UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March ~~July 31~~6, ~~2008~~2009

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~~SURFECT HOLDINGS~~Surfect Holdings, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

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Delaware	33-132597	88-0513176
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1800 West Broadway Road, Tempe, Arizona, 85282

(Address of Principal Executive Office) (Zip Code)

(480) 968 - 2897

(Registrant’s telephone number, including area code)

N/A

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

¨ Pre-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~~5. 02.

~~Item 3.02. Unregistered Sale~~Departure of ~~Equity~~Directors ~~Securities~~or Principal Officers; Election of Directors; Appointment of Principal Officers.

On ~~July 31,~~ ~~2008,~~March ~~Surfect Holdings~~6, ~~Inc. (the “Company”) entered into an agreement with two investment funds raising $400~~2009,~~000~~ inLaurence ~~gross proceeds from the sale of 8,000,000 shares of common stock at $0~~P.05 ~~per~~Wagner ~~share.~~resigned ~~Mr.~~as ~~Mark T. Cox,~~ a director of ~~the~~Surfect ~~Company~~Holdings, ~~is chief executive officer of both of the funds and has sole voting and investment power over shares held by them~~Inc. ~~He disclaims beneficial ownership of the shares owned by them.~~

Through the date of this Report, the Company has received an additional $200,000 in gross proceeds from the sale of shares of common stock at $0.05 per share. The Company is seeking to raise at least $2~~,100,000 on a best efforts basis including the proceeds received to date.~~

The common stock was offered and sold solely to “accredited investors” in reliance on the exemption from registration afforded by Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933.SIGNATURES

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

~~Pursuant to~~SURFECT ~~the requirements of the Securities Exchange Act of 1934~~HOLDINGS, ~~the~~INC. ~~Registrant has duly~~By: ~~caused~~/s/ ~~this~~STEVEN ~~report~~ANDERSON toSteven beAnderson ~~signed~~Chief onExecutive ~~its behalf by the undersigned, hereunto duly authorized.~~Officer

~~SURFECT HOLDINGS, INC. By~~Date: March ~~/s/ Anthony M. Maffia~~12, ~~Jr. Anthony M. Maffia, Jr. Chief Financial Officer~~2009

~~Date: August 6, 2008~~3

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