		4
Item 3. – Quantitative and Qualitative Disclosures about Market Risk	24
Notes to Consolidated Financial Statements (unaudited)		5
Item 4T – Controls and Procedures	24 - 25
Item 2. - Management’s Discussion and Analysis of Financial Condition And Results of Operations		27
PART II - OTHER INFORMATION
Item 3. – Quantitative and Qualitative Disclosures about Market Risk		37
Item 1A. – Risk Factors	25 – 27
Item 4T – Controls and Procedures		37
Item 6 – Exhibits	27
PART II - OTHER INFORMATION
SIGNATURES	28
Item 1.A Risk Factors		39
1.B Legal Proceedings		39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		41
Item 3. Defaults Upon Senior Securities		41
Item 4. Submission of Matters to a Vote of Security Holders		41
Item 5. Other Information		41
Item 6. Exhibits		41
SIGNATURES		42

All items which are not applicable or to which the answer is negative have been omitted from this report.

~~PART~~Perf-Go I:Green ~~FINANCIAL~~Holdings, ~~INFORMATION~~Inc. and Subsidiary

~~Item~~Consolidated ~~1. - Financial Statements~~Balance Sheets

PERF-GO GREEN HOLDINGS, INC. AND SUBSIDIARY

	June 30, 2009			March 31, 2009
	(Unaudited)			(Audited)

Assets

Current Assets:
Accounts receivable – net	$	99,575		$	481,614
Inventory		125,480			-
Due from factor		162,090			92,106
Prepaid and other current assets		224,863			61,328
Deposits		1,354,558			1,533,047
Total Current Assets		1,966,566			2,168,095

Debt issue costs - net		1,114,893			1,272,971

Equipment - net		272,790			285,397

Total Assets	$	3,354,249		$	3,726,463

Liabilities and Stockholders' Deficit

Current Liabilities:
Cash overdraft	$	51,163		$	67,811
Accounts payable		837,704			964,836
Accrued expenses		235,725			84,668
Deferred revenue		-			22,050
Derivative liabilities		14,620,925			15,381,809
Registration rights liability		892,500			892,500
Common stock payable		900,000			100,000
Convertible debt - net		708,642			138,592
Total Current Liabilities		18,246,659			17,652,266

Total Liabilities		18,246,659			17,652,266

Commitments and Contingencies

Stockholders' Deficit:
Preferred stock, ($0.0001 par value, 5,000,000 shares authorized, none issued and outstanding)		-			-
Common stock, ($0.0001 par value, 250,000,000 shares authorized, 35,047,961 and 34,265,368 shares issued and outstanding)		3,502			3,427
Additional paid in capital		22,543,554			20,372,598
Accumulated deficit		(37,439,466	)		(34,301,828	)
Total Stockholders' Deficit		(14,892,410	)		(13,925,803	)

Total Liabilities and Stockholders' Deficit	$	3,354,249		$	3,726,463

~~CONDENSED~~See accompanying ~~CONSOLIDATED~~notes ~~BALANCE~~to ~~SHEETS~~financial statements

ASSETS

	December 31	March 31
	2008	2008
	(unaudited)	(audited)
CURRENT ASSETS:
Cash and cash equivalents	$ 560,000	$ 270,000
Accounts receivable, net	399,000	-
Deposits with vendor – related party	1,651,000	-
Prepaid expenses	41,000	33,000
Total current assets	2,651,000	303,000
Deferred finance costs, net	1,489,000	-
Equipment, net of accumulated depreciation	174,000	2,000
Security deposits	45,000	-
Total assets	$ 4,359,000	$ 305,000

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$ 220,000	$ 200,000
Accrued expenses	119,000	55,000
Registration rights liability	893,000	-
Deferred revenue	30,000	-
Derivative liabilities	5,096,000	-
Total current liabilities	6,358,000	255,000
LONG TERM LIABILITIES - Senior secured convertible debentures, face amount $5,400,000, net of debt discount of $4,345,000	1,055,000	-
Total liabilities	7,413,000	255,000
COMMITMENTS	-	-
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, par value $0.0001 per share, 5,000,000 shares authorized none issued	-	-
Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 33,951,996 and 21,079,466 shares issued and outstanding	3,000	2,000
Additional paid in capital	17,622,000	1,473,000
Accumulated deficit	(20,679,000)	(1,425,000)
Total stockholders’ equity (deficit)	(3,054,000)	50,000
Total liabilities and stockholders’ equity (deficit)	$ 4,359,000	$305,000

See accompanying notes to the condensed consolidated financial statements.

~~PERF~~Perf-GOGo ~~GREEN~~Green ~~HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARY~~Subsidiary

~~CONDENSED~~Consolidated ~~CONSOLIDATED~~Statements ~~STATEMENTS OF OPERATIONS~~of Operations

(unaudited)

	Three months			Three months
	Ended			Ended
	June 30, 2009			June 30, 2008
	(Unaudited)			(Unaudited)

Sales - net of allowance of $135,162	$	543,310		$	1,000

Cost of sales		513,263			1,000

Gross profit		30,047			-

General and administrative		2,992,558			10,815,000

Loss from operations		(2,962,511	)		(10,815,000	)

Other income (expense)
Derivative liabilities expense		-			(26,310,000	)
Change in fair value of derivative liabilities		1,250,016			5,439,000
Registration rights damages		-			(893,000	)
Amortization of debt discount		(615,050	)		(178,000	)
Amortization of debt issue costs		(158,078	)		(51,000	)
Interest expense		(129,880	)		(54,000	)
Interest income		-			11,000
Total other income (expense) - net		347,008			(22,036,000	)

Net loss	$	(2,615,503	)	$	(32,851,000	)

Net loss per share - basic and diluted	$	(.08	)	$	(1.20	)

Weighted average number of shares outstanding during the period - basic and diluted		34,783,450			27,341,000

			Period from
			November 15, 2007
	Three months ended	Nine months ended	(inception) to
	December 31, 2008	December 31, 2008	December 31, 2007
REVENUES	$ 462,000	$ 888,000	$ -
COST OF GOODS SOLD	331,000	601,000	-
GROSS PROFIT	131,000	287,000	-
GENERAL AND ADMINISTRATIVE EXPENSES	3,652,000	18,681,000	-
LOSS FROM OPERATIONS	(3,521,000)	(18,394,000)	-
OTHER (EXPENSE) INCOME
Derivative liabilities expense	-	(26,310,000)	-
Change in fair value of derivative liabilities	12,745,000	28,748,000	-
Damages accrued under registration rights agreement	-	(893,000)	-
Amortization of debt discount	(931,000)	(1,605,000)	-
Interest expense	(136,000)	(340,000)	-
Amortization of deferred finance costs	(283,000)	(500,000)	-
Interest income	6,000	40,000	-
Total other (expense) income, net	11,401,000	(860,000)	-
NET INCOME (LOSS)	$ 7,880,000	$ (19,254,000)	$ -
NET INCOME (LOSS) PER COMMON SHARE:
Basic	$ 0.23	$ (0.65)	$ (0.00)
Diluted	$ 0.22	$ (0.65)	$ (0.00)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
Basic	33,669,000	29,664,000	21,079,000
Diluted	41,138,000	29,664,000	21,079,000

See accompanying notes to financial statements

See accompanying notes to the condensed consolidated financial statements.

~~PERF~~Perf-GOGo Green ~~GREEN HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARY~~Subsidiary

~~CONDENSED~~Consolidated Statement ~~CONSOLIDATED~~of ~~STATEMENT~~Changes OFin ~~CHANGES~~Stockholders' INEquity ~~STOCKHOLDERS’ EQUITY~~ (~~DEFICIT~~Deficit)

For the ~~period~~Three ~~from~~Months ~~March~~Ended June 3130, ~~2008~~2009 (~~audited~~Unaudited) toand ~~December~~for ~~31,~~the ~~2008~~Year ~~(unaudited)~~ended March 31, 2009

				Additional Paid-in Capital
		Common Stock						Additional			Accumulated
					Accumulated Deficit
		Shares				Amount		Paid -in Capital			Deficit			Total
	Common Stock Shares Amount					Total
Balance, March 31, 2008			11,200,005			$	1,120	$	1,474,240		$	(1,425,015	)	$	50,345
BALANCES, March 31, 2008 (audited)	21,079,466	$2,000		$1,473,000	($1,425,000)	$ 50,000
Issuance of shares in reverse acquisition treated as a recapitalization			21,079,466				2,108		2,047,440			-			2,049,548
Common stock issued in reverse acquisition and recapitalization	11,200,004	1,000		2,100,000	-	2,101,000
In-kind contribution in connection with recapitalization			-				-		51,088			-			51,088
Cash and warrants paid to placement agent in May 2008 reverse merger	-	-		(691,000)	-	(691,000)
Cash paid as direct offering costs in connection with debt financing			-				-		(210,000	)		-			(210,000	)
Officer, director and employee stock compensation expense	-	-		10,953,000	-	10,953,000
Warrants paid as direct offering costs in connection with debt financing			-				-		(480,246	)		-			(480,246	)
Common stock issued to investor relations consultant for services	750,000	-		1,927,000	-	1,927,000
Debt converted to equity			1,046,703				105		759,424			-			759,529
Other consultant stock option expense	-	-		623,000	-	623,000
Recognition of stock based compensation			-				-		13,148,682			-			13,148,682
Shares issued to consultants and employee	189,194	-		397,000	-	397,000
Ratchet warrant expense (Jan-Mar 2008 conv debt holders)			-				-		47,136			-			47,136
Convert $550,000 face amount of convertible debentures into common stock	733,332	-		550,000	-	550,000
Recognition of stock based consulting			-				-		856,483			-			856,483
Reclassification of derivative liability as remeasured in connection with conversion of convertible debt				290,000		290,000
Stock issued as compensation			10,000				1		25,699			-			25,700
Net loss	-	-		-	(19,254,000)	(19,254,000)
Stock issued for consulting			929,194				93		2,288,699			-			2,288,792
BALANCES, December 31, 2008 (unaudited)	33,951,996	$ 3,000		17,622,000	($ 20,679,000)	($ 3,054,000)
Reclassification of derivative liability at fair value in connection with conversion of convertible debt			-				-		363,953			-			363,953
Net Loss - 2009			-				-		-			(32,876,813	)		(32,876,813	)
Balance, March 31, 2009			34,265,368			$	3,427	$	20,372,598		$	(34,301,828	)	$	(13,925,803	)
Stock issued for future services			300,000				30		140,970			-			141,000
Conversion of debt and accrued interest to common stock			90,000				5		44,995			-			45,000
Recognition of stock based compensation - employees			-				-		1,624,887			-			1,624,887
Recognition of stock-based compensation - consulting			-				-		164,640			-			164,640
Stock issued for consulting			392,593				40		162,460			-			162,500
Reclassification of derivative liability at fair value in connection with conversion of convertible debt			-				-		33,004			-			33,004
Remeasurement of derivative liability related to adoption of EITF 07-5			-				-		-			(522,135	)		(522,135	)
Net Loss			-				-		-			(2,615,503	)		(2,615,503	)
Balance, June 30, 2009 (unaudited)			35,047,961			$	3,502	$	22,543,554		$	(37,439,466	)	$	(14,892,410	)

See accompanying notes to the condensed consolidated financial statements.

~~PERF~~Perf-GOGo ~~GREEN~~Green ~~HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARY~~Subsidiary

~~CONDENSED~~Consolidated ~~CONSOLIDATED~~Statements ~~STATEMENTS~~of Cash ~~OF CASH FLOWS~~Flows

(unaudited)

	Three months			Three months
	Ended			Ended
	June 30, 2009			June 30, 2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,615,503	)	$	(32,851,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issue costs		158,078			51,000
Amortization of debt discount		615,050			178,000
Amortization of future services		5,875			-
Depreciation		18,444			-
Derivative expenses		-			26,310,000
Change in fair value remeasurement - embedded conversion option and warrants		(1,250,016	)		(5,439,000	)
Stock issued for compensation - employees		-			6,278,000
Stock issued for consulting		162,500			-
Recognition of stock-based compensation employees and directors		1,624,887			-
Recognition of stock-based compensation - consultants		164,640			2,757,000
Changes in Operating Assets and Liabilities:
(Increase) Decrease in:
Accounts receivable - Net		382,040			-
Due from factor		(69,984	)		-
Inventory		(125,481	)
Prepaids and other current assets		(28,410	)		(11,000	)
Product deposit		178,490			(597,000	)
Increase (Decrease) in:
Accounts payable		(127,132	)		337,000
Accrued expenses		151,057			-
Deferred revenue		(22,050	)		-
Registration rights payable		-			893,000
Net Cash Used In Operating Activities		(777,515	)		(2,094,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in reverse acquisition with Esys		-			2,100,000
Placement agent fee paid in connection with reverse merger		-			(210,000	)
Cash paid to acquire equipment		(5,837	)		(141,000	)
Net Cash Provided By (Used In) Investing Activities		(5,837	)		1,749,000

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft		(16,648	)		-
Proceeds from sale of convertible debt		-			5,950,000
Placement agent fee in connection with fees for bridge and convertible notes					(595,000	)
Proceeds from common stock payable		800,000			-
Net Cash Provided By Financing Activities		783,352			5,355,000

Net Increase (Decrease) in Cash and Cash Equivalents		-			5,010,000

Cash and Cash Equivalents - Beginning of Period		-			270,000

Cash and Cash Equivalents - End of Period	$	-		$	5,280,000

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Year/Period for:
Income taxes	$	-		$	-
Interest	$	75		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for future services	$	141,000		$	-
Conversion of debt and accrued interest to common stock	$	45,000		$	-
Reclassification of derivative liability to APIC in connection with conversion of debt to common stock	$	33,004		$	-
Remeasurement of derivative liability related to bridge warrants upon adoption of EITF 07-5		522,135
Derivative liabilities recorded at commitment date in conneciton with issuance of convertible debt with warrants	$	-		$	27,457,000
Derivative liability recorded in connection with placement agent warrants and debt & equity financing	$	-		$	1,875,000
Derivative liability recorded in connection with investor warrants at inception					4,802,000

	Nine months ended December 31, 2008	Period from November 15, 2007 (inception) to December 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (19,254,000)	$ -
Adjustments to reconcile net loss to net cash used in operating activities:
Derivative liabilities expense	26,310,000	-
Change in fair value of derivative liabilities	(28,748,000)	-
Officer, director and employee stock compensation expense	10,953,000	-
Stock compensation expense to consultants and employee	2,946,000	-
Amortization of debt discount and deferred finance costs on
Convertible Debentures	2,105,000	-
Depreciation of equipment	25,000	-
Effect on cash of changes in operating assets and liabilities:
Accounts receivable	(399,000)	-
Prepaid expenses	(8,000)	-
Deposits with vendor – related party	(1,650,000)	-
Accounts payable, accrued liabilities, deferred revenue and all other
current liabilities	116,000	-
Registration rights liability	893,000	-
NET CASH USED IN OPERATING ACTIVITIES	(6,711,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in reverse acquisition	2,100,000	-
Placement agent fee paid in cash in connection with reverse merger	(210,000)	-
Purchase of equipment and other	(244,000)	-
NET CASH PROVIDED BY INVESTING ACTIVITIES	1,646,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of senior secured convertible notes and warrants	5,950,000	-
Payment of placement agent fees for bridge notes, convertible notes		-
and merger	(595,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES	5,355,000	-
NET INCREASE IN CASH AND CASH EQUIVALENTS	290,000	-
CASH:
Beginning of period	270,000	-
End of period	$ 560,000	$ -
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid for interest and taxes	$ 276,000	$ -
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Derivative liabilities associated with Convertible Debentures and
Warrants at inception	$ 5,950,000	$ -
Derivative liabilities associated with placement agent warrants at inception	$ 1,875,000	$ -
Conversion of $550,000 face amount of convertible debentures into
733,332 shares of common stock	$ 550,000	$ -
Reclassification of derivative liability as remeasured in connection with conversion of convertible debt	$290,000	$ -

See accompanying notes to financial statements

See accompanying notes to the condensed consolidated financial statements.

~~PERF~~Perf-GOGo Green ~~GREEN HOLDINGS~~Holdings, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARY~~Subsidiary

~~NOTES~~Notes to TOCondensed ~~CONDENSED~~Consolidated ~~CONSOLIDATED~~Financial ~~FINANCIAL STATEMENTS~~Statements

June 30, 2009

(Unaudited)

~~NOTE~~Note 1 -Organization ~~BACKGROUND,~~and Nature ~~CHANGE~~of ~~OF CONTROL AND BASIS OF PRESENTATION:~~Operations

Perf-Go Green Holdings, Inc., (“Holdings”) formerly known as ESYS Holdings, Inc. (“ESYS”) and La Solucion, Inc., (the “Company”) was incorporated in Delaware in April 2005. Its business was originally intended to provide assistance to the non-English speaking Hispanic population in building and maintaining a life in North Carolina but it did not establish operations in connection with its ~~business~~ business plan.

On May 13, 2008, ~~the~~Holdings, ~~Company~~a ~~entered~~then ~~into~~public shell corporation, in a ~~Share~~share ~~Exchange~~exchange transaction ~~Agreement~~with (the ~~“Share~~stockholders ~~Exchange”)~~of ~~with~~ Perf-Go Green, Inc. (“Perf-Go Green”), a privately-owned Delaware corporation ~~and its stockholders~~ pursuant to which ~~the Company~~ Holdings acquired all of the outstanding shares of common stock of Perf-Go Green. Perf-Go Green was originally incorporated as a limited liability company on November 15, 2007 and converted to a “C” corporation on January 7, 2008. AsUpon ~~consideration for~~ the consummation ~~Share Exchange, the Company issued an aggregate~~ of ~~21,079,466 shares of common stock, $0.0001 par value, for~~ the 20transaction,~~322,767~~ Perf-Go Green ~~shares~~became ~~outstanding (~~a ~~1.03:1 exchange ratio), to the Perf~~wholly-Goowned ~~Green stockholders resulting in a change in control of the Company with Perf-Go Green stockholders owning approximately 65% out of a total of 32,279,470, and the former~~subsidiary ~~shareholders~~ of ~~the accounting acquiree owning 11,200,004 shares, of the Company’s outstanding common stock at the date of the Share Exchange~~Holdings. In addition, the directors and officers of Perf-Go Green were elected as directors and officers of the Company. As a result of the Share Exchange, the Company has succeeded to the business of Perf-Go Green as its sole business. The Company’s fiscal year end is March 31.

~~The~~Perf-Go Green ~~accounting~~became ~~for~~ the ~~Share~~surviving ~~Exchange~~corporation, ~~commonly~~in ~~called~~ a ~~reverse~~transaction ~~acquisition, calls for Perf-Go Green to be~~ treated as ~~the~~a ~~accounting acquirer~~reverse acquisition. ~~The~~Holdings ~~acquired~~did ~~assets~~not ~~and~~have ~~assumed~~any ~~liabilities~~operations ofand ~~the~~majority-voting ~~Company~~control was ~~were~~transferred ~~carried~~to ~~forward at their historical values, which approximated fair value.~~ Perf-Go Green~~’s historical financial statements are carried forward as those of the consolidated entity~~. The ~~common stock~~transaction ~~and~~also ~~per~~requires ~~share~~a recapitalization ~~amounts~~of ~~have~~Perf-Go ~~been retroactively restated to the earliest period to reflect the Share Exchange~~Green.

InSince Perf-Go ~~connection~~Green ~~with~~acquired ~~the~~a ~~Share~~controlling ~~Exchange,~~voting ~~on May 13~~interest, ~~2008~~it ~~and~~was ~~June~~deemed ~~10,~~the accounting ~~2008~~acquirer, ~~the~~while ~~Company~~Holdings ~~completed~~was adeemed ~~private~~the ~~placement~~legal ofacquirer. ~~its~~The historical ~~senior~~financial ~~secured~~statements ~~convertible~~of ~~debentures in~~ the ~~principal~~Company ~~amount~~are those of $5Perf-Go Green,~~950,000~~ and ~~warrants to purchase shares~~ of the ~~Company’s~~consolidated ~~common~~entities ~~stock~~from asthe ~~described~~date inof ~~Note~~merger 6and subsequent.

~~The~~Since ~~accompanying unaudited condensed consolidated financial statements have been prepared in accordance with~~ the instructions to Form 10-Q and Articles 8 and 10 of Regulation S-X for small business issuers and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial ~~statements~~transaction ~~include~~is ~~the~~considered ~~accounts~~a ofreverse ~~Perf-Go~~acquisition ~~Green Holdings, Inc.~~ and ~~its wholly owned subsidiary~~recapitalization, ~~Perf-Go Green, Inc. (collectively,~~ the guidance ~~“Company”) and all significant intercompany transactions and balances have been eliminated~~ in ~~consolidation~~SFAS No. 141 ~~All~~does ~~adjustments~~not ~~which~~apply ~~are~~for ofpurposes ~~a normal recurring nature and, in the opinion~~ of ~~management, necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in~~presenting ~~conjunction~~pro-forma ~~with the more complete information and the Company’s audited consolidated~~ financial ~~statements as of March 31, 2008 and for the period from November 15, 2007 (inception) to March 31, 2008 and the related notes thereto included in Form 8-K/A filed on August 15, 2008~~information.

~~All~~Pursuant to ~~amounts~~the merger, Holdings issued 21,079,466 shares of common stock to Perf-Go Green in exchange for Perf-Go Green’s 20,322,767 shares outstanding (1.03:1 exchange ratio). Upon the ~~accompanying~~closing ~~financial~~of ~~statements~~the ~~are~~reverse ~~rounded~~acquisition, Perf-Go Green and its stockholders held 65% of the issued and outstanding shares of common stock. The remaining 11,200,004 shares of Holdings commons stock was a deemed issuance to the ~~nearest~~former ~~thousand~~shareholders ~~dollars~~of Holdings.

~~NOTE~~T 2he Company is focused on the development and global marketing of eco- ~~DISCUSSION~~friendly, non-toxic, OFfood ~~THE~~contact ~~COMPANY~~compliant, biodegradable plastic products. The Company’Ss biodegradable ~~ACTIVITIES/PRODUCTS~~plastic ~~AND~~products ~~GOING~~offer ~~CONCERN~~a ~~CONSIDERATION:~~practical and viable solution for reducing plastic waste from the environment. The Company believes that its plastic products will break down in landfill environments within twelve (12) to twenty four (24) months, leaving no visible or toxic residue. The Company’s activities have included capital raising to support its business plan, recruiting board and management personnel, establishing sources of supply and customer relationships. During the year ended March 31, 2009, the Company commenced principal operations with the initiation of significant revenues and exited the development stage.

Company Activities/Products - The Company is focused on the development and global marketing of eco-friendly, non-toxic, food contact compliant, biodegradable plastic products. The Company’s biodegradable plastic products offer a practical and viable solution for reducing plastic waste from the environment. The Company believes that its plastic products will break down in landfill environments within twelve (12) to twenty four (24) months, leaving no visible or toxic residue. The Company’s activities have included capital raising to support its business plan, recruiting board and management personnel, establishing sources of supply and customer relationships. During the three months ended December 31, 2008, the Company commenced principal operations with the initiation of significant revenues. As such, the Company is no longer considered to be in the development stage as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting

~~and~~Perf-Go Green ~~Reporting~~Holdings, ~~By Development Stage Enterprises~~Inc.” ~~Previously,~~and ~~the Company reported as a development stage company.~~Subsidiary

Going Concern Consideration – As indicated in the accompanying unaudited condensed consolidated financial statements, at December 31, 2008, the Company had approximately $560,000 in cash and approximately $3,707,000 in negative working capital and a stockholders’ deficit of approximately $3,054,000. A significant portion of the Company’s liabilities (approximately $5,096,000) are derivative liabilities which are further described in Notes ~~6 and 7. The Company would presently be unable~~ to ~~satisfy~~Condensed ~~the~~Consolidated ~~cash~~Financial ~~settlement liability associated with its derivative liabilities.~~Statements

~~For the nine months ended December 31~~June 30, 2008, the Company had a loss from operations of approximately $18,394,000 (and a net loss of approximately $19,254,000) and utilized approximately $6,711,000 of cash in operating activities. Further, losses from operations are continuing subsequent to December 31, 2008 and the Company anticipates that it will continue to generate significant losses from operations for the near future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.2009

The Company’s cash flow projections presently indicate that projected revenues will not be sufficient to fund operations over the coming twelve months. As such, the Company will need to raise additional financing or take other measures in the fourth quarter ending March 31, 2009 in order to continue its operations. To that end, the Company has entered into and is further negotiating, a non-binding term sheet for a working capital loan facility, based on accounts receivable and inventory, for up to $10,000,000 of debt financing. Further, since the Company has just recently emerged from the development stage, the Company’s ability to accurately project revenues and expenses can be significantly impacted by unforeseen events, developments and contingencies that cannot be anticipated. As such, there can be no assurance that management’s plans to raise additional financing or take other measures will be successful or sufficient in order to sustain our continued operations. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should the Company be unable to continue as a going concern.(Unaudited)

~~NOTE~~The accompanying 3unaudited –condensed ~~NET~~consolidated ~~INCOME~~financial statements have been prepared in accordance with the instructions to Form 10-Q and Articles 8 and 10 of Regulation S-X for small business issuers and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements include the accounts of Perf-Go Green Holdings, Inc. and its wholly owned subsidiary, Perf-Go Green, Inc. (~~LOSS~~collectively, the "Company") ~~PER~~and ~~COMMON~~all significant ~~SHARE:~~intercompany transactions and balances have been eliminated in consolidation. All adjustments which are of a normal recurring nature and, in the opinion of management, necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the more complete information and the Company's audited consolidated financial statements as of March 31, 2009 and the related notes thereto.

~~Basic~~Note ~~income~~2 ~~(loss)~~Summary ~~per share is computed by dividing net income (loss) by the weighted average number~~ of shares of common stock outstanding during each period. Diluted income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. For the three months ended ~~December~~Significant ~~31,~~Accounting 2008, the Company added approximately 7,469,000 shares to 33,669,000 basic shares outstanding to arrive at 41,138,000 diluted shares outstanding representing the “if converted” shares under Senior Secured Convertible Debentures and the dilutive stock options and warrants under the Treasury Stock method using an average market price during the period of $0.58. Additionally, diluted income per share reflects the add back of approximately $1,350,000 of interest expense and related amortization on the Senior Secured Convertible Debentures. For the nine months ended December 31, 2008, basic and diluted loss per share are the same because the effect of outstanding common stock equivalents would decrease the loss per share.Policies

NOTE 4 – CASH AND CASH EQUIVILENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS:

Cash and cash equivalents at December 31, 2008 includes approximately $263,000 invested in an institutional money market fund with a brokerage firm and approximately $297,000 in deposits with a commercial bank. Such amounts are stated at its fair value as they have a quoted value in an active market. Both balances are subject to federal deposit insurance of $250,000 per institution provided by the bank or brokerage firm.

NOTE 5 – DEPOSITS WITH VENDOR - RELATED PARTY:

The manufacturing of our biodegradable plastic products is outsourced to Spectrum Bags, Incorporated, a division of IPS Industries, Inc., (“Spectrum”) a manufacturer and distributor of plastic bags and plastic products. Spectrum is currently our sole supplier of product. In order to secure initial product shipments expected, we have made deposits of approximately $1,651,000 with Spectrum at December 31, 2008. In order to secure our full payment, Spectrum retains title and risk of loss to the related inventory until we make final payment which occurs shortly before shipment to the customer. As such, we do not currently carry inventory for any significant period of time and had no inventory at December 31, 2008. One member of our Board of Directors serves as the President of this vendor.

NOTE 6 – SENIOR SECURED CONVERTIBLE DEBENTURES AND WARRANTS, RELATED DERIVATIVE

LIABILITIES AND REGISTRATION RIGHTS LIABILITY:

Senior Secured Convertible Debentures and Warrants - During May and June 2008, pursuant to the terms of a Subscription Agreement, the Company issued senior secured convertible debentures to unaffiliated accredited investors (the “Investors”) in the aggregate original principal amount of $5,950,000 (the “Convertible Debentures”) and five-year warrants (the “Warrants”) to purchase shares of the Company’s common stock. The Convertible Debentures are secured by all of our assets and are due in May 2011, with respect to $2,775,000 principal amount, and in June 2011, with respect to $3,175,000 principal amount. Interest on the Convertible Debentures is computed at the rate of 10% per year and is payable quarterly in arrears in cash or, under certain circumstances, in common stock of the company. The Convertible Debentures contain various covenants which, among other things, restrict the Company’s ability to incur additional debt or liens or engage in certain transactions as specified therein. Additionally the Convertible Debentures define various events of default including non-payment of interest or principal when due, failure to comply with covenants, breach of representations or warranties, failure to obtain effective registration of the common stock underlying the conversion feature or failure to deliver registered common stock, when requested, within a specified timeframe as well as other matters discussed therein. Various remedies exist for an event of default including the acceleration of the maturity of the obligation, an increase in the interest rate to 15%, accrual of certain costs of the debt holders and a reduction of the conversion rate, among other things. The Convertible Debentures also provide that in the event of a “fundamental transaction” (as defined) such as a change in control, the holder may require that such holder’s Convertible Note be redeemed at an “alternative consideration” (as defined) which can be, among other things, 135% of the principal amount of the Convertible Note or 130% of the equity conversion value of the Convertible Note.

The Convertible Debentures are convertible at the option of the holder into shares of our common stock at the lower of the (a) “fixed conversion price” of $0.75 per share (7,200,001 shares after 733,332 shares that were issued on November 4, 2008 as described below), subject to adjustment for stock splits, stock dividends, or similar transactions, (b) “lowest conversion price” representing the lowest price, conversion price or exercise price offered by the Company in a subsequent equity financing, convertible security (subject to certain exceptions) or derivative instruments or (c) “mandatory default amount” representing the amount necessary to convert 110% of the face amount of the Convertible Debentures plus accrued interest and costs at the lower of the price of the common stock on the date of demand or the date of payment. The Company’s common stock price at the time of issuance of both the May and June 2008 Convertible Debentures exceeded the relevant conversion price (the fixed conversion price). As a result, the Company assessed the applicability of EITF No.’s 98-5 and 00-27 to determine if this constitutes a beneficial conversion feature. However, since the conversion feature can result in a variable amount of shares being issued, the conversion feature is considered an imbedded derivative liability, not a beneficial conversion feature, that needs to be separated from the “host contract” as described further below.

The Warrants entitle the holder to purchase approximately 7,933,333 shares common stock at $1.00 per share subject to adjustment of the shares and exercise price in the event of (a) stock dividends, splits or similar recapitalizations or (b) a rights offering at less than market value to all stockholders, (c) certain dividends or distributions and (d) the offering or issuance of common stock or derivative instruments (warrants, options or conversion features), subject to certain exceptions, at a price that is less than the exercise price of the Warrants. The Company is obliged to issue registered shares of common stock upon the exercise of the Warrants and if it cannot do so within three business days, it is obliged to pay in cash the market value, plus brokerage commissions, of the common stock. Because of the “pay in cash” feature and the variability of the exercise price, the warrant is considered to be a derivative liability as discussed further below.

Related Derivative Liabilities - Under SFAS No. 133 and EITF No. 00-19, both the embedded conversion option in the Convertible Debentures and the detachable Warrants are deemed “freestanding financial instruments” that cannot be classified as equity instruments at the commitment date related to their issuance and instead are classified as “derivative liabilities subject to fair value accounting.”

Because the Convertible Debentures were issued with a variable conversion feature and with detachable Warrants, the fair value of these attributes are calculated and assigned before a value is assigned to the Convertible Debentures. The Company computed the fair value by using a Black Scholes calculation assuming a risk free rate of return of 2.7 – 3.2%, expected volatility of 93% and expected life of the conversion feature (three years) and the Warrants (five years), no dividends or forfeitures and the quoted market price of the Company’s stock on the day of the measurement. The resulting fair values exceed the face amount of the Convertible Debentures and result in recognition of an expense for derivative liabilities, as follows:

Fair value of conversion feature of Convertible Debentures at issuance $ 13,739,000

	Fair value of Warrants at issuance	13,718,000
	Total derivative liabilities at issuance in May and June 2008	27,457,000
	Less: face amount of Convertible Debentures (“debt discount”)	(5,950,000)
	Expense for derivative liabilities upon issuance	$ 21,507,000
		==========

These derivative liabilities are marked-to-market at each reporting period as discussed further in Note 7.

The fair value of the conversion feature of the Convertible Debentures and the Warrants that is assigned to debt discount (originally $5,950,000) is being amortized over the life of the Convertible Debentures at the rate of approximately $496,000 per quarter until the November 4, 2008 conversion (discussed below) and approximately $450,000 per quarter thereafter.

On November 4, 2008, holders of $550,000 face amount converted their Convertible Debentures into 733,332 shares of common stock of the Company (the “Conversion”). In connection with the Conversion, the Company recorded the face amount of these Convertible Debentures at the date of conversion ($550,000) plus the proportionate share of the related derivative liability, as remeasured on the conversion date, of approximately $290,000 (for a total recorded of approximately $840,000) to shareholders equity. The unamortized debt discount aggregating approximately $465,000 at the date of conversion, was charged to debt discount in the accompanying consolidated statements of operations in the three and nine months ended December 31, 2008.

As a result of the above, the Convertible Debentures are recorded as follows:

	At inception	Amount Converted	Amount Remaining
Face amount of Debentures	$ 5,950,000	$ 550,000	$ 5,400,000
Less:
Value assigned to conversion feature and Warrants as debt discount
Value assigned to Debentures at the issuance	(5,950,000)	(550,000)	(5,400,000)
Add: Amortization of debt discount	-	-	-
Carrying amount outstanding or converted	1,605,000	550,000	1,055,000
at December 31, 2008	n/s	$ -	$ 1,055,000

In connection with the issuance of the Convertible Debentures and Warrants, the company paid a placement agent (the “Placement Agent”) a cash fee of $595,000 and issued them warrants, on the same terms as the Warrants, to purchase 793,333 shares (subject to adjustment) of common stock at $1.00 for five years. Because such warrants have the same variable exercise price feature, and cash settlement provisions, as the Warrants described above, these warrants are also considered derivative liabilities. As such, their fair value at inception of approximately $1,395,000 was charged to derivative liability expense and this amount is required to be marked-to-market at each reporting period. The Company recorded the aggregate of the cash and warrant compensation of approximately $1,989,000 as a deferred finance cost and is amortizing that cost over the three year term of the Convertible Debenture at the rate of approximately $166,000 per quarter until the November 4, 2008 conversion (discussed above) and approximately $158,000 thereafter. The proportionate share of the unamortized deferred finance costs associated with the November 4, 2008 Conversion (discussed above), approximately $125,000, was charged to operations as additional amortization of deferred finance cost in the three and nine months ended December 31, 2008. At December 31, 2008, approximately $500,000 of amortization has been recorded leaving approximately $1,489,000 of unamortized deferred finance cost at December 31, 2008. See also, Note 7.

Registration Rights Liability - The Company also granted the Investors registration rights for the common stock underlying the embedded conversion feature in the Convertible Debentures and the Warrants. The Company can be assessed liquidated damages, as defined in the related agreements, for the failure to file a registration statement in a certain timeframe or for the failure to obtain or maintain effectiveness of such registration statement. Such penalties shall not exceed, in the aggregate, 15% of the aggregate Purchase Price (as defined in the Convertible Debentures). In assessing the likelihood and amount of possible liability for liquidated damages, the Company considered the guidance of EITF No.’s 00-19-2 and 05-04 as well as SFAS No. 5. Because obtaining and maintaining effectiveness of the registration statement is not within the Company’s control, the Company has concluded that it is probable that a liability will be incurred and therefore

recorded a liability for approximately $893,000 representing its estimate that such liability will be 15% of the proceeds of the Convertible Debentures as registration rights liability. The Company’s registration statement was declared effective on February 10, 2009 and approximately $75,000, plus interest, of liquidated damages had been incurred as of December 31, 2008 and approximately $225,000, plus interest, as of February 10, 2009. The Company continues to be exposed to further registration rights liquidated damages if it does not maintain the effectiveness of such registration statement. At such time as it becomes clear that such effectiveness can be maintained, the remaining liability would be reversed.

Other - In connection with the issuance of the Convertible Debentures and the related reverse acquisition transaction, the Company agreed to pay a total of approximately $750,000 in investor relations cost, all of which costs have been paid at December 31, 2008.

NOTE 7 – DERIVATIVE LIABILITIES

Derivative liabilities at December 31, 2008 consist of the following:

	Fair value of conversion feature of Convertible Debentures (Note 6)	$ 1,540,000
	Fair value of Warrants issued to Investors (Note 6)	2,118,000
	subtotal	3,658,000
	Fair value of warrants issued to placement agent in Convertible
	Debentures (Note 6)	212,000
	Fair value of warrant issued in connection with reverse acquisition (below)	111,000
	Fair value of warrants issued to reverse acquisition equity investors (below)	1,115,000
	Total derivative liabilities at December 31, 2008	$ 5,096,000
		==========

In connection with the Share Exchange discussed in Note 1, the Company paid the Placement Agent a cash fee of $210,000 and issued them warrants to purchase common stock on the same terms as the Warrants discussed in Note 6. As such these warrants entitle the holder to purchase approximately 420,000 shares common stock at $1.00 per share subject to adjustment of the shares and exercise price in the event of (a) stock dividends, splits or similar recapitalizations or (b) a rights offering at less than market value to all stockholders, (c) certain dividends or distributions and (d) the offering or issuance of common stock or derivative instruments (warrants, options or conversion features), subject to certain exceptions, at a price that is less than the exercise price of the warrants. The Company is obliged to issue registered shares of common stock upon the exercise of the Warrants and if it cannot do so within three business days, it is obliged to pay in cash the market value, plus brokerage commissions, of the common stock. Because of the cash settlement feature and the variability of the exercise price, the warrant is considered to be a derivative liability Under SFAS No. 133 and EITF No. 00-19. Such warrants had a fair value at inception of approximately $480,000, which amount was charged to derivative liabilities expense.

At the time of the Share Exchange, certain investors in a prior private placement of common stock and warrants were granted the right to exchange their existing warrants for new warrants on the same terms as the Warrants discussed in Note 6 and in the preceding paragraph. Because of the variability of the exercise price feature and the settlement in cash provisions, the warrant is considered to be a derivative liability Under SFAS No. 133 and EITF No. 00-19. Such warrants had a fair value at inception of approximately $4,801,000, which amount was charged to derivative liabilities expense.

Pursuant to fair value accounting, the derivative liabilities for the conversion feature, the Warrants, the placement agent warrants and the warrants issued to the December 2007 equity investors are required to be marked-to-market at each reporting period during their term, with the resulting difference reported as a component of income or expense. During the three and nine months ended December 31, 2008, the Company recorded a total change in fair value due to remeasurement of derivative liabilities of approximately $14,584,000 and $30,586,000, respectively, as income.

The Company computed the fair value of its derivative instruments by using a Black Scholes calculation assuming a risk free rate of return of 0.5 – 2.%, expected volatility of 112% and expected life of the conversion feature (three years) and the Warrants (five years) and the quoted market price of the Company’s stock on the day of the measurement.

NOTE 8 – BRIDGE NOTES AND WARRANTS

In January and February 2008 Perf-Go Green sold an aggregate $750,000 of secured convertible notes, due in January 2009 (with respect to $350,000) and February 2009 (with respect to $400,000) and bearing interest at 10% per year, together with warrants to purchase Perf-Go Green’s common stock. The notes were convertible at $0.48 per share and, together with approximately $11,000 of accrued interest, were converted into 1,579,466 shares of the Company’s common stock on March 27, 2008.

The detachable warrants permit the holders to purchase an aggregate of 1,500,000 shares of common stock of the Company at a price of $0.75 until January 2013 (with respect to 700,000 shares) or February 2013 (with respect to 800,000 shares). Under EITF No. 00-19, the Company concluded that these warrants met the definition of a freestanding financial instrument that could be classified as equity. The Company determined the fair value of these warrants based upon a Black Scholes valuation calculation with the following assumptions: one and one half year expected life, 150% volatility, 2.11% risk free interest rate and a market price of $0.48 for the underlying common stock. The market price was determined based on the ultimate conversion of these notes into common stock at that price shortly after issuance. The fair value, $669,000 was recorded to deferred finance costs and then, upon the conversion of the notes in March 2008, written off.

Pursuant to EITF No.’s 98-5 and 00-27 and APB No. 14, the Company determined that the exercise price of the convertible debt of $0.50 exceeded the market price of the common stock at each commitment date. As a result, no allocation of fair value was required amongst the convertible notes and warrants. The Company also determined that SFAS No. 133 and EITF 00-19 were not applicable, as the embedded conversion option did not require bifurcation.

In connection with raising these proceeds, Perf-Go Green paid $75,000 as direct offering costs to the placement agent. The Company also issued, as an additional placement agent fee, warrants to purchase 150,000 shares of the Company’s common stock. The Company determined the valuation of these warrants, approximately $43,000, by applying EITF 96-18 and using the Black-Scholes option-pricing formula and a risk free interest rate of 1.9 – 2.7%, expected volatility of 150%, a five year expected term and a weighted average fair value of $0.75. These costs were initially capitalized as debt issue costs and were being amortized over the life of the related convertible debt instrument. Upon conversion of the notes on March 27, 2008, the remaining unamortized portion of debt issue costs was charged to interest expense on the statement of operations.

NOTE 9 – STOCKHOLDERS’ EQUITY (DEFICIT)

Common stock - On January 15, 2008, the Company issued 19,500,000 shares of common stock (retroactively reflecting the Share Exchange) to its founders as founders stock for pre incorporation services valued at $0.0001 per share.

Stock based compensation - In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 123R, “Share-Based Payment.” SFAS No. 123R is a revision of SFAS No. 123, “Accounting for Stock Based Compensation.” Among other items, SFAS No. 123R requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the financial statements based on the grant date fair value of those awards. Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant and, in the instance of options and warrants, are based upon a Black-Scholes option pricing model.

The fair value of each option grant under SFAS No. 123R is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted-average assumptions: risk free interest rate of approximately 0.5 - 3.2%; no dividend yield; expected option lives based on their terms (generally five years) and expected volatility of approximately 93 - 112%. The expected volatility for the current period was developed by using historical volatility of the Company stock history since the reverse acquisition. Since the history of our stock trading has been relatively short, the baseline volatility calculation was increased by 20 - 50%. The risk-free interest rate was developed using the U.S. Treasury yield curve for periods equal to the expected term of the options grant date.

In June 2008, the Company adopted the 2008 Share Incentive Plan (the “Plan”) which permits the granting of stock options and other forms of stock based compensation to employees and consultants of the Company. Under the Plan, the Company has reserved 10,000,000 shares of common stock for issuance under the Plan. There were no stock options outstanding at March 31, 2008. The following table summarizes the stock options issued to directors, officers, employees and consultants under the Plan for the three and nine months ended December 31, 2008 (unaudited) under the Plan.

	Number of Options		Weighted Average Exercise Price
Stock Options
Balance at March 31, 2008	-	$	-
Granted or issued	7,573,600	$	1.52
Exercised	-	$	-
Cancelled/Forfeited	-	$	-
Balance at December 31, 2008	7,573,600	$	1.52
Options exercisable at December 31, 2008	5,728,000	$	1.38
Weighted average fair value of options granted during the nine months ended December 31, 2008 (unaudited)	$15,400,000	$	2.03
Weighted average fair value of options exercisable at December 31, 2008	$9,356,000		$1.62

The grant date fair value of the options issued under the Plan was approximately $15,400,000 and approximately $2,272,000 and $11,576,000 was charged to operations for stock compensation expense under the Plan for the three and nine months ended December 31, 2008, respectively, including approximately $2,237,000 and $10,953,000, respectively, for directors, officers and employees and approximately $35,000 and $623,000, respectively, to consultants. In addition to stock compensation from options, we issued 939,194 shares to consultants resulting in approximately $19,000 and $2,324,000 in stock compensation during the three and nine months ended December 31, 2008. Stock compensation cost is included in general and administrative expenses in the unaudited condensed consolidated financial statements

The following table summarizes information about the exercise prices, exercisability and remaining life of the options granted.

Options exercisable:

Range of Exercise Price	Number Outstanding at December 31, 2008	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Aggregate Intrinsic Value of Options Outstanding		Number Exercisable at December 31, 2008	Weighted Average Exercise Price	Aggregate Intrinsic Value of Options Exercisable
$0.50 - $2.00	7,573,600	4.58 years	$1.52	$ -		5,728,000	$1.38	$ -

Monthly stock grants - In addition to stock grants and options discussed above, the Company has initiated a monthly stock grant program for a director, an officer, a related vendor and a consultant calling for the issuance of approximately 52,000 shares per month over the coming year. The cost of these share issuances will be valued at the fair market value of the Company’s common stock on the date of grant.

Warrants and Convertible Debentures – See Note 6 regarding conversion of $550,000 face amount of Convertible Debentures into 733,332 shares of common stock on November 4, 2008. The Company has the following warrants and convertible debentures outstanding that grant the right of the holder to obtain our common stock as indicated:

- 7,200,001 shares issuable (subject to adjustment as described in Note 6) at $0.75 (subject to adjustment) under Convertible Debentures until May and June 2011 - 7,933,333 shares issuable (subject to adjustment as described in Note 6) at $1.00 (subject to adjustment) under Warrants issued with Convertible Debentures until May and June 2013 - 4,200,000 shares issuable (subject to adjustment) under warrants at $1.00 (subject to adjustment) issued to purchasers of our predecessor’s common stock until May 2013 - 1,650,000 shares issuable at $0.75 to investors in our Bridge Notes and a placement agent until January and February 2013

- 1,213,333 shares issuable (subject to adjustment) to a placement agent in the Convertible Notes and Warrants and reverse acquisition at $1.00 (subject to adjustment) until May and June 2013.

These items permit the holders to purchase 22,196,667 shares of the Company’s common stock before adjustment. Possible adjustments include the items discussed in Notes 6 and 7 and would include increases for payment of interest in kind on the Convertible Debentures.

In tabular form, the warrants and convertible securities are as follows:

	Number shares subject to Warrants and Convertible Debentures(a)		Weighted Average Exercise Price
Shares Under Warrants and Convertible Debentures:
Balance at March 31, 2008	1,650,000	$	$0.75
Granted	21,279,999	$	$0.91
Exercised/Converted	(733,332)	$	$0.75
Cancelled/Forfeited	-	$	-
Balance at December 31, 2008	22,196,667	$	$0.94
Exercisable at December 31, 2008	22,196,667	$	$0.94

(a) Before adjustment as discussed above.

NOTE 10 – INCOME TAXES

The Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 provides recognition criteria and a related measurement model for tax positions taken by companies. In accordance with FIN 48, a tax position is a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions shall be recognized only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position will be sustained upon examination.

Tax positions that meet the more likely than not threshold should be measured using a probability weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. The Company adopted FIN 48, which had no effect on the Company’s financial positions and results of operations at this time given its limited operations and activities. No amounts were accrued for the tax exposures or payment of interest and penalties at December 31, 2008 and there was no change to this balance at December 31, 2008.

The Company has a net operating loss carryforward for tax purposes totaling approximately $5,600,000 at December 31, 2008, expiring through the year 2028. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by operating loss carryforwards after a change in control (generally greater than a 50% change in ownership, as defined).

The difference between the net operating loss carryforward and the accumulated deficit results largely from the non-deductibility, for tax purposes, of derivative expense and income and stock and stock based compensation.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2008.

NOTE 11 – EMPLOYMENT AND LEASE AGREEMENTS

During the nine months ended December 31, 2008, the Company entered into employment agreements with three officers and four employees. The agreements with the officers calls for their employment over a three year period and calls for aggregate base salaries for the three agreements of approximately $425,000 per year for three years plus eligibility for an annual bonus up to 20% of base compensation and annual increases of approximately 20%. The agreements with the four employees call for their employment with the Company over a one or two year period and call for aggregate compensation for the four agreements of approximately $366,000 per year (approximately $577,000 over the full term). In January 2009, the Company entered into an employment agreement with an officer calling for compensation of $150,000 per year, plus bonus, and options to purchase 500,000 shares of the Company’s common stock, subject to approval of the Company’s Board of Directors.

On October 1, 2008, the Company entered into a five year lease agreement for its executive offices calling for fixed rent of approximately $198,000 in the first year, escalating to approximately $223,000 in the fifth year. In addition to the fixed rent, the Company is obligated to pay for an electricity adjustment for amounts over a base year amount, and real estate taxes, subject to adjustment over a base year amount. The Company was granted a rent abatement for the fixed rent, excluding base period electric, for the first three months of the lease. In connection with the lease, the Company paid a security deposit of $45,000.

NOTE 12 – SIGNIFICANT CUSTOMERS

For the three and nine months ended December 31, 2008 one customer (Customer A) represented 29% and 38% of sales, respectively, and another customer (Customer B) represented approximately 29% and 34% of sales, respectively. At December 31, 2008 amounts receivable from Customer A were approximately $133,000 and from Customer B were approximately $92,000.

NOTE 13 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates in 2009 included the valuation of stock issued for compensation and services, stock based compensation arrangements with employees and third parties, ~~warrants issued as compensation,~~ fair value of derivative financial instruments, estimated useful life of equipment, and a 100% valuation allowance for deferred taxes due to the Company’s continuing and expected future losses.

Perf-Go Green Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2009

(Unaudited)

Risks and uncertainties

The Company operates in an industry that is subject to intense competition and rapid technological change and is in a state of fluctuation as a result of the global credit crisis. The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industries we sell and cater to, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy over the past year, and (iii) the volatility of prices pertaining to our vendors and suppliers. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash and cash equivalents

~~For~~The Company ~~purposes~~believes ofits current available cash along with anticipated revenues will be insufficient to meet its cash needs for the ~~statement~~near future and its ability to continue as a going concern is in question. The Company has been actively negotiating with a number of potential investors to obtain additional financing to meet its cash ~~flows~~flow needs for at least the next several weeks. At the present time, these additional financings have not been consummated and there can be no assurance that the Company ~~considers~~will be able to obtain sufficient financing on acceptable terms, if at all. In ~~highly~~the event ~~liquid~~the ~~instruments~~Company ~~purchased~~cannot ~~with~~obtain athe ~~maturity~~needed offinancing ~~three~~within ~~months~~the next several weeks, the Company may have to materially curtail or ~~less~~even ~~and~~cease ~~money~~its operations. The ~~market~~Company ~~accounts~~is making every effort to remedy this situation, but there can be ~~cash~~no ~~equivalents~~assurance such efforts will be successful, and the Company is considering all options.

The Company ~~minimizes~~considers ~~its~~all ~~credit~~highly ~~risk~~liquid ~~associated~~instruments purchased with ~~cash~~a bymaturity ~~periodically~~of three ~~evaluating~~months ~~the~~or ~~credit~~less ~~quality~~to ofbe ~~its~~cash ~~primary financial institution~~equivalents. There ~~The~~were ~~balance~~no cash equivalents at ~~times~~June ~~may~~30, ~~exceed~~2009 ~~federally insured limits~~ and at March 31, ~~2008 exceeded the available FDIC insurance by approximately $185~~2009,~~000~~ respectively.

~~Accounts~~The Company ~~Receivable~~minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At June 30, 2009 and March 31, 2009, the balance exceeding the insured limits were $0, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms. The Company periodically evaluates the collectability of its accounts receivable and considers the need to adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates.

At June 1330, 2009 and March 31, 2009, the Company recorded an allowance for doubtful accounts receivable of $17,726 and $4,033, respectively.

Due from Factor

On March 20, 2009, the Company entered into an agreement with a factor, which will provide, on a discretionary basis, a combined credit facility of $10 million for purchase order financing and factoring. Under the agreement, the Company agreed to pay the factor a commission of 1.0% to 1.5% of the gross amount of each receivable. In addition, the Company agreed that the factor will receive a minimum of $100,000 in commissions in the first 12 months. As collateral for the Company’s obligations under this agreement, the Company has granted the factor a security interest in all of the company’s assets. The factor advances 80% of the factored receivables and pays a percentage of the 20% when the factored receivable is collected.

Perf-Go Green Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2009

(Unaudited)

Deposits

The manufacturing of our biodegradable plastic products is outsourced to a sole supplier (“supplier”). In order to secure initial product shipments expected, we have deposits of $1,354,558 and $1,533,047 with the supplier at June 30, 2009 and March 31, 2009, respectively. In order to secure our full payment, the supplier retains title and risk of loss to the related inventory until we make final payment which occurs shortly before shipment to the customer. As such, we do not currently carry inventory for any significant period of time and our inventory balances at June 30, 2009 and March 31, 2009, was $125,480 and $0, respectively.

Long Lived Assets

The Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest. For the three-month periods ended June 30, 2009 and 2008, the Company did not record any impairment losses.

Equipment

Equipment is stated at cost, less accumulated depreciation computed on a straight-line basis over the estimated useful life, which is three to seven years.

Debt Discount and Debt Issue Costs

These amounts are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of these amounts is immediately expensed.

Perf-Go Green Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2009

(Unaudited)

Fair value of financial instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

The carrying amount reported in the balance sheet for accounts receivable, inventory, due from factor, prepaids and other current assets, deposits, accounts payable, accrued expenses, deferred revenues, and common stock payable approximates its fair market value based on the short-term maturity of these instruments.

Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and warrants, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

Segment information

During 2009 and 2008, the Company only operated in one segment; therefore, segment information has not been presented.

Revenue recognition

The Company ~~follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition. The Company~~ records revenue when the risks and rewards of ownership have transferred to customers which generally occurs when products are shipped and all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) product delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. In arriving at net sales, the Company estimates the amount of deductions that are likely to be taken by customers and adjusts that periodically based on historical experience. The Company records revenues upon shipment. In accordance with the revenue recognition policy of the Company, the factor has held back $135,162 in factored receivables. The Company has recorded a sales allowance reflecting this holdback.

Perf-Go Green Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2009

(Unaudited)

Cost of Sales

Cost of sales represents the purchase of the Company’s products.

Advertising

In accordance with Accounting Standards Executive Committee Statement of Position 93-7, costs incurred for producing and communicating advertising for the Company are charged to operations as incurred.

Advertising expense for the three-months ended June 30, 2009, and 2008 was $54,279 and $146,000, respectively.

Earnings per share

Basic earnings ~~income~~ (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted ~~income~~earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during ~~each~~ the period. ~~At December 31, 2008, the Company’s common stock equivalents consist of options, warrants and convertible debt that could potentially dilute future earnings per share., see Note 3.~~

At June 30, 2009 and 2008 the Company’s common stock equivalents consisted of the following:

	2009		2008
Shares underlying convertible debt		10,290,942		7,933,333
Stock options		8,083,600		7,961,600
Warrants		40,413,340		22,929,999
Total common stock equivalents		58,787,882		38,824,932

Since the Company reflected a net loss for the three-months ended June 30, 2009 and 2008, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Stock-based compensation

All share-based payments to employees are recorded and expensed in the statement of operations asMeasurement ~~applicable~~and ~~under~~recognition ~~SFAS~~of ~~No.~~compensation ~~123R~~expense for all share-based payment awards made to employees, ~~“Share~~directors and third parties, including grants of stock options based on estimated fair values. The Company has used certain weighted average assumptions and applied these to the Black-~~Based~~Scholes ~~Payment”~~option-pricing model to estimate grant date fair value for all option grants.

~~Non-employee stock based compensation~~10

~~Stock~~Perf-~~based~~Go Green ~~compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services~~Holdings, ~~whichever is more readily determinable, using the measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF No~~Inc. ~~96-18,~~and ~~“Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”).~~Subsidiary

~~Derivative~~Notes to ~~Liabilities~~Condensed Consolidated Financial Statements

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” requires bifurcation of embedded derivative instruments such as conversion options and warrants, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. InJune ~~assessing the convertible debt instruments~~30, management first reviews the guidance of EITF No.’s 98-5, 00-27 and 05-2 as well as SFAS No. 150 to determine if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.2009

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. In assessing the nature of a financial instrument as freestanding, the Company has applied the guidance pursuant to EITF No.’s 00-19. Finally, the Company has applied the related guidance in EITF No.’s 00-19-2 and 05-4 as well as SFAS No. 5 when determining the existence of liquidated damage provisions. At December 31, 2008, the Company had various derivative instruments. (~~See Notes 6 and 7~~Unaudited).

Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the year, less expected forfeitures. Forfeitures should be estimated at the time of grant and revised, if necessary in subsequent periods if actual forfeitures differ from those estimates.

Non-employee equity based compensation

Equity-based compensation awards issued to non-employees for services will be recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable.

Recent accounting pronouncements

In December 2007, the FASB issued SFAS 141R, Business Combinations (“SFAS 141R”), which replaces FASB SFAS 141, Business Combinations. This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition. SFAS 141R will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date. This compares to the cost allocation method previously required by SFAS No. 141. SFAS 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met. Finally, SFAS 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date. This Statement will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008. Early adoption of this standard is not permitted and the standards are to be applied prospectively only. Upon adoption of this standard, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed. The adoption of SFAS No. 141R is not expected to have a material effect on its financial position, results of operations or cash flows.

Perf-Go Green Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2009

(Unaudited)

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The adoption of SFAS No. 160 is not expected to have a material effect on its financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities—An Amendment of FASB Statement No. 133.” (“SFAS 161”). SFAS 161 establishes the disclosure requirements for derivative instruments and for hedging activities with the intent to provide financial statement users with an enhanced understanding of the entity’s use of derivative instruments, the accounting of derivative instruments and related hedged items under Statement 133 and its related interpretations, and the effects of these instruments on the entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company does not expect its adoption of SFAS 161 to have a material impact on its financial position, results of operations or cash flows.

In April 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “ Determination of the Useful Life of Intangible Assets” . This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R, and other GAAP. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company does not expect the adoption of SFAS FSP 142-3, to have a material impact on its financial position, results of operations or cash flows.

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) 14-1 “Accounting for Convertible Debt instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” ( “FSP APB 14-1” ). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. The Company does not expect the adoption of FSP APB 14-1, to have a material impact on its financial position, results of operations or cash flows.

Perf-Go Green Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2009

(Unaudited)

In October 2008, the FASB issued FSP FAS 157-3, “ Determining the Fair Value of a Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS 157-3”), with an immediate effective date, including prior periods for which financial statements have not been issued. FSP FAS 157-3 amends FAS 157 to clarify the application of fair value in inactive markets and allows for the use of management’s internal assumptions about future cash flows with appropriately risk-adjusted discount rates when relevant observable market data does not exist. The objective of FAS 157 has not changed and continues to be the determination of the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date. The adoption of FSP FAS 157-3 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed,” which further clarifies the principles established by SFAS No. 157. The guidance is effective for the periods ending after June 15, 2009 with early adoption permitted for the periods ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. The Company is evaluating the impact the adoption of SFAS 165 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 166 will have on its financial statements.

Perf-Go Green Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements

June 30, 2009

(Unaudited)

In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s financial statements.

Other accounting standards have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

Note 3 Going Concern and Liquidity

As reflected in the accompanying consolidated financial statements, the Company has a net loss of $2,615,503 and net cash used in operations of $777,515 for the period ended June 30, 2009; and has a working capital deficit of $16,280,093 and a stockholders’ deficit of $14,892,410.

Further, losses from operations are continuing subsequent to June 30, 2009 and the Company anticipates that it will continue to generate significant losses from operations for the near future. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

~~NOTE~~Perf-Go Green 14Holdings, –Inc. ~~RECENTLY~~and ~~ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS:~~Subsidiary

Effective April 1, 2008, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurement (“SFAS 157”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In accordanceNotes ~~with the provisions of FSP No. FAS 157-2, Effective Date of FASB Statement No. 157, the Company elected~~ to ~~defer~~Condensed ~~implementation~~Consolidated ofFinancial SFAS 157 as it relates to our non-financial assets and non-financial liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until April 1, 2009. The Company is evaluating the impact, if any, this Standard will have on our financial position and results of operations.Statements

~~SFAS 157 defines fair value~~June 30, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. SFAS 157 establishes a three tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. SFAS 157 requires the Company to maximize the use of observable inputs and to minimize the use of unobservable inputs in making fair value judgments.2009

The Company’s financial assets and liabilities measured at fair value on a recurring basis include those securities classified as cash and cash equivalents and all derivative liability instruments on the unaudited condensed consolidated balance sheet. All securities owned are valued under the first tier of the hierarchy where the assets are measured using quoted prices in active markets.(Unaudited)

OnThese conditions ~~April~~raise 1,substantial ~~2008,~~doubt about the Company’s ~~adopted~~ability ~~SFAS~~to ~~No.~~continue ~~159,~~as “a going concern. The ~~Fair~~ability ~~Value~~of ~~Option~~the ~~for~~Company ~~Financial~~to ~~Assets~~continue ~~and~~its ~~Financial~~operations ~~Liabilities.”~~is dependent ~~The~~on ~~adoption~~Management's plans, which include the raising of ~~SFAS~~capital ~~No.~~through debt ~~159~~and/or ~~did~~equity ~~not~~markets ~~have~~with ~~any~~some ~~material~~additional ~~impact~~funding onfrom ~~the~~other ~~Company’s~~traditional financing ~~financial~~sources, ~~position~~including term notes, ~~results~~until ofsuch time that funds provided by operations orare ~~cash~~sufficient ~~flows~~to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

InThe accompanying ~~December~~financial ~~2007,~~statements ~~the~~have ~~FASB~~been ~~issued~~prepared ~~SFAS~~on ~~No.~~a ~~160,~~going ~~“Noncontrolling~~concern ~~Interests in Consolidated Financial Statements~~basis, which ancontemplates ~~amendment~~the realization of ~~Accounting~~assets ~~Research Bulletin No 51” (SFAS 160). SFAS 160 establishes accounting~~ and ~~reporting~~the ~~standards~~satisfaction ~~for~~of ~~ownership interests~~ liabilities in ~~subsidiaries~~the ~~held~~normal bycourse ~~parties~~of ~~other~~business. These ~~than~~financial ~~the~~statements ~~parent,~~do ~~changes in a parent’s~~not ~~ownership~~include ofany aadjustments ~~noncontrolling~~relating ~~interest,~~to ~~calculation~~the ~~and~~recovery ~~disclosure~~ of the ~~consolidated~~recorded ~~net~~assets ~~income~~or ~~attributable to~~ the classification ~~parent~~of ~~and~~ the ~~noncontrolling~~liabilities ~~interest,~~that ~~changes~~might inbe anecessary ~~parent’s~~should ~~ownership interest while~~ the ~~parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. The~~ Company’s ~~adoption~~be unable ofto ~~SFAS~~continue ~~No.~~as ~~160 on April 1, 2008 did not have~~ a ~~material~~going ~~effect on its financial position, results of operations or cash flows~~concern.

InNote ~~December~~4 ~~2007,~~Due the FASB issued SFAS No 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS 141R alsofrom establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141R is effective for business combinations occurring in the fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions for business combinations occurring in fiscal 2009 and thereafter.Factor

InDue ~~January~~from factor ~~2008,~~at ~~the~~June ~~SEC released SAB No. 110~~30, ~~which~~2009 ~~amends SAB No. 107 which provided a simplified approach for estimating the expected term of a “plain vanilla” option, which is required for application of the Black-Scholes option pricing model (~~and ~~other~~March models) for valuing share options. At the time, the Staff acknowledged that, for companies choosing not to rely on their own historical option exercise data (i.e., because such data did not provide a reasonable basis for estimating the term), information about exercise patterns with respect to plain vanilla options granted by other companies might not be available in the near term; accordingly, in SAB No. 107, the Staff permitted use of a simplified approach for estimating the term of plain vanilla options granted on or before December 31,2009 ~~2007.~~is The information concerning exercise behavior that the Staff contemplated would be available by such date has not materialized for many companies. Thus, in SAB No. 110, the Staff continues to allow use of the simplified rule for estimating the expected term of plain vanilla options until such time as ~~the relevant data becomes widely available. The Company does not expect its adoption of SAB No. 110 to have a material impact on its financial position, results of operations or cash flows.~~follows:

	June 30,2009			March 31,2009
Accounts Receivable	$	1,064,697		$	253,272
Less: Advances		(751,200	)		(156,216	)
Less: Commissions		(17,754	)		(2,829	)
Less: Other Factoring Expenses		(133,653	)		(2,121	)
Due From Factor	$	162,090		$	92,106

Note 5 Equipment

Equipment at June 30, 2009 and March 31, 2009 consist of the following:

	June 30,2009			March 31,2009
Furniture and fixtures	$	177,018		$	171,181
Computer equipment		71,665			71,665
Software		83,392			83,392
		332,075			326,238
Less: accumulated depreciation		(59,285	)		(40,841	)
Equipment – net	$	272,790		$	285,397

ofPerf-Go Green ~~the entity’s use of derivative instruments~~Holdings, ~~the~~Inc. ~~accounting of derivative instruments~~ and related hedged items under Statement 133 and its related interpretations, and the effects of these instruments on the entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008. The Company does not expect its adoption of SFAS 161 to have a material impact on its financial position, results of operations or cash flows.Subsidiary

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity withNotes ~~generally accepted accounting principles in the United States. This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments~~ to AUCondensed ~~section~~Consolidated ~~411,~~Financial The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162, but does not expect the adoption of this pronouncement will have a material impact on its financial position, results of operations or cash flows.Statements

In October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS 157-3”), with an immediate effective date, including prior periods for which financial statements have not been issued. FSP FAS 157-3 amends FAS 157 to clarify theJune application of fair value in inactive markets and allows for the use of management’s internal assumptions about future cash flows with appropriately risk-adjusted discount rates when relevant observable market data does not exist. The objective of FAS 157 has not changed and continues to be the determination of the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date. The adoption of FSP FAS 157-3 is not expected to have a material effect on the Company’s financial position30, ~~results of operations or cash flows.~~2009

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.(Unaudited)

Note 6 Convertible Debt, Warrants, Derivative Liabilities and Registration Rights Liability

(A) Senior Secured Convertible Debentures and Warrants

During May and June 2008, the Company issued $5,950,000 of senior secured convertible debentures with five-year detachable warrants to purchase shares of the Company’s common stock. The convertible debt issued is secured by all assets of the Company. The convertible debt bears interest at 10%, and is payable quarterly in arrears in cash or equity .

During the three-month periods ended June 30,2009 and 2008, $45,000 and $0 of the convertible debentures were converted into 90,000 and 0 shares of common stock, respectively. The remaining face amount of the debentures is $5,145,471 as of June 30, 2009, and are due in May 2011, with respect to $2,250,000 of principal amount, and in June 2011, with respect to $2,895,471 of principal amount.

The Convertible Debentures contain various covenants which, among other things, restrict the Company’s ability to incur additional debt or liens or engage in certain transactions as specified therein. Additionally, the Convertible Debentures define various events of default including non-payment of interest or principal when due, failure to comply with covenants, breach of representations or warranties, failure to obtain effective registration of the common stock underlying the conversion feature or failure to deliver registered common stock, when requested, within a specified timeframe as well as other matters discussed therein. Various remedies exist for an event of default including the acceleration of the maturity of the obligation, an increase in the interest rate to 15%, accrual of certain costs of the debt holders and a reduction of the conversion rate, among other things. The Convertible Debentures also provide that in the event of a “fundamental transaction” such as a change in control, the holder may require that such holder’s Convertible Note be redeemed at an “alternative consideration” which can be, among other things, 135% of the principal amount of the Convertible Note or 130% of the equity conversion value of the Convertible Note. For the period ended June 30, 2009 the Company defaulted on the payment of its quarterly interest to the holders of the convertible debentures issued in May and June. As a result, pursuant to the debenture agreement, the investors could demand payment of the principal at any time. As a result, the convertible debt, net has been classified as a current liability on the balance sheet.

The Convertible Debentures are convertible at the option of the Investors into shares of our common stock at the lower of the (a) “fixed conversion price” of $0.50 per share. As of June 30, 2009, the debentures can be converted into 10,290,942 shares of common stock based on the $0.50 per share conversion price, subject to adjustment for stock splits, stock dividends, or similar transactions, (b) “lowest conversion price” representing the lowest price, conversion price or exercise price offered by the Company in a subsequent equity financing, convertible security (subject to certain exceptions) or derivative instruments or (c) “mandatory default amount” representing the amount necessary to convert 110% of the face amount of the Convertible Debentures plus accrued interest and costs at the lower of the price of the common stock on the date of demand or the date of payment. The Company’s common stock price at the time of issuance of both the May and June 2008 Convertible Debentures exceeded the relevant conversion price (the fixed conversion price). As a result, the Company determined that since the conversion feature can result in a variable amount of shares being issued, the conversion feature is considered an embedded derivative liability, not a beneficial conversion feature, that needs to be separated from the “host contract” as described further below.

~~Item~~Perf-Go Green 2Holdings, Inc. ~~Management’s Discussion~~ and ~~Analysis of Financial Condition and Results of Operations~~Subsidiary

~~Forward~~Notes to ~~Looking~~Condensed Consolidated Financial Statements

Some of the statements contained in this Form 10-Q that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or byJune ~~discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements~~30, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include without limitation those factors discussed in our Form S-1/ A filed on February 9, 2009 ~~and Form 8-K/A filed on August 15, 2008 for a discussion of certain known risks; also see Part II, Item 1A.~~

Since our common stock is considered a “penny stock” we are ineligible to rely on the safe harbor for forward-looking statements provided in Section 27A of the Securities Act and Section 21E of the Exchange Act.(Unaudited)

~~Overview~~The Company is obliged to issue registered shares of common stock upon the exercise of all the above warrants and if it cannot do so within three business days, it is obliged to pay in cash the market value, plus brokerage commissions, of the common stock. Because of the “pay in cash” feature and the variability of the exercise price, the warrants above are considered to be a derivative liabilities as discussed further below.

~~Background~~(B) Derivative ~~and History; Share Exchange~~Liabilities

~~Perf-Go~~The Embedded ~~Green~~conversion ~~Holdings,~~option ~~Inc.,~~in ~~formerly~~the ~~known~~Convertible asDebentures ~~ESYS Holdings, Inc.~~ and Lathe ~~Solucion,~~detachable Warrants ~~Inc.,~~are ~~(the~~deemed “~~Company”)~~freestanding ~~was~~financial ~~incorporated~~instruments” inthat ~~Delaware~~cannot inbe classified ~~April~~as ~~2005.~~equity ~~Its~~instruments ~~business~~at ~~was~~the ~~originally~~commitment ~~intended~~date torelated ~~provide assistance~~ to ~~the~~their issuance ~~non-English speaking Hispanic population in building~~ and ~~maintaining~~instead aare ~~life~~classified inas ~~North~~“derivative ~~Carolina~~liabilities ~~but~~subject itto ~~did not establish operations in connection with its business~~fair ~~plan~~value accounting.”

~~On May 13, 2008,~~ Because the ~~Company~~Convertible ~~entered~~Debentures ~~into~~were aissued ~~Share Exchange Agreement (the “Share Exchange”)~~ with ~~Perf-Go Green, Inc. (“Perf-Go Green”),~~ a ~~privately-owned~~variable ~~Delaware~~conversion ~~corporation~~feature and ~~its stockholders pursuant to which the Company acquired all of the outstanding shares of common stock of Perf-Go Green. Perf-Go Green was originally incorporated as a limited liability company on~~ ~~November~~with ~~15,~~detachable ~~2007~~Warrants ~~and~~with ~~converted~~net tocash asettlement ~~“C”~~features ~~corporation~~described onabove ~~January 7~~, ~~2008. As consideration for~~ the fair ~~Share Exchange, the Company issued an aggregate of 21,079,466 shares of common stock, $0.0001 par~~ value ~~(the “Common Stock”), for the 20,322,767 Perf-Go Green shares outstanding (a 1.03:1 exchange ratio), to the Perf-Go Green stockholders resulting in a change in control~~ of ~~the~~these ~~Company~~attributes ~~with~~are ~~Perf-Go~~calculated ~~Green~~and ~~stockholders~~assigned ~~owning~~before ~~approximately 65% out of~~ a ~~total~~value ofis ~~32,279,470,~~assigned ~~and~~to the ~~former~~Convertible ~~shareholders of the accounting acquiree owning 11,200,004 shares, of the Company’s outstanding common stock at the date of the Share Exchange~~Debentures. These Inderivative ~~addition,~~liabilities are ~~the directors and officers of Perf~~re-Gomeasured ~~Green~~every ~~were~~reporting ~~elected as directors and officers of the Company~~period. ~~As a result of the Share Exchange, the Company has succeeded to the business of Perf-Go Green as its sole business.~~

The ~~accounting~~fair value ~~for~~of the ~~Share~~conversion ~~Exchange,~~feature ~~commonly~~of ~~called a reverse acquisition, calls for Perf-Go Green, to be treated as~~ the ~~accounting~~Convertible ~~acquirer.~~Debentures ~~The acquired assets~~ and ~~assumed liabilities of~~ the ~~Company~~initial warrants ~~were~~that ~~carried~~is ~~forward~~assigned atto ~~their~~debt ~~historical~~discount ~~values~~(originally $5,950,000) ~~which~~is ~~approximated~~being amortized ~~fair~~over ~~value.~~the ~~Perf-Go~~life ~~Green’s historical financial statements are carried forward as those~~ of the ~~combined~~Convertible ~~entity.~~Debentures ~~The common~~(three ~~stock and per share amounts have been retroactively restated the earliest period presented to reflect the Share Exchange~~years).

~~Business~~The debt discount is amortized to interest expense for any conversions of the debentures based on the pro-rata amount of debenture converted to total debt. For the three-months ended June 30, ~~Products~~2009 and ~~Plans~~2008, the Company amortized $615,050 and $178,000 to interest expense related to amortization of the debt discount. These amounts include accelerated amortization for any conversions during these periods.

~~The Company is focused on~~ During the ~~development~~three-month ~~and~~period ~~global~~ended ~~marketing~~June ~~of eco-friendly~~30, ~~non-toxic~~2009, ~~food~~the ~~contact~~Debt ~~compliant,~~holders ~~biodegradable~~converted ~~plastic~~$45,000 of ~~products.~~Convertible ~~Our~~Debentures ~~biodegradable~~into ~~plastic~~90,000 ~~products~~shares ~~offer~~of acommon ~~practical~~stock ~~and~~of ~~viable~~the ~~solution~~Company ~~for reducing plastic waste from~~ (the ~~environment~~ “Conversion”). ~~Based~~In ~~solely~~connection onwith ~~environmental~~the ~~claims~~Conversion, ~~made by~~ the Company ~~that~~recorded ~~manufactures~~the aface amount ~~oxo-biodegradable~~of ~~plastic~~these ~~additive~~Convertible ~~that~~Debentures ~~speeds~~at up the ~~break~~ ~~down~~date of ~~our~~conversion ~~plastic products, we believe our plastic products will break down in landfill environments within twelve~~ (12$45,000) toplus the ~~twenty~~proportionate ~~four~~share ~~(24) months, leaving no visible or toxic residue. All~~ of the ~~Company’s~~related ~~products~~derivative ~~incorporate~~liability, ~~recycled~~as ~~plastic.~~remeasured ~~The~~on the ~~Company’s~~conversion ~~products~~date, ~~make~~of ~~important~~$33,004 ~~strides~~(for ~~towards~~a ~~the~~total ~~reduction~~recorded of ~~plastic~~$78,004) ~~from~~to stockholders ~~the environment~~equity.

We have partnered with Spectrum Bags, Incorporated, a division of IPS Industries, Inc. (“Spectrum”), a mid-sized manufacturer and distributor of plastic bags and plastic products to manufacture and distribute our plastic products. Spectrum’s President, Ben Tran, is a director of our Company and shares in one of the patents on our handle tie-bags. Our products use an oxo-biodegradable plastic additive licensed to Spectrum by a supplier to17

Perf-Go 17 Green Holdings, Inc. and Subsidiary

~~speed~~Notes to ~~biodegradation~~Condensed ~~and~~Consolidated weFinancial believe, based on that supplier’s environmental claims that our plastic products, when discarded in soil in the presence of microorganisms, moisture and oxygen, will biodegrade, decomposing into simple materials found in nature and will be 100% degradable. We believe this degradable plastic additive technology will be suitable in the creation of many mainstream consumer products.Statements

During 2008, we launched and began marketing products in nine (9) prominent plastic product categories including: thirteen gallon, tall kitchen garbage bags; thirty gallon garage, lawn and leaf garbage bags; commercial garbage bags (various sizes for office buildings and for municipalities, parks and beaches); kitty litter liner bags (three sizes); Doggie Duty™ Bags; and 10 foot by 20 footJune ~~plastic drop cloths. The sale and distribution of our initial product offerings~~30, the thirteen-gallon tall kitchen trash bags and thirty gallon lawn and leaf bags, began in the third quarter of calendar 2008. The Company has secured placement and premier featuring and exposure with “brand-making” retailers such as Amazon.com and Drugstore.com, Bashes Family of Stores and Walgreens drug stores. In addition, we are in contact and in negotiations with a number of other named brand retailers.2009

We are implementing a major business to business/business to government strategy for our commercial line of trash bags and retail check out bags. SOHO Partnership in New York City, CEDA in Cooks County, the Parks Department of Stamford, Connecticut and Grand Hyatt New York are recently added customers.(Unaudited)

WeConvertible debt intend to deliver brand building messages through several marketing and advertising vehicles, including television, radio, national print, online marketing and search engine optimization, and retail store promotions. Our products were showcased at ~~the~~June ~~Chicago International Housewares Show held March 16th through March 18th. 22~~30,~~000~~ ~~buyers~~2009 ~~from~~is ~~around the world attended this event. Our product received national attention by television networks and other media outlets~~ as a “Hot New Household Product.” Our product was awarded as a Design Defined Honoree for 2008 at the show. Additionally, we signed thirteen representative firms that give will us reach to major national retailers in the U.S. and Canada.follows:

The Company’s activities have included capital raising to support its business plan, recruiting board and management personnel, establishing sources of supply and developing customer relationships.

Convertible debt – net at March 31, 2009	$	138,592
Less:
Conversion of debt and accrued interest to common stock		(45,000	)
Add:
Amortization of debt discount		615,050
Convertible debt – net at June 30, 2009	$	708,642

~~Prior to September 30, 2008, the Company was considered to be in the development stage as defined in Statement of Financial Accounting Standards~~ (~~“SFAS”~~C) No. 7, “Accounting and Reporting By Development Stage Enterprises.” During the three months ended September 30, 2008, the Company commenced principal operations and achieved substantial revenues and therefore has emerged ~~from~~Placement ~~the~~Agent development stage. While we have emerged from the development stage and raised a significant amount of financing in connection with the Share Exchange, our operations are unproven and therefore it is not certain that we will be successful. Further, we do not have sufficient capital to operate for the coming twelve months and we will need additional financing or need to take other measures within the quarter ending March 31, 2009 in order to have sufficient cash to continue our activities. To that end, the Company has entered into and is further negotiating, a non-binding term sheet for a working capital loan facility, based on accounts receivable and inventory, for up to $10,000,000 of debt financing. We currently do not have any commitments for new financing.Warrants

~~Recent~~In connection ~~Financings~~with the issuance of the Convertible Debentures and Warrants during fiscal year 2009, the Company paid a placement agent (the “Placement Agent”) a cash fee of $595,000 and issued them warrants, that have an exercise price of $.50 per share, and expire five years from issuance. These warrants have the same anti-dilution provisions as the warrants issued to the convertible debt investors. Because the above warrants have the same variable exercise price feature, and cash settlement provisions as the Investor Warrants described above, these warrants are also considered derivative liabilities. As such, their fair value at inception of approximately $1,394,000 was charged to derivative liability. During fiscal year 2009, the Company recorded the aggregate of the cash and warrant compensation of approximately $1,989,000 as debt issue costs. For the three-months ended June 30, 2009 and 2008, amortization expense related to debt issuance costs was $158,078 and $51,000 , respectively.

~~The Company completed the following financings during the period from November 15, 2007~~ (~~inception~~D) Registration toRights ~~December 31, 2008:~~Liability

~~Equity~~The Company ~~Financing~~also -granted Inthe ~~December~~Debt ~~2007,~~holders ~~prior~~registration torights ~~its~~for ~~merger~~the ~~with~~common ~~Perf-Go~~stock underlying ~~Green,~~the ~~Inc~~embedded conversion feature in the Convertible Debentures and the Warrants. The Company can be assessed liquidated damages, ~~Perf-Go~~as ~~Green~~defined ~~Holdings~~in the related agreements, ~~Inc.~~for (the ~~accounting~~failure ~~acquiree)~~to ~~raised~~file ~~$2,100,000~~a inregistration ~~proceeds~~statement in a certain timeframe or for the ~~private~~failure ~~placement~~to obtain or maintain effectiveness of 4such registration statement. Such penalties shall not exceed,~~200~~ in the aggregate,~~000~~ ~~common~~15% of ~~shares~~the aggregate Purchase Price (as defined in the Convertible Debentures). In assessing the likelihood and ~~warrants~~amount toof ~~purchase~~possible 4liability for liquidated damages,~~200,000~~ ~~shares~~the Company considered that obtaining and maintaining effectiveness of the registration statement is not within the Company’s ~~common~~control, ~~stock.~~and ~~This~~concluded that ~~financing~~it ~~was~~is ~~not~~probable ~~conditioned~~that ona ~~the~~liability ~~reverse~~will ~~acquisition~~be incurred and ~~was~~therefore ~~done~~recorded a toliability ~~enhance~~for $892,500 ~~the~~representing ~~ability~~its estimate that such liability will be 15% of the ~~accounting~~proceeds ~~acquiree~~of tothe ~~consummate~~Convertible aDebentures ~~reverse~~as ~~merger~~registration ~~transaction~~rights liability. InThe ~~June~~Company’s ~~2008~~registration statement was declared effective on February 10, ~~the~~2009 ~~warrants~~and ~~were~~approximately ~~reissued~~$75,000, plus interest, of liquidated damages had been incurred as of March 31, 2009 and approximately $225,000, plus interest, as of February 10, 2009. The Company continues to ~~conform~~be exposed to ~~the~~further ~~same~~registration ~~terms~~rights asliquidated damages ~~the~~if ~~Warrants~~it indoes not maintain the ~~Convertible~~effectiveness ~~Debenture~~of ~~and~~such ~~Warrants~~registration statement. ~~financing~~At ~~described~~such ~~below~~time ~~and~~as init ~~Note~~becomes 6clear tothat such effectiveness can be maintained, the ~~unaudited~~remaining ~~condensed~~liability ~~consolidated~~would ~~financial~~be ~~statements~~reversed.

Perf-Go 18 Green Holdings, Inc. and Subsidiary

Convertible Debentures and Warrants - In connection with the Share Exchange, on May 13, 2008 and June 10, 2008, the Company raised an aggregate $5,950,000 in proceeds from a private placement of its senior secured convertible debentures in the principal amount of $5,950,000 and warrants to purchase 7,933,333 shares (subject to adjustment) of the Company’s commonNotes ~~stock as described further in Note 6~~ to ~~the~~Condensed ~~condensed~~Consolidated ~~consolidated~~Financial financial statements. On November 4, 2008, holders of $550,000 face amount converted their Convertible Debentures into 733,332 shares of common stock of the Company (the “Conversion”). In connection with the Conversion, the Company recorded the face amount of these Convertible Debentures at the date of conversion ($550,000 plus the proportionate share of the related derivative liability, measured on the conversion date, of approximately $290,000 (for a total recorded of approximately $840,000) to shareholders equity. The unamortized debt discount aggregating approximately $465,000 at the date of conversion, was charged to debt discount in the accompanying consolidated statements of operations in the three and nine months ended December 31, 2008. Additionally the proportionate share of the unamortized deferred finance costs associated with the November 4, 2008 Conversion, approximately $125,000, was charged as additional amortization of deferred finance cost in the three and nine months ended December 31, 2008.Statements

~~Because of the features of the Convertible Debentures and Warrants and the warrants that were re-issued in May 2008 to the December 2007 equity investors~~June 30, together with certain placement agent warrants all as discussed in Notes 6 and 7 to the unaudited condensed consolidated financial statements, these instruments are considered derivative liabilities and are marked-to-market each reporting period.2009

~~Financial Condition, Liquidity and Capital Resources –~~(Unaudited)

(E) Derivative Liabilities As ~~indicated~~Remeasured in– ~~the~~Summary ~~accompanying unaudited condensed consolidated financial statements,~~ at ~~December~~June 3130, ~~2008,~~2009 ~~the Company had approximately $560,000 in cash~~ and ~~approximately~~March $331,707,000 in negative working capital and a stockholders’ deficit of approximately $3,054,000. A significant portion of the Company’s liabilities (approximately $5,096,000) are derivative liabilities which are ~~further described in Notes 6 and 7. The Company would presently be unable to satisfy the cash settlement liability associated with its derivative liabilities.~~2009

For the nine months ended December 31, 2008, the Company had a loss from operations of approximately $18,394,000 (and a net loss of approximately $19,254,000) and utilized approximately $6,711,000 of cash in operating activities. Further, losses from operations are continuing subsequent to December 31, 2008 and the Company anticipates that it will continue to generate significant losses from operations for the near future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

	June 30,2009		March 31,2009
Fair value of embedded conversion feature – convertible debt	$	2,435,840	$	2,738,529
Fair value of warrants – convertible debt		2,393,502		2,588,093
Fair value of warrants - placement agent – in convertible debt offering		239,338		260,557
Fair value of warrant issued in connection with reverse acquisition		125,769		136,070
Fair value of warrants issued related to reverse acquisition to Investors		1,263,754		1,366,781
Fair value of additional warrants issued to investors		3,402,210		3,668,806
Fair value of bridge warrants		483,217
Fair value of warrants issued to factoring agent		241,377		259,484
Fair value of additional warrants to investors for anti-dilution provision		4,035,918		4,363,489
Total derivative liabilities	$	14,620,925	$	15,381,809

~~The~~For ~~Company’s cash flow projections presently indicate that projected revenues will not be sufficient to fund operations over~~ the ~~coming twelve~~ three-months. Asended ~~such,~~June ~~the Company will need to raise additional financing or take other measures during the quarter ending March 31~~30, 2009 inand ~~order to continue its operations. To that end~~2008, the Company ~~has~~recorded ~~entered into and is further negotiating,~~ a ~~non-binding~~total ~~term~~change ~~sheet~~in ~~for~~fair avalue ~~working~~due ~~capital~~to ~~loan~~remeasurement ~~facility,~~of ~~based~~derivative onliabilities ~~accounts~~of $1,250,016 ~~receivable~~ and ~~inventory, for up to~~ $105,~~000~~439,000 ~~of debt financing~~. ~~However,~~For ~~as a company that has just recently emerged from~~ the ~~development~~three-months ~~stage,~~ended ~~the~~June ~~Company’s ability to accurately project revenues and expenses can be significantly impacted by unforeseen events~~30, ~~developments~~2009 and ~~contingencies that cannot be anticipated. As such~~2008, ~~there can be no assurance that management’s plans to raise additional~~ ~~financing will be successful or sufficient in order to sustain our operations over~~ the ~~coming~~Company ~~twelve~~recorded ~~months.~~a Nototal ~~adjustment~~derivative ~~has~~expense ~~been made in the accompanying financial statements to the amounts and classification~~ of ~~assets~~$0 and ~~liabilities which could result should the Company be unable to continue as a going concern~~$26,310,000, respectively.

WeThe Company ~~currently~~computed ~~have~~the nofair ~~material~~value ~~commitments~~of ~~for~~the ~~capital~~above ~~expenditures.~~derivatives as of June 30, 2009 and 2008 by using a Black Scholes calculation assuming the following assumptions:

Results of Operations –

	June 30, 2009			June 30,2008
Expected dividends		0	%		0	%
Expected volatility		156.6	%		93	%
Expected term – embedded conversion option	1.87 – 1.95 years			3 years
Expected term – warrants	3.87 – 4.72 years			5 years
Risk free interest rate		2.54	%		2.7% - 3.2	%

We began operations on November 15, 2007 and emerged from the development stage during the three months ended September 30, 2008 as we commenced principal operations and generated significant revenues. Our activities during the nine months ended December 31, 2008 have included capital raising (resulting in the debt and equity-based financing described in Recent Financings above), development and marketing of our biodegradable plastic products, development of mass market product distribution networks for the intended distribution of the products, recruiting personnel, development of an infrastructure to support the planned business and commencement of revenues.19

~~Our~~Perf-Go Green ~~results~~Holdings, ofInc. ~~operations for the three~~ and ~~nine months ended December 31, 2008 are as follows:~~Subsidiary

Notes 19 to Condensed Consolidated Financial Statements

	Three months ended December 31, 2008	Nine months ended December 31, 2008
Revenues	$ 462,000	$ 888,000
Loss from operations	(3,521,000)	(18,394,000)
Other income (expense)	11,401,000	(860,000)
Net income (loss)	$ 7,880,000	($ 19,254,000)

June 30, 2009

~~Revenues in the three and nine months ended December 31, 2008 reflect initial shipments to new customers Walgreens and CVS Pharmacy as well as sales to a variety of smaller customers.~~(Unaudited)

Loss from operations is driven by general and administrative costs of approximately $3,652,000 and $18,681,000 for the three and nine months ended December 31, 2008, respectively. Included in general and administrative costs for the three and nine months ended December 31, 2008 are non-cash charges for stock compensation aggregating approximately $2,291,000 and $13,900,000, respectively, includingNote ~~stock~~7 ~~compensation~~Bridge ~~for~~Notes ~~directors (approximately $22,000~~ and $4,348,000, respectively), employees (approximately $2,215,000 and $6,605,000, respectively) and consultants, primarily an investor relations consultant, (approximately $54,000 and $2,947,000, respectively). The large amount of stock compensation results from the number of options and shares granted as well as the fact that options to purchase approximately 2,843,600 shares issued in the three months ended June 30, 2008 contain immediate vesting provisions and therefore were expensed in full at inception (approximately $6,180,000). However, we have an ongoing cost for stock compensation relative to (a) the vesting of options and warrants already granted to purchase approximately 4,260,000 shares, (b) our commitment to make monthly share and/or option grants to certain employees and consultants and (c) the vesting of options and warrants for any new grants. The cost of the ongoing vesting of options already granted is expected to be approximately $2,200,000 per quarter. The cost of our commitment to make monthly share grants will be variable based upon the share price at the end of each month of service and therefore is not known at this time.Warrants

~~The~~In January ~~remaining~~and ~~operating~~February ~~expenses,~~2008 ~~approximately~~Perf-Go Green sold an aggregate $1750,~~361~~000 of secured convertible notes, due in January 2009 (with respect to $350,000) and February 2009 (with respect to $4400,~~721,~~000,) ~~respectively~~and bearing interest at 10% per year, ~~for~~together with ~~the~~warrants ~~three~~to purchase Perf-Go Green’s common stock. The notes were convertible at $0.48 per share and, ~~nine~~together ~~months~~with ~~ended~~approximately ~~December~~$11,000 31of accrued interest, ~~2008~~were ~~include~~converted into 1,579,466 shares of the ~~following:~~Company’s common stock on March 27, 2008.

	Three months ended December 31, 2008	Nine months ended December 31, 2008
Investor and public relations	$ 136,000	$ 1,020,000
Human resources	360,000	885,000
Legal and professional	196,000	671,000
Marketing and related	262,000	1,215,000
Travel and related	235,000	556,000
Occupancy, communications, and all other, net	172,000	434,000
Total other operating costs	$ 1,361,000	$ 4,781,000

The detachable warrants permit the holders to purchase an aggregate of 1,500,000 shares of common stock of the Company at a price of $0.69 until January 2013 (with respect to 700,000 shares) or February 2013 (with respect to 800,000 shares). The Company concluded that these warrants met the definition of a freestanding financial instrument that could be classified as equity. The Company determined the fair value of these warrants based upon a Black Scholes valuation calculation with the following assumptions: one and one half year expected life, 150% volatility, 2.11% risk free interest rate and a market price of $0.48 for the underlying common stock. The market price was determined based on the ultimate conversion of these notes into common stock at that price shortly after issuance. The fair value, $669,000 was recorded to deferred finance costs and then, upon the conversion of the notes in March 2008, written off.

WeOn ~~expect~~April 1, ~~that~~2009, ~~our~~upon ~~operating~~review ~~expenses~~of EITF 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to and Entity’s Own Stock”, the ~~extent~~Company determined wethat the bridge warrants should have ~~cash~~been recorded as derivative liability. The impact to ~~fund~~the ~~them~~Company’s March 31, ~~will~~2009 ~~continue~~financial statements was immaterial. On April 1, 2009, the Company recorded a charge to ~~increase~~retained inearnings ~~subsequent~~for ~~quarters~~$522,135, asand werecorded ~~focus~~a ~~our~~derivative ~~attention~~liability associated onwith ~~expanding~~the ~~our~~value ~~product~~of ~~introduction~~the bridge warrants. There is no debt discount recorded since the underlying debt was converted in March 2008. At June 30, ~~marketing~~2009, ~~investor~~the ~~and~~Company ~~public~~remeasured ~~relations~~the bridge warrants (see Note 6), and recorded ~~investments~~an inunrealized ~~our~~gain ~~operating~~of ~~infrastructure~~$38,919.

~~Other~~The Company ~~income~~computed ~~(expense)~~the ~~includes~~fair value of the bridge warrants at June 30, 2009 and April 1, 2009 with the following assumptions:

	June 30, 2009			April 1,2009
Expected dividends		0	%		0	%
Expected volatility		156.6	%		149	%
Expected term	4.12 years				3.87
Risk free interest rate		2.54	%		1.39	%

	Three months ended December 31, 2008	Nine months ended December 31, 2008
Derivative liability expense at inception	$ -	($ 26,310,000)
Change in value of derivative liability	12,744,000	28,748,000
Damages accrued under registration rights agreement	-	(893,000)
Amortization of debt discount	(931,000)	(1,605,000)
Interest expense and amortization	(419,000)	(840,000)
Interest income	6,000	40,000
Total other expense	$ 11,401,000	($ 860,000)

Derivatives – As discussed further in Notes 6 and 7 to the unaudited condensed consolidated financial statements, the Company issued Convertible Debentures and Warrants which contain features that have variability in the conversion or exercise price and, with respect to the Warrants, contain a settlement in cash feature if sufficient registered shares cannot be delivered upon exercise of the Warrant. As such, these instruments are accounted for as derivative liabilities because (a) the ultimate amount of shares which we could be required to issue is not known and may increase significantly and (b) we could have to pay cash to the warrant holders for the market value of the shares underlying the warrants. As Derivative liabilities, these uncertainties are reflected as obligations of the Company until they are resolved through conversion, exercise or expiration. In addition, warrants issued to a placement agent, and warrants that were issued to replace warrants issued to investors in the December 2007 equity financings at the accounting acquiree, have the same features and are also accounted for as derivative liabilities. Derivative liability expense for conversion feature of convertible debt, warrants and other warrants of approximately $26,310,000 results from the fair value of these derivative instruments, less the amount allocated to the related convertible debt as debt discount ($5,950,000), and the amounts allocated to deferred finance costs ($1,394,000), at inception. The Company computed the fair value of its derivative instruments at inception by using a Black Scholes calculation assuming a risk free rate of return of 2.7 – 3.2%, expected volatility of 93% and expected life of the conversion feature (three years) and the Warrants (five years) and the quoted market price of the Company’s stock on the day of the measurement. Because the fair value of the Company’s common stock at the dates of inception of the various derivative instruments exceeded the conversion or exercise price of the derivative, the fair value of the derivative reflects both “in the money,” or “intrinsic” value as well as a “time value.” Specifically, at inception of these instruments, the fair value of the Company’s common stock ranged from $1.48 to $2.73 per share and these instruments are convertible or exercisable at prices ranging from $0.75 to $1.00 per share. Therefore, there is an “in the money” value to these instruments. In addition, these instruments have a “time value” that is estimated using a Black Scholes calculation and the assumptions described above. Fair value accounting requires that these derivative liabilities be markedPerf-~~to-market at each reporting period and~~Go ~~therefore,~~Green ~~since the underlying market price of the stock generally decreased from the prices used at inception (ranging from $1.48 to $2.74 per share) to a fair value of $1.10 at September 30~~Holdings, ~~2008 and further to $0~~Inc.33 ~~at December 31, 2008, the Company recorded other income for the aggregate change in value of these derivative liabilities of approximately $12,745,000~~ and $28,748,000 in the three and nine months ended December 31, 2008, respectively. Each reporting period, a charge or credit will be recorded for the change in fair value these derivative liabilities. The principal driver of the charge or credit going forward will be the market price of the Company’s common stock. Specifically, if the market price of the Company’s common stock increases from the prior quarter, the fair value of the derivative liability would increase and conversely, if the market price of the Company’s common stock decreases from the prior quarter, the derivative liability would decrease. An additional driver of the liability going forward could be any additional shares which could become issuable if we trigger certain anti-dilution provisions, for example if we did a dilutive financing.Subsidiary

Registration Rights Agreement – Under a registration rights agreement, the common stock underlying the conversion feature of the Convertible Debentures and the Warrants is required to be registered and maintain such registration. The Company can be assessed liquidated damages, as defined in the related agreements, for the failure to file a registration statement in aNotes ~~certain timeframe or for the failure~~ to ~~obtain~~Condensed orConsolidated ~~maintain~~Financial effectiveness of such registration statement. Such penalties are generally limited to approximately $893,000 in the aggregate. Because obtaining and maintaining effectiveness of the registration statement is not within the Company’s control, the Company has concluded to record a liability for approximately $893,000 representing the liquidated damages that may be assessed if the Company fails to satisfy its registration obligations. The Company’s registration statement was declared effective on February 10, 2009 at which time an aggregateStatements

June 21 30, 2009

approximately $225,000 of liquidated damages, before interest thereon, had accrued under the agreement. If the Company ultimately concludes that it can maintain effectiveness of the registration statement, the remaining liability would be reversed.(Unaudited)

Interest expense and amortization of debt discount – Interest expense on the Convertible Debentures accrues at approximately $149,000 per quarter beginning in May 2008 and approximately $135,000 per quarter subsequent to the conversion on November 4, 2008 (the “Conversion”) of approximately $550,000 face amount of Convertible Debentures into common stock.Note ~~The~~8 ~~amortization~~- Stockholders’ of debt discount represents the amortization of the entire proceeds, $5,950,000 of the Convertible Debentures and Warrants, which was allocated to debt discount, over the three year life of the Convertible Debentures at the rate of approximately $496,000 per quarter beginning in May 2008 and approximately $450,000 per quarter subsequent to the Conversion. In addition, the Company recorded amortization of approximately $166,000 per quarter until the Conversion and approximately $157,000 thereafter to amortize deferred finance costs incurred in placing the Convertible Notes. In connection with the Conversion, approximately $465,000 of debt discount and approximately $121,000 of deferred financing costs were written off to operations in the three and nine months ended December 31, 2008.Deficit

~~Interest~~During ~~income~~the –Three ~~Consists~~Months ofEnded June ~~interest~~30, ~~earned~~2009, onthe ~~bank~~Company ~~deposits~~had ~~and~~the ~~deposits~~following ~~in an institutional money market fund with a broker-dealer.~~equity transactions:

~~Contractual~~(A) Stock ~~Arrangements~~Issued for Future Services

~~Significant~~The Company ~~contractual~~issued ~~obligations~~300,000 asshares of ~~December~~common 31stock for future consulting services, having ~~2008~~a ~~are~~fair asvalue ~~follows:~~of $141,000 ($0.47/share). The value of these services is being amortized over the requisite service period of the agreement, which is two years. During the three months ended June 30, 2009, the Company amortized $5,875 of these services.

Type of Obligation			Amount Due in
	Total Obligation		Less than 1 year	1 to 3 years		4 to 5 Years	More than 5 years
Convertible Debentures (1)	$ 5,400,000	$ -			$5,400,000	$ -	$ -
Derivative liabilities (2)	2,908,000	2,908,000			-	-	-
Facility lease (3)	1,033,000	198,000			628,000	207,000
Employment contracts (4)	1,968,000	791,000			1,177,000
Total	$ 11,309,000	$3,897,000			$7,205,000	$ 207,000	$ -

(B) Common Stock Payable

~~(1)~~The Company ~~See~~received ~~Note~~$800,000 6from tocertain ~~unaudited~~investors. ~~condensed~~The ~~consolidated~~Company ~~financial~~has ~~statements~~not ~~for~~accepted or ~~additional~~formalized ~~information~~the related stock subscriptions, and accordingly has not issued common shares until the terms of the subscriptions become final.

(2C) Stock ~~See~~Issued ~~Note 7 to unaudited condensed consolidated financial statements~~ for ~~additional information.~~Consulting

~~(3)~~The Company ~~See~~issued ~~Note~~392,593 11shares toof ~~unaudited~~common ~~condensed~~stock ~~consolidated~~for ~~financial~~services ~~statements~~rendered, ~~for~~having ~~additional~~a fair ~~information~~value onof ~~the~~$162,500 ~~lease~~(at ~~for~~share ~~the~~prices ~~Company’s~~ranging ~~executive~~from ~~office~~$0.38 to $0.50).

(4D) ~~See Note 11 to unaudited condensed consolidated financial statements for additional information. Amounts include annual increases but not annual bonus eligibility.~~ Stock Options

In June 2008, the Company adopted the 2008 Share Incentive Plan (5the “Plan”) ~~Excludes~~which permits ~~commitments~~the ~~under~~granting anof ~~employment~~stock ~~agreement~~options ~~with~~and another ~~officer~~forms ~~entered~~of ~~into~~stock inbased compensation ~~January~~to ~~2009~~employees and consultants of the Company. Under the Plan, ~~see~~the Company ~~Note~~has 11reserved to10,000,000 ~~Condensed~~shares ~~Consolidated~~of ~~Financial~~common ~~Statements~~stock for issuance under the Plan.

~~Off~~The ~~Balance~~fair value ~~Sheet~~of ~~Arrangements~~each option grant under SFAS No. 123R is estimated on the date of the grant using the Black-Scholes option pricing model with weighted average assumptions as determined in part by management. The expected volatility for the current period was developed by using historical volatility of the Company’s stock history since the reverse acquisition. The risk-free interest rate was developed using the U.S. Treasury yield curve for periods equal to the expected term of the options grant date.

The total grant date fair value of options issued to employees, directors, officers and consultants during the three months ended June 30, 2009 and 2008 was $0.41 and $1.85 per share, respectively. For the three months ended June 30, 2009 and 2008, the Company ~~has~~recognized no$1,624,887 ~~material~~and ~~off~~$6,278,000 ~~balance~~in ~~sheet~~stock-based compensation ~~arrangements~~for ~~that~~employees, ~~are~~officer ~~likely~~and todirectors, ~~have~~respectively. For the athree ~~current~~months orended ~~future~~June ~~effect~~30, on2009 ~~our~~and ~~financial~~2008, ~~condition~~the Company recognized $164,640 and ~~changes~~$494,000 in ~~financial~~stock-based ~~condition~~compensation to consultants, respectively. Additionally, ~~revenues~~for orthe ~~expenses~~three months ended June 30, ~~results~~2009 and of2008, ~~operations~~the Company recognized $162,500 ~~liquidity~~and $2,263,000 ~~capital~~in ~~resources~~compensation orexpense to ~~capital~~consultants ~~expenditures~~for stock issued for past services.

~~Critical Accounting Principles –~~21

WePerf-Go Green ~~have~~Holdings, identified critical accounting principles that affect our condensed consolidated financial statements by considering accounting policies that involve the most complex or subjective decisions or assessments as well as considering newly adopted principalsInc. ~~They~~and ~~are:~~Subsidiary

Use of Estimates, Going Concern Consideration – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management Notes to ~~make~~Condensed ~~estimates~~Consolidated ~~and~~Financial assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Among the estimates we have madeStatements

June 22 30, 2009

in the preparation of the financial statements is an estimate of our projected revenues, expenses and cash flows in making the disclosures about our liquidity in this report. As a development stage company, many variables may affect our estimates of cash flows that could materially alter our view of our liquidity and capital requirements as our business develops. Our unaudited condensed consolidated financial statements have been prepared assuming we are a “going concern”. No adjustment has been made in the unaudited condensed consolidated financial statements which could result should we be unable to continue as a going concern.(Unaudited)

~~Share-Based~~The Company ~~Payments~~valued – We follow SFAS 123(R), “Share-Based Payment” which establishes standards for share-based transactions in which an entity receives employee’s or consultants services for (a) equity instruments of the ~~entity,~~stock ~~such~~options as ~~stock~~of ~~options~~June ~~or warrants~~30, 2009 orand ~~(b)~~2008 ~~liabilities that are~~ based ~~on the fair value of the entity’s equity~~upon ~~instruments or that may be settled by~~ the ~~issuance~~use of ~~such~~a ~~equity~~Black-Scholes ~~instruments.~~option-pricing ~~SFAS~~model ~~123(R)~~using ~~requires that we expense~~ the ~~fair~~following value of stock options and similar awards, as measured on the awards’ grant date. SFAS 123(R) applies to all awards granted after the date of adoption, and to awards modified, repurchased or cancelled after that date.management assumptions:

We estimate the value of stock option awards on the date of grant using the Black-Scholes option-pricing model (the “Black-Scholes model”). The determination of the fair value of share-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates.

	June 30,2009
Risk-free interest rate		2.54	%
Expected dividend yield		0	%
Expected volatility		142.1% - 156.6	%
Expected term	5 years
Expected forfeitures		0	%

IfThe following factors change and we employ different assumptions in the application of SFAS 123(R) in future periods, the compensation expense that we record under SFAS 123(R) may differ significantly from what we have recorded in the current period. There is a ~~high~~summary ~~degree~~ of ~~subjectivity involved when using option pricing models to estimate share-based compensation under SFAS 123(R). Consequently, there is a risk that our estimates of~~ the ~~fair~~Company’s values of our share-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or forfeiture of those share-based payments in the future. Employee stock ~~options~~option may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value may be realized from these instruments that are significantly in excess of the fair values originally estimated on the grant date and reported in our financial statements. During the three months ended December 31, 2008, we do not believe that reasonable changes in the projections would have had a material effect on share-based compensation expense.activity:

The guidance in SFAS 123(R) and Securities and Exchange Commission’s Staff Accounting Bulletin No. 107 and 110 is relatively new, and best practices are not well established. There are significant differences among valuation models, and there is a possibility that we will adopt a different valuation model in the future. Theoretical valuation models are evolving and may result in lower or higher fair value estimates for share-based compensation. The timing, readiness, adoption, general acceptance, reliability and testing of these methods is uncertain. Sophisticated mathematical models may require voluminous historical information, modeling expertise, financial analyses, correlation analyses, integrated software and databases, consulting fees, customization and testing for adequacy of internal controls. The uncertainties and costs of these extensive valuation efforts may outweigh the benefits to investors.

	Options		Weighted Average Exercise Price
Outstanding – March 31, 2008		-		-
Exercised
Granted		7,723,600	$	1.51
Forfeited

Outstanding – March 31, 2009		7,723,600	$	1.51
Granted		360,000	$	.72
Exercised		—	$	—
Forfeited		—	$	—
Outstanding – June 30, 2009		8,083,600	$	1.47
Exercisable – June 30, 2009		8,064,102	$	1.47

Derivative liabilities – SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” requires bifurcation of embedded derivative instruments and measurement of their fair value for accounting purposes. In addition, freestanding derivative instruments such as certain warrants are also derivative liabilities. We estimate the fair value of these instruments using the Black-Scholes option pricing model which takes into account a variety of factors, including historical stock price volatility, risk-free interest rates, remaining term and the closing price of our common stock. Changes in the assumptions used to estimate the fair value of these derivative instruments could result in a material change in the fair value of the instruments. Although we believe the assumptions used to estimate the fair values of the warrants are reasonable, we cannot assure the accuracy of the assumptions or estimates. Derivative liabilities are recorded at fair value at inception and then are adjusted to reflect fair value as at each period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Options Outstanding
Range of Exercise price	Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price

$0.50-$2.00		8,083,600	4.32 years	$	1.47

At December 31, 2008, we had four such derivative instruments principally related to our issuance of Convertible Debentures and Warrants as discussed further in Notes 6 and 7 to the unaudited condensed consolidated financial statements. The Convertible Debentures and Warrants have features which make their conversion or exercise price variable and the Warrants contain provisions calling for cash settlement in certain circumstances. Such derivatives had an aggregate fair value at inception of approximately $34,133,000, after reflecting $5,950,000 as debt discount and approximately $1,874,000 as deferred finance costs. At December 31, 2008, we re-measured the fair value of such derivative instruments and recorded a reduction of our derivative liabilities of22

Perf-Go 23 Green Holdings, Inc. and Subsidiary

~~approximately~~Notes to ~~$16,003,000~~Condensed ~~bringing~~Consolidated ~~the~~Financial ~~resulting derivative liabilities to approximately $18,130,000.~~Statements

~~Recently~~June 30, ~~Issued Accounting Pronouncements~~2009

~~See Note 13 to unaudited condensed consolidated financial statements~~(Unaudited)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Options Exercisable
Range of Exercise price	Number Exercisable		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price

$0.50 - $2.00		8,064,102	4.32 years	$	1.47

~~Market~~At ~~risk~~June 30, is 2009, the ~~sensitivity~~total ofintrinsic ~~income~~value orof ~~loss~~options tooutstanding ~~changes in interest rates, foreign exchanges, commodity prices, equity prices,~~ and ~~other~~exercisable was ~~market driven rates or prices~~$0.

~~Foreign~~Total unrecognized ~~Currency~~share-based ~~Risk~~compensation expense from stock options at June 30, 2009 was $8,646, which is expected to be recognized over a weighted average period of approximately 1.0 years.

~~Currently,~~The wetotal grant ~~have~~date nofair ~~exposure~~value of warrants issued to ~~foreign~~investors ~~currency~~and ~~risk~~consultants asduring ~~all~~the three-month ~~our~~period ~~sales~~ended ~~transactions~~June 30, 2009 ~~assets~~was $.35 per share. For the three-months ended June 30, 2009 and ~~liabilities~~2008, ~~are~~the Company ~~denominated~~recognized $44,096 and $0 in ~~the~~stock-based Ucompensation, respectively.S. The ~~dollar~~warrants granted during 2008 were valued as derivative liabilities as described in Note 6.

~~Interest~~The Company ~~Rate~~valued ~~Risk~~the warrants as of June 30, 2009 utilizing the Black-Scholes option-pricing model using the following management assumptions:

Our exposure to interest rate risk is limited to interest earned from our money market accounts and our interest expense on short-term and long-term borrowings. Currently, this exposure is not significant. Substantial increases in short-term and long-term borrowings to fund growth or make investments, combined with actual changes in interest rates could adversely affect our future results of operations.

Risk-free interest rate		1.39%- 2.54	%
Expected dividend yield		0	%
Expected volatility		142% - 154	%
Expected term	3 - 5 years
Expected forfeitures		0	%

~~Item 4T. Controls and Procedures~~23

(a) Evaluation of Disclosure Controls and Procedures. The Company’s senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13aPerf-~~15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that is designed to~~Go ~~ensure~~Green ~~that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded~~Holdings, ~~processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms~~Inc. ~~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.Subsidiary

~~The~~Notes to ~~Company~~Condensed ~~has~~Consolidated evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision of and with the participation of management, including the Chief Executive Officer and our Interim Chief Financial Officer as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures are effective.Statements

The Company’s predecessor, Perf-Go Green Holdings, Inc., was previously a shell company with the objective to acquire an operating business. As such, it only had to maintain internal and disclosure controls on a very limited number of activities. On May 13, 2008, Perf-Go Green Holdings, Inc. acquired Perf-Go Green, Inc., a privately held, development-stage company, in a transaction accounted for as a reverse acquisition (~~the “Share Exchange”~~Unaudited)~~. Upon the consummation of the Share Exchange, Perf-Go Green Holdings, Inc.’s former internal controls and management were entirely supplanted by those of Perf-Go Green, Inc.~~

~~Our~~The following ~~new~~is and current management acknowledges that they are responsible for establishing and maintaining effective internal control over financial reporting for the Company. Because of the abbreviated period of approximately seven months during which the Company, operating as Perf-Go Green, Inc., was a ~~reporting~~summary ~~company during the nine months ended December 31, 2008, management had not completed, as~~ of ~~December 31, 2008, an assessment of~~ the Company’s ~~internal~~warrant ~~control over financial reporting under a recognized control framework. That assessment process is ongoing and will be completed during the fiscal year ending~~activity:

	Warrants		Weighted Average Exercise Price
Outstanding – March 31, 2008		1,650,000	$	.69
Exercised
Granted		38,688,340	$	.51
Forfeited
Outstanding – March 31, 2009		40,338,340	$	. 51
Granted		75,000	$	.50
Exercised		—	$	—
Forfeited		—	$	—
Outstanding – June 30, 2009		40,413,340	$	.51
Exercisable – June , 2009		40,413,340	$	.51

March 31, 2010. Accordingly, the Company will include management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting in its annual report for that period. As of the date of this filing, management has identified a material weaknesses in that the financial statements of Perf-Go Green, Inc., a private company that we acquired in a reverse acquisition in May 2008, included in our Form 8-K filing on May 16, 2008 have been restated for an accounting error. Such restatement arose due to the failure to record the fair value of warrants issued with convertible debentures as required by generally accepted accounting principles. As we migrate our internal controls as described below, in July 2008 we retained a financial reporting consultant to assist us with our financial and SEC reporting and in June and July we added director with financial expertise to our Board of Directors also formed an audit committee of the board of directors. It is through the addition of these resources and processes that the error was discovered and, as such, we consider this particular weakness to be subsequently remediated by the addition of those resources and processes.

Warrants Outstanding and Exercisable

Range of exercise price	Number Outstanding and Exercisable		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$0.50-$.69		40,413,340	3.90 years	$	.51

~~Management~~At ~~has not made a report~~June 30, we2009 ~~have~~and ~~not had an attestation report of the Company’s registered public accounting firm~~2008, ~~regarding internal control over financial reporting due to~~ the ~~temporary~~total ~~rules~~intrinsic value of ~~the~~warrants ~~Securities~~outstanding and exercisable ~~Exchange~~was ~~Commission that permit a transition period for newly public companies as described above~~$0.

We anticipate that our internal control system will be designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. The steps management expects to undertake include a top-down risk assessment of all risks associated over financial reporting and disclosure, the identification and ranking of risks and the corresponding financial accounts and business processes. Additionally, the associated system applications will be identified, as well as the controls over information technology and general computer controls. Company-wide controls will also be identified and documented. This control environment will be reviewed and assessed to allow management to conclude regarding the effectiveness of the design of the controls as well the operating effectiveness. In making its assessment of internal control over financial reporting, management anticipates using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. We have hired new accounting personnel. In addition, we have implemented a comprehensive new accounting software system and have added resources in financial management and support.24

There are inherent limitations in any system of internal control. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system must consider that resources are not unlimited and the benefits of controls must be considered relative to their costs. Because of thePerf-Go ~~inherent~~Green ~~limitations in all control systems~~Holdings, ~~no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected~~Inc. ~~These inherent limitations include the realities that judgment in decision-making can be faulty,~~ and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.Subsidiary

~~PART~~Notes to IICondensed -Consolidated ~~OTHER~~Financial ~~INFORMATION~~Statements

~~Item~~June 30, ~~1A. Risk Factors~~2009

Any investment in our common stock involves a high degree of risk. The following additional risks were identified during the nine months ended December 31, 2008 as a result of the Share Exchange and related financing activity:(Unaudited)

WeNote ~~need to raise additional capital or take other measures during the quarter ending March 31, 2009 in order to continue our operations and the current credit and financial environment is very uncertain.~~9 Concentrations

~~The~~Statement of ~~Company’s~~Position cash flow projections presently indicate that projected revenues will not be sufficient to fund operations over the coming twelve months. As such, the Company will need to raise additional financing or take other measures in the quarter ending March 31, 2009 in order to continue its operations. To that end, the Company has entered into and is further negotiating, a non94-~~binding term~~6 ~~sheet~~(SOP ~~for a working capital loan facility~~94-6), ~~based~~“ onDisclosure ~~accounts receivable and inventory, for up to $10,000,000~~ of ~~debt~~Certain ~~financing.~~Significant Risks ~~However, as a company that has recently emerged from the development stage, the Company’s ability to accurately project revenues~~ and ~~expenses~~Uncertainties ~~can be significantly impacted by unforeseen events~~,” ~~developments~~addresses ~~and~~corporate ~~contingencies~~vulnerability ~~that cannot be anticipated. For example, the recent instability in the capital markets may make it difficult~~ to ~~raise~~ ~~capital on terms acceptable to the Company, if at all~~concentrations. ~~As such, there can be no assurance that management’s plans to raise additional financing will be successful or sufficient in order to sustain our operations over the coming twelve months.~~

~~Although we emerged from the development stage during the three months ended September 30, 2008, our business is subject to numerous risks as an early stage company.~~(A) Accounts Receivable

Customer	June 30, 2009	March 31, 2008
A	50%	64%
B	15%	-

During the three months ended September 30, 2008, we commenced principal operations and achieved significant revenues, the principal criteria for emerging from the development stage. Emergence from the development stage does not indicate that our operations have less risk; to the contrary, our operations are dependent upon us building successful level of revenues to sustain our operations and with little history to draw on and limited experience in this business, our business faces numerous risks to potential success including but not limited to customer acceptance of our products, competition, having the human and financial resources to achieve our plans, etc. There is no assurance that our business will be successful.(B) Sales

We have issued a substantial number of securities convertible into shares of our common stock which may result in substantial dilution to the ownership interests of our existing stockholder.

Customer	June 30, 2009	March 31, 2008
A	42%	50%
B	40%	23%

In connection with our private placement of Convertible Debentures and Warrants, at June 30, 2008, approximately 31,343,999 million shares of our common stock were reserved for issuance, which equals 130% of the maximum shares of our common stock issuable upon exercise or conversion (~~before adjustment as permitted~~C) of the following securities: (i) 13,992,333 million shares of common stock issuable (before adjustment as permitted) upon conversion of the Notes, and payment of interest thereon, issued as part of the convertible notes and (ii) 17,350,666 million shares of common stock issuable (before adjustment as permitted) upon exercise in full of the Warrants issued to the holders of the convertible notes, certain other investors and the placement agent (without regard to any limitations on exercise). The exercise or conversion of these securities will result in a significant increase in the number of outstanding shares and substantially dilute the ownership interests of our existing stockholders. Purchases

The conversion ratio of the Notes and the exercise price of the Warrants may be substantially below the market price of our stock at the time of exercise.

Vendor		June 30, 2009		March 31, 2008
A		64%		77%

~~The~~Note Notes are currently convertible into our common stock at a fixed ratio of $0.75 per share. The Warrants issued are exercisable at a fixed exercise price of $1.00 per share. Subject to certain exceptions, these conversion ratios and exercise prices are subject to downward adjustment in the event we issue additional shares of common stock at prices below the then-current conversion ratio or exercise10 price. Conversion of the notes or exercise of the warrants is only likely to occur at such time as the conversion ratio or exercise price, as the case may be, is lower than the current market price for our common stock. Issuance of common stock at a price below our current market price would have a dilutive effect on current stockholders and could potentially have a negative impact on our stock priceCommitments

~~Disruptions in world financial markets could impede our ability to raise capital necessary to continue our operations and could have a material adverse impact on our future results of operations~~(A) Litigations, ~~financial~~Claims ~~condition or cash flows,~~ and~~/or~~ ~~could cause the market price of our common stock to decline.~~Assessments

WeFrom ~~face~~time to ~~risks~~time, ~~attendant~~the toCompany ~~changes~~may inbecome ~~economic~~involved ~~environments,~~in ~~changes~~various inlawsuits ~~interest~~and ~~rates~~legal proceedings, ~~and~~which ~~instability~~arise in ~~securities~~the ~~and~~ordinary ~~capital~~course ~~markets,~~of ~~around~~business. ~~the world~~However, ~~among~~litigation is ~~other~~subject ~~factors.~~to ~~Major~~inherent ~~market~~uncertainties, ~~disruptions~~ and ~~the~~an ~~current~~ adverse ~~changes~~result in ~~market~~these ~~conditions~~or ~~and~~other matters ~~the~~may ~~regulatory~~arise ~~climate~~from intime ~~the~~to ~~United~~time ~~States~~that ~~and~~may ~~worldwide~~harm ~~may~~its ~~impair~~business. ~~our~~The ~~ability~~Company tois currently ~~raise~~not ~~capital~~aware ~~under~~of any ~~future~~such ~~financial~~legal ~~arrangements.~~proceedings ~~We cannot~~or ~~predict~~claims ~~how~~that ~~long~~they ~~the current market conditions~~ believe will ~~last. However~~have, ~~these~~individually ~~recent~~or ~~and~~in ~~developing economic and governmental factors may impede our ability to raise~~ the ~~capital necessary to continue our operations~~aggregate, ~~and may have~~ a material adverse ~~effect~~affect on ~~future results of operations~~its business, financial condition or ~~cash~~operating ~~flows and could cause the price of our common stock to decline significantly~~results.

Any investment in our common stock involves a high degree of risk. Some of these many known risks that affect an investment in our Company (there can be others) are described in our Form 8-K filed on May 13, 2008 and include:25

Perf-Go Green ~~Our management team does not have extensive experience in public company matters~~Holdings, ~~which could impair our ability to comply with legal and regulatory requirements~~Inc. ~~- Our internal financial reporting procedures are still being developed~~ and ~~we will need to allocate significant resources to meet applicable internal financial reporting standards.~~Subsidiary

Notes 26 to Condensed Consolidated Financial Statements

- Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In additionJune 30, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price. - There are additional requirements and costs associated with becoming a public company which may prove to be burdensome, especially for a smaller public company. - We became public through the Share Exchange and we may not be able to attract the attention of major brokerage firms. - Affiliates of our Placement Agent are also stockholders of Perf Holdings, and consequently, may have interests which differ from those of our Company. - There is a limited trading market for our common stock. - You may have difficulty trading and obtaining quotations for our common stock. - The market price of our common stock may, and is likely to continue to be, highly volatile and subject to wide fluctuations. - Our operating results may fluctuate significantly, and these fluctuations may cause our stock price to decline. - We do not expect to pay dividends in the foreseeable future. - Investors will experience dilution upon the exercise of Warrants or options. - Directors and officers of the Company have a high concentration of common stock ownership. - Applicable SEC rules governing the trading of “penny stocks” limit the trading and liquidity of our common stock, which may affect the trading price of our common stock.2009

~~For a more complete listing and description of these and other risks that the Company faces please see our Form 8-K filed on May 13, 2008 and Form S-1/A filed on February 9, 2009.~~(Unaudited)

~~Item 5. – Other Information~~(B) Employment Agreements

~~Item~~During the 6period ended March 31, 2009, the Company entered into employment agreements with four officers and four employees. The –significant ~~Exhibits~~terms of the agreements are as follows::

10.1	Office Lease by and between Dryland 5Z, LLC and the Registrant dated October 1, 2008 incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the three and six months ended September 30, 2008 filed on November 14, 2008..
10.2	Employment Agreement dated January 28, 2009 between the Company and Lou Guisto.
31.1	Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Officers

27 3 year terms

~~SIGNATURES~~ Aggregate annual base salaries of $575,000

In Eligibility ~~accordance with the requirements~~ of ~~the~~bonus ~~Exchange~~up ~~Act, the registrant caused this report~~ to be20% ~~signed~~of onbase ~~its behalf by the undersigned, thereunto duly authorized.~~compensation

		PERF-GO GREEN HOLDINGS, INC.
		(Registrant)
Date: February 20, 2009		By: /s/ Anthony Tracy
		Anthony Tracy, Chairman of the Board and
		Chief Executive Officer (Principal Executive Officer)
		By: /s/ Michael Caridi
		Michael Caridi, Chief Operating Officer and Interim
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Annual salary increase of 20%

28(2) Employees

1 to 2 year terms

Aggregate annual base salaries of $366,000

Eligibility of bonus up to 20% of base compensation

Annual salary increase of 20%

Note 11 Subsequent Events

The Company has evaluated for subsequent events between the balance sheet date of June 30, 2009 and August 19, 2009, the date the financial statements were issued and no events of significant were noted.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Some of the statements contained in this Report on Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Report on Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include without limitation:

1. Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

2. Our ability to generate customer demand for our products;

3. The intensity of competition; and

4. General economic conditions.

All written and oral forward-looking statements made in connection with this Report on Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Overview

Background and History; Share Exchange

Perf-Go Green Holdings, Inc., (“Holdings”) formerly known as ESYS Holdings, Inc. (“ESYS”) and La Solucion, Inc., (collectively known as the “Company”) was incorporated in Delaware in April 2005. Its business was originally intended to provide assistance to the non-English speaking Hispanic population in building and maintaining a life in North Carolina but it did not establish operations in connection with its business plan.

On May 13, 2008, the Company entered into a Share Exchange Agreement (the “Share Exchange”) with Perf-Go Green, Inc. (“Perf-Go Green”), a privately-owned Delaware corporation and its stockholders pursuant to which the Company acquired all of the outstanding shares of common stock of Perf-Go Green. Perf-Go Green was originally incorporated as a limited liability company on November 15, 2007 and converted to a “C” corporation on January 7, 2008. As consideration for the Share Exchange, the Company issued an aggregate of 21,079,466 shares of common stock, $0.0001 par value (the “Common Stock”), for the 20,322,767 Perf-Go Green shares outstanding (a 1.03:1 exchange ratio), to the Perf-Go Green stockholders resulting in a change in control of the Company with Perf-Go Green stockholders owning approximately 65% out of a total of 32,279,470, and the former stockholders of the accounting acquiree owning 11,200,004 shares, of the Company’s outstanding common stock at the date of the Share Exchange. In addition, the directors and officers of Perf-Go Green were elected as directors and officers of the Company. As a result of the Share Exchange, the Company has succeeded to the business of Perf-Go Green as its sole business.

The accounting for the Share Exchange, commonly called a reverse acquisition, calls for Perf-Go Green, to be treated as the accounting acquirer. The acquired assets and assumed liabilities of the Company were carried forward at their historical values, which approximated fair value. Perf-Go Green’s historical financial statements, after the restatement the audited consolidated financial statements, are carried forward as those of the combined entity. The common stock and per share amounts have been retroactively restated the earliest period presented to reflect the Share Exchange.

Business, Products and Plans

Our Perf Go Green Brand represents an environmentally friendly “green” company. Our mission continues to be the development and global marketing of eco-friendly, non-toxic, food contact compliant, biodegradable plastic products and other everyday green products that help ensure healthy environments and vibrant communities for families, individuals, children and pets.

The Perf Go Green Products include:

Biodegradable Trash Bags (retail & commercial)

Biodegradable Plastic Drop Cloths

Biodegradable Doggie Duty™ Bags & Cat Pan Liners

PerfPower™ Alkaline Batteries

Perf Go Clean™ Cleaning Products

After launch of our Perf Go Green Biodegradable trash bags, availability has expanded nationwide throughout 25,000 locations in supermarkets, hardware, and drug store chains. The additional launch of Perf Go Green pet products, biodegradable doggie duty bags and cat pan liners, is increasing growth into hardware chains and independent pet stores across the country. In addition, PerfPower™ Batteries and Perf Go Clean Products™ are now being introduced and offered to our current retailers.

A combination of brand building messages are being delivered through several marketing and advertising vehicles, including television, radio, national print, online marketing and search engine optimization, and retail store promotions. We started off our first quarter of 2009 with the Retailers Choice Award from the National Hardware Show. This award joins the award we received in 2008 at the Chicago International Housewares Show Design Defined Honoree .

The Company’s activities have included capital raising to support its business plan, recruiting board and management personnel, establishing sources of supply and customer relationships.

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting By Development Stage Enterprises,” and is subject to the risks associated with activities of development stage companies. While we have raised a significant amount of financing in connection with the Share Exchange, our operations are unproven and therefore it is not certain that we will have sufficient cash to continue our activities for the coming twelve months. We currently do not have any commitments for new funding.

Recent Financings

The Company completed the following financings during the period from November 15, 2007 (inception) to June 30, 2009:

Equity Financing - In December 2007, prior to its merger with Perf-Go Green, Inc., Perf-Go Green Holdings, Inc. (the accounting acquiree) raised $2,100,000 in proceeds in the private placement of 4,200,000 common shares and warrants to purchase 4,200,000 shares of the Company’s common stock. This financing was not conditioned on the reverse acquisition and was done to enhance the ability of the accounting acquiree to consummate a reverse merger transaction. In June 2008, the warrants were reissued to conform to the same terms as the Warrants in the Convertible Debenture and Warrants financing described below and in Note 6 to the audited consolidated financial statements. In March 2009, the Company re-priced the above warrants, and issued an additional 4,200,000 warrants at $.50 per share to these investors . These warrants have the same anti-dilution provision discussed below, and this issuance relates to the anti-dilution provision. The warrants have immediate vesting, and the same net cash settlement provisions as the warrants issued to the convertible debenture holders.

Bridge Notes and Warrants - In January and February 2008, Perf-Go Green, Inc. raised an aggregate $750,000 proceeds through the sale of secured convertible notes (“Bridge Notes”) together with warrants to purchase 1,500,000 shares of the Company’s common stock. The Bridge Notes, together with approximately $11,000 of accrued interest, were converted into 1,579,466 shares of the Company’s common stock in March 2008. In March 2009, the Company re-priced the above warrants, and lowered the exercise price from $.75 per share to $.69, and issued an additional 145,010 detachable Because of the net cash settlement features, and variability of the conversion option in the Convertible Debentures, all of the above Warrants, the conversion option, and the warrants that were re-issued in May 2008 to the December 2007 equity investors, together with certain placement agent warrants all as discussed in Note 6 to the audited consolidated financial statements, these instruments are considered derivative liabilities and are marked-to-market each reporting period. The additional warrants that were granted to the equity investors above was deemed to be a substantial modification of the above debentures, and resulted in an extinguishment of the debentures.

Convertible Debentures and Warrants - In connection with the Share Exchange, on May 13, 2008 and June 10, 2008, the Company raised an aggregate $5,950,000 proceeds a private placement of its senior secured convertible debentures in the principal amount of $5,950,000 and warrants to purchase 7,933,333 shares (“initial warrants”) of the Company’s common stock as described further in Note 7 to the audited consolidated financial statements. The warrants are subject to adjustment for certain anti-dilution provisions. Additionally, during fiscal year 2009, we re-priced the initial warrants to $.50 per share and issued an additional 10,800,000 and 7,933,333 warrants to the equity investors on the same terms as the initial warrants above. The 7,933,333 additional warrants were issued as a result of the anti-dilution provision.

In March 2009, for no additional consideration to the Placement Agent, the Company re-priced the above warrants to $.50 per share and issued an additional 1,213,333 warrants for $.50 per share. These warrants have the same anti-dilution provisions as the warrants issued to the convertible debt investors, and accordingly, this issuance relates to that provision Because the above warrants have the same variable exercise price feature, and cash settlement provisions, as the Investor Warrants described above, these warrants are also considered derivative liabilities. As such, their fair value at inception of approximately $1,394,000 was charged to derivative liability expense and this amount is required to be marked-to-market at each reporting period.

In March 2009, we issued 800,000 warrants at $1.00 per share as part of a credit facility to a lender . These warrants have the same net cash settlement features as the above warrants, and accordingly, as more fully described in note 6 to the audited consolidated financial statements, were recorded as a derivative liability.

Financial Condition, Liquidity and Capital Resources

As indicated in the accompanying condensed consolidated financial statements, at June 30, 2009, the Company had $0 cash and $16,280,093 in negative working capital and a stockholders’ deficit of $(14,892,410).

For the three-month period ended June 30, 2009, the Company had a loss from operations of $(2,962,511) (and a net loss of $(2,615,503)) and utilized $ 777,515 of cash in operating activities. Further, losses from operations are continuing subsequent to June 30, 2009 and the Company anticipates that it will continue to generate significant losses from operations for the near future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company believes its current available cash along with anticipated revenues will be insufficient to meet its cash needs for the near future and its ability to continue as a going concern is in question. The Company has been actively negotiating with a number of potential investors to obtain additional financing to meet its cashflow needs for at least the next several weeks. At the present time, these additional financings have not been consummated and there can be no assurance that the Company will be able to obtain sufficient financing on acceptable terms, if at all. In the event the Company cannot obtain the needed financing within the next several weeks, the Company may have to materially curtail or even cease its operations. The Company is making every effort to remedy this situation, but there can be no assurance such efforts will be successful, and the Company is considering all options.

We currently have no material commitments for capital expenditures.

Results of Operations

We began operations on November 15, 2007 and emerged from the development stage during the three months ended September 30, 2008 as we commenced principal operations and generated significant revenues. Our activities from November 15, 2007 through the period ended June 30, 2009 have included capital raising (resulting in the debt and equity-based financing described in Recent Financings above), development and marketing of our biodegradable plastic products, development of mass market product distribution networks for the intended distribution of the products, recruiting personnel, development of an infrastructure to support the planned business and commencement of revenues.

Our results of operations for the three-month periods ended June 30, 2009 and 2008 are as follows:

	June 30, 2009			June 30, 2008
Revenues	$	543,310		$	1,000
Loss from operations		(2,962,511	)		(10,815,000	)
Other income (expense)		347,008			(22,036,000	)
Net (loss)	$	(2,615,503	)	$	(32,851,000	)

Revenues for the three-month period ended June 30, 2009 primarily reflect shipments to Walgreens and CVS Pharmacy as well as sales to a variety of smaller customers.

Loss from operations was driven by general and administrative costs of $2,992,558 and $10,815,000 for the three-month periods ended June 30, 2009 and 2008, respectively. Included in general and administrative costs for the three-month period ended June 30, 2009 are non-cash charges for stock compensation of $1,952,027, including stock compensation for employees, officers, and directors of $1,624,887, and $327,140 to various consultants, respectively. We expect to incur significant increases in stock-based compensation as we issue additional options and stock grants to employees, directors, officers and consultants. Stock-based compensation included in general & administrative costs for the three-month period ended June 30, 2008 was $6,278,000 for employees, officers, and directors, and $494,000 for consultants. Additionally, 884,194 shares of common stock was issued to consultants resulting in $2,263,000 of stock-based expense for the three-month period ended June 30, 2008.

Other general and administrative expenses excluding stock-based compensation consisted of the following for the three-month periods ended June 30, 2009 and 2008:

	June 30, 2009		June 30, 2008
Salary expense and related	$	327,088	$	177,000
Advertising		54,279		146,000
Investor relations & marketing		44,490		829,000
Legal and professional		125,156		204,000
All other general & administrative		489,518		424,000
	$	1,040,531	$	1,780,000

We expect that our operating expenses, to the extent we have cash to fund them, will continue to increase in subsequent quarters as we focus our attention on expanding our product introduction, marketing, investor and public relations and investments in our operating infrastructure.

Other income (expense) includes the following:

	June 30, 2009			June 30, 2008
Derivative liability expense at	$	-0-		$	(26,310,000)
Change in value of derivative liability		1,250,016		$	5,439,000
Damages accrued under registration rights agreement				$	(893,000)
Amortization of debt discount		(615,050	)	$	(178,000)
Amortization of debt issuance costs		(158,078	)	$	(51,000)
Interest expense and amortization		(129,880	)		(54,000	)
Interest income		-0-			11,000
Total other income (expense)	$	347,008		$	(22,036,000	)

Derivatives – As discussed further in Notes 6 to the condensed consolidated financial statements, the Company issued Convertible Debentures and Warrants which contain features that have variability in the conversion or exercise price and, with respect to the Warrants, contain a settlement in cash feature if sufficient registered shares cannot be delivered upon exercise of the Warrant. As such, these instruments are accounted for as derivative liabilities because (a) the ultimate amount of shares which we could be required to issue is not known and may increase significantly and (b) we could have to pay cash to the warrant holders for the market value of the shares underlying the warrants. As Derivative liabilities, these uncertainties are reflected as obligations of the Company until they are resolved through conversion, exercise or expiration.

Fair value accounting requires that these derivative liabilities be marked-to-market at each reporting period. For the three-month periods ended June 30, 2009 and 2008, the Company recorded other income of $1,250,016 and $5,439,000, respectively related to the decrease in the fair value of the derivatives. The decrease in value is driven primarily by the decrease in the Company stock prices during these periods. During the three-month period ended June 30, 2009 the Company’s stock price decreased from $.38 per share at March 31, 2009 to $.35 per share at June 30, 2009. During the three-month period ended June 30, 2008, the Company’s stock price was more volatile, and accordingly, the significant decrease in the stock price in this period reflects the higher income associated with this volatility. An additional driver of the liability going forward could be any additional shares which could become issuable if we trigger certain anti-dilution provisions, for example if we did a dilutive financing. The derivative expense during the three-month period June 30, 2009 was $-0-, as the Company did not issue any derivative instruments during this time period. Conversely, during the three-month period ended June 30, 2008, the Company issued the convertible debenture and warrants described above, which related in derivative expense at the commitment date during this time period.

Registration Rights Agreement – Under a registration rights agreement, the common stock underlying the conversion feature of the Convertible Debentures and the Warrants is required to be registered and maintain such registration. The Company can be assessed liquidated damages, as defined in the related agreements, for the failure to file a registration statement in a certain timeframe or for the failure to obtain or maintain effectiveness of such registration statement. Such penalties are generally limited to approximately $893,000 in the aggregate. Because obtaining and maintaining effectiveness of the registration statement is not within the Company’s control, the Company has concluded to record a liability for approximately $893,000 representing the liquidated damages that may be assessed if the Company fails to satisfy its registration obligations. The Company’s registration statement was declared effective on February 10, 2009 at which time an aggregate of approximately $225,000 of liquidated damages, before interest thereon, had accrued under the agreement. If the Company ultimately concludes that it can maintain effectiveness of the registration statement, the remaining liability would be reversed.

Interest expense and amortization of debt discount – The Comp any accrues interest on the face amount of the convertible debentures at 10% per annum, and is payable quarterly in cash or equity. For the three-month periods ended June 30, 2009 and 2008, the Company recognized $129,880 and $54,000, respectively in interest expense related to the convertible debentures. The debt discount is amortized into interest expense for any conversions of the debentures based on the pro-rata amount of debenture converted to total debt. For the three-month periods ended June 30, 2009 and 2008, the Company amortized $615,050 and $178,000 of debt discount into interest expense (this includes any accelerated amortization for conversions during these periods). The higher interest expense in the current period reflects additional discount subsequent to June 30, 2008, as well as the fact that the debentures were not outstanding for the entire three-month period ended June 30, 2008.

Interest income – Consists of interest earned on bank deposits and deposits in an institutional money market fund with a broker-dealer.

Off Balance Sheet Arrangements

The Company has no material off balance sheet arrangements that are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.

Critical Accounting Principles

We have identified critical accounting principles that affect our condensed consolidated financial statements by considering accounting policies that involve the most complex or subjective decisions or assessments as well as considering newly adopted principals. They are:

Use of Estimates, Going Concern Consideration – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Among the estimates we have made in the preparation of the financial statements is an estimate of our projected revenues, expenses and cash flows in making the disclosures about our liquidity in this report. As a development stage company, many variables may affect our estimates of cash flows that could materially alter our view of our liquidity and capital requirements as our business develops. Our unaudited condensed consolidated financial statements have been prepared assuming we are a “going concern”. No adjustment has been made in the unaudited condensed consolidated financial statements which could result should we be unable to continue as a going concern.

Share-Based Payments – We follow SFAS 123(R), “Share-Based Payment” which establishes standards for share-based transactions in which an entity receives employee’s or consultants services for (a) equity instruments of the entity, such as stock options or warrants, or (b) liabilities that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS 123(R) requires that we expense the fair value of stock options and similar awards, as measured on the awards’ grant date. SFAS 123(R) applies to all awards granted after the date of adoption, and to awards modified, repurchased or cancelled after that date.

If factors change and we employ different assumptions in the application of SFAS 123(R) in future periods, the compensation expense that we record under SFAS 123(R) may differ significantly from what we have recorded in the current period. There is a high degree of subjectivity involved when using option pricing models to estimate share-based compensation under SFAS 123(R). Consequently, there is a risk that our estimates of the fair values of our share-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or forfeiture of those share-based payments in the future. Employee stock options may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, value may be realized from these instruments that are significantly in excess of the fair values originally estimated on the grant date and reported in our financial statements.

At June 30, 2009, we had derivative instruments principally related to our issuance of Convertible Debentures and Warrants as discussed further in Note 6 to the condensed consolidated financial statements. The Convertible Debentures and Warrants have features which make their conversion or exercise price variable and the Warrants contain provisions calling for cash settlement in certain circumstances. As of June 30, 2009, we have a derivative liability of $14,620,925. The decrease in the derivative liability from inception represents the decrease in the market price of our stock during the periods presented.

Recent Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4A(T). Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Company’s senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that is designed to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange 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.

The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision of and with the participation of management, including the Chief Executive Officer and our Acting Chief Financial Officer as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Acting Chief Financial Officer have concluded that our disclosure controls and procedures are not fully effective. We have identified certain material weaknesses in the Company’s ability to timely and accurately generate the needed information to fully comply with its reporting requirements. We have recently begun reporting as a public company and are in the process of obtaining the assistance needed to generate financial statements and reports to be filed with the Securities and Exchange Commission which fully comply as to required contents and which can be provided on a timely basis. In addition, the recent departure of our Chief Financial Officer has hampered this effort.

(b) Changes in Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act (“ICFR”). Our ICFR should be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The failure to maintain effective ICFR could result in a deficiency or deficiencies in internal controls such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

The Company’s predecessor, Perf-Go Green Holdings, Inc., was previously a shell company with the objective to acquire an operating business. As such, it only had to maintain internal and disclosure controls on a very limited number of activities. On May 13, 2008, Perf-Go Green Holdings, Inc. acquired Perf-Go Green, Inc., a privately held, development-stage company, in a transaction accounted for as a reverse acquisition (the “Share Exchange”). Upon the consummation of the Share Exchange, Perf-Go Green Holdings, Inc.’s former internal controls and management were entirely supplanted by those of Perf-Go Green, Inc.

Our current management acknowledges that they are responsible for establishing and maintaining effective internal control over financial reporting for the Company. Because of the abbreviated period of approximately twelve months during which the Company, operating as Perf-Go Green, Inc., was a reporting company during the period ended June 30, 2009, management had not completed an assessment of the Company’s internal control over financial reporting under a recognized control framework. That assessment process is ongoing and will be completed during the fiscal year ending March 31, 2010. Accordingly, the Company will include management’s required and formal report on its assessment of the effectiveness of the Company’s internal control over financial reporting in its annual report for that period.

Management has identified the following material weaknesses in the Company’s ICFR set forth below during the period covered by this report. Management has taken and continues to take steps required, in its opinion, to correct these deficiencies.

Financial Statements for Perf-Go Green, Inc.

The financial statements of Perf-Go Green, Inc., a private company that we acquired in a reverse acquisition in May 2008, included in our Form 8-K filing on May 16, 2008 have been restated for an accounting error. Such restatement arose due to the failure to record the fair value of warrants issued with convertible debentures as required by generally accepted accounting principles. As we migrate our internal controls as described below, in July 2008 we retained a financial reporting consultant to assist us with our financial and SEC reporting and in June and July we added director with financial expertise to our Board of Directors. We also formed an audit committee of the board of directors. It is through the addition of these resources and processes that the error was discovered and, as such, we consider this particular weakness to be subsequently remediated by the addition of those resources and processes.

Financial Statement Close Process

There are insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and applications of US GAAP and SEC disclosure requirements.

There is a lack of formal process and timeline for closing the books and records at the end of each reporting period.

There is insufficient expertise with US generally accepted accounting principles, SEC rules and regulations, for review of critical accounting areas and disclosures and material non-standard transactions.

The Company currently has an insufficient level of monitoring and oversight controls for review and recording of stock issuances, agreements and contracts, including insufficient documentation and review of the selection and application of generally accepted accounting principles to significant non-routine transactions.

These weaknesses restrict the Company’s ability to timely gather, analyze and report information relative to the financial statements.

Entity Level Controls

The Company currently has insufficient resources (including a dedicated Chief Financial Officer) and an insufficient level of monitoring and oversight, which may restrict the Company’s ability to gather, analyze and report information relative to the financial statements in a timely manner, including insufficient documentation and review of the selection and application of generally accepted accounting principles to significant non-routine transactions. Due to insufficient resources, the Company does not have the capacity nor does it take action to monitor the functioning of its system of internal control, which is a material weakness.

Functional Controls and Segregation of Duties

We have ineffective controls relating to the recording of revenue.

Because of our limited resources, there are limited controls over information processing, and insufficient internal controls over the accuracy, completeness and authorization of transactions.

There is an inadequate segregation of duties consistent with control objectives. Our management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist a situation which is common in new companies. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties, which the Company is presently evaluating. Management will continue to reassess this matter in the following year to determine whether improvement in segregation of duties is feasible.

Management believes that the material weaknesses as set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results.

Remedial Action

We are committed to improving our financial organization. As part of this commitment, we will hire a qualified chief financial officer to oversee our accounting and financial reporting functions and increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. Management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. These personnel will provide the depth of knowledge and time commitment to provide a greater level of review for corporate activities. Until we have a qualified full-time Chief Financial Officer, we have retained the services of qualified consultants to assist the Company in the preparation of its financial statements and the satisfaction of its SEC regulatory requirements.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies and others which we may identify during the fiscal year ended March 31, 2010.

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

There were no significant changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting for period ended June 30, 2009.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

Any investment in our common stock involves a high degree of risk. The following additional risks were identified during the three months ended June 30, 2009:

We need to raise additional capital or take other measures during the quarter ending June 30, 2009 in order to continue our operations and the current credit and financial environment is very uncertain.

The Company’s cash flow projections presently indicate that projected revenues will not be sufficient to fund operations in the near future and its ability to continue as a going concern is in question. As such, the Company will need to raise additional financing or take other measures in the coming weeks in order to continue its operations. The Company has been actively negotiating with a number of potential investors to obtain additional financings which have not been consummated and there can be no assurance that the Company will be able to obtain the needed financings on acceptable terms, if at all. In the event the Company cannot obtain the needed financing within the next several weeks, the Company may have to materially curtail or even cease its operation. The Company is making every effort to remedy this situation, but there can be no assurance such efforts will be successful.

Item 1B. Legal Proceedings

None

For a more complete listing and description of these and other risks that the Company faces please see our Form 8-K filed on May 13, 2008 and Form S-1/A filed on February 9, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 1, 2009, the Company agreed to issue Joseph Tracy 75,000 shares of its common stock at a price per share of $0.50 under the Company’s 2008 Share Incentive Plan in consideration for certain consulting services.

In April 2009, the Company issued Excalibur Limited Partnership 250,000 shares of its common stock under the Company’s 2008 Share Incentive Plan for certain consulting services.

On April 27, 2009, the Company issued Optimus Solutions Consulting 130,400 shares of its common stock under the Company’s 2008 Share Incentive Plan for certain consulting services.

In April, May and June of 2009, the Company issued BGR Government Affairs, LLC (“BGR”) $67,593 shares of the Company’s Common Stock. The term of the Company’s consulting agreement with BGR calls for monthly issuances of $10,000 of stock for the term of the agreement, subject to the approval of the Company’s Board of Directors. The Shares shall be issued under the Company’s 2008 Share Incentive Plan.

On June 1, 2009, the Company agreed to issue PR Financial Marketing, LLC 300,000 shares of its common stock and options to purchase an additional 200,000 shares of its common stock at an exercise price of $0.75 per share under the Company’s 2008 Share Incentive Plan in consideration for certain consulting services.

In April, May and June of 2009, the Company agreed to issue certain investors up to 1,796,240 shares of its common stock at a prices per share ranging from $.35 to $.50 per share under the Company’s 2008 Share Incentive Plan.

Item 3. Defaults Upon Senior Securities

In May and June, 2009, the Company defaulted on the payment of its quarterly interest to the holders of the convertible debentures issued in May and June 2008.

Item 4. Submission of Matters to a Vote of Security Holders.

In May 2009, the Company received the written consent of the holders of a majority of its outstanding common stock: (a) increasing the number of authorized shares of common stock from 100,000,000 shares of common stock to 250,000,000 shares of common stock and (b) approving the Company’s 2008 Share Incentive Plan.

Item 5. Other Information.

None.

Item 6. – Exhibits

3.1

Amendment to Certificate of Incorporation.

31.1

Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PERF-GO GREEN HOLDINGS, INC.
		(Registrant)

Date: August 18, 2009	By:	/s/ Anthony Tracy
		Anthony Tracy, Chairman of the Board and
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Michael Caridi
		Michael Caridi, Chief Operating Officer and Interim
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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