UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): ~~August~~November 266, 2009 PERF-GO GREEN HOLDINGS, INC. (Exact name of registrant as specified in its charter)

Delaware	333-141054	20-3079717
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

12 East 52nd Street, 4th Floor, New York, New York 10022 (Address of principal executive offices) (zip code) (212) 935-3550 (Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~o Written~~ oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~o Soliciting~~ oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~o Pre~~oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~o Pre~~oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On November ~~August 26~~6, 2009, Perf Go-Go Green Holdings, Inc. (the “~~Registrant~~Company”) ~~entered~~and ~~into~~its avarious Noteholders ~~short~~including, ~~term~~Dr. ~~loan~~Sadah ~~transaction~~and ~~(the~~Ms. ~~“Offering”)~~Dror, ~~with~~Bhansali Equities, Semper Gestion, E.G.G. Pension, Whalehaven Capital ~~Fund~~LP ~~Limited~~ (“Whalehaven”), inBrio ~~the~~Capital ~~principal~~and Excalibur ~~amount~~Special ofOpportunity ~~$200,000~~Fund inLP entered ~~the~~into ~~form~~a ofdebt anconversion agreement ~~unsecured convertible debenture~~ (the “~~Debenture~~Debt Conversion Agreement”). Pursuant ~~The~~to ~~Debenture~~the ~~shall: (i) mature and be repaid in 90~~Debt ~~days,~~Conversion ~~(ii) accrue interest at a rate of 22% per annum and (iii) shall be initially convertible into 400~~Agreement,~~000~~ ~~shares~~all ofNoteholders ~~common~~agreed ~~stock~~to ofconvert the ~~Company~~aggregate atprincipal amount ~~an initial conversion price~~ of $2,565,471.5025 ~~per~~and ~~share,~~accrued atinterest ~~the election~~ of ~~the~~$179,695.12 ~~holder~~ of ~~the~~its ~~Debenture.~~indebtedness into ~~In connection with this loan transaction the Registrant issued Whalehaven warrants to purchase 100~~27,~~000~~451,664 restricted shares of ~~our~~ common stock ~~at an exercise price~~ of ~~$.50~~the ~~per share~~Company. ~~The warrant is exercisable for a period of five years (the “Warrant”).~~

InThe foregoing ~~effecting~~description ~~the Offering, the Registrant relied on the exemption from registration provided by Section 4(2)~~ of the ~~Securities~~Debt ~~Act~~Conversion ofAgreement ~~1933, as amended,~~ and ~~Rule~~related ~~506~~documents does ~~promulgated thereunder. The Registrant did~~ not ~~engage~~purport into ~~any~~be ~~public~~complete ~~advertising~~and oris ~~general~~qualified ~~solicitation~~ in ~~connection with this transaction. The Registrant provided Whalehaven with disclosure of the material aspects of~~ its ~~business.~~entirety ~~Whalehaven~~by ~~represented~~reference to these ~~the~~agreements ~~Company~~which ~~that~~are itattached ~~was an “accredited investor”~~ as ~~defined~~exhibits ~~under~~to ~~Regulation~~this DCurrent ~~under~~Report ~~the~~and ~~Securities~~are incorporated ~~Act~~into ofthis ~~1933,~~Item asby ~~amended~~reference.

Item 2 8.0301 Other ~~- Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Events

~~The~~See ~~information set forth under~~ Item 1.01 ~~of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.~~above

Item 3 9.0201 Financial –Statements ~~Unregistered~~and ~~Sales of Equity Securities.~~Exhibits

~~The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.02 in its entirety.~~(d) Exhibits

~~Item 8~~ 10.0110 Debt Conversion ~~–Other~~Agreement ~~Events~~dated November 6, 2009.

As indicated in the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 and other periodic filings with the SEC, the Registrant 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. While the short-term loan transaction herein described provides the Registrant with funds to meet its cashflow needs for the short-term, additional financings will be required in the near future. The Registrant is actively negotiating with potential investors to provide additional investment. However, 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 1 –2 months, 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.SIGNATURES

~~Item~~Pursuant to ~~9.01~~the ~~Financial~~requirements ~~Statements~~of the Securities and ~~Exhibits~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

None.

	Perf-Go Green Holdings, Inc.

Dated: November 6, 2009	By:/s/Anthony Tracy
	Name: Anthony Tracy
	Title: Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Perf-Go Green Holdings, Inc.
August 31, 2009	By:	/s/ Anthony Tracy
		Anthony Tracy Chief Executive Officer

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