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): November 6, 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)

SECURITIES AND EXCHANGE COMMISSION

~~12 East 52nd Street~~Washington, D.C. ~~4th Floor New York, New York 10022 (Address of principal executive offices) (zip code) (212) 935-3550 (Registrant’s telephone number, including area code)~~20549

~~(Former~~FORM ~~Name or Former Address, if Changed Since Last Report)~~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): February 24, 2010

PERF-GO GREEN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-141054	20-3079717
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12 E. 52nd Street,

4th Floor

New York, NY 10022

(Address of principal executive offices)

(212) 935-3550

(Telephone number, including area code)

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):

~~oWritten~~ ¨ 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))

~~oSoliciting~~Item ~~material~~5.02 Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~14a-12~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; Appointment ~~(17~~of ~~CFR~~Certain Officers; Compensatory Arrangements of Certain ~~240~~Officers.~~14a-12)~~

~~oPre-commencement~~Resignation ~~communications~~of ~~pursuant~~Director toand ~~Rule~~Senior ~~14d-2(b)~~Vice ~~under~~President ~~the~~of ~~Exchange~~Governmental ~~Act (17 CFR 240.14d-2(b))~~Affairs

~~oPre-commencement~~Effective ~~communications~~February ~~pursuant~~24, to2010, ~~Rule~~Mr. ~~13e~~Charles Gargano resigned from his positions as a Director and as Senior Vice President of Governmental Affairs of Perf-4Go Green Holdings, Inc. (cthe “Company”). Mr. ~~under~~Gargano’s resignation was not a result of any disagreements relating to the ~~Exchange~~Company’s ~~Act~~operations, ~~(17~~policies ~~CFR~~or ~~240~~practices.~~13e-4(c))~~

~~Item~~Resignation ~~1.01 Entry~~of ~~into a Material Definitive Agreement~~Directors

OnEffective ~~November~~February 624, ~~2009~~2010, ~~Perf-Go~~Gov. ~~Green~~George ~~Holdings, Inc~~E. ~~(the~~Pataki ~~“Company”)~~resigned ~~and~~from ~~its~~his ~~various Noteholders~~position ~~including,~~as ~~Dr.~~a Director ~~Sadah~~of ~~and~~the MsCompany. ~~Dror, Bhansali Equities, Semper Gestion, E~~ Gov.~~G.G.~~ ~~Pension,~~Pataki’s ~~Whalehaven~~resignation ~~Capital~~was LPnot ~~(“Whalehaven”), Brio Capital and Excalibur Special Opportunity Fund LP entered into~~ a ~~debt~~result ~~conversion agreement~~of ~~(the “Debt Conversion Agreement”). Pursuant to the Debt~~any ~~Conversion~~disagreements ~~Agreement,~~relating ~~all Noteholders agreed~~ to ~~convert~~ the ~~aggregate~~Company’s ~~principal amount of $2~~operations,~~565,471.25~~ ~~and~~policies ~~accrued interest of $179,695.12 of its indebtedness~~or ~~into 27,451,664 restricted shares of common stock of the Company~~practices.

~~The~~Effective ~~foregoing~~February ~~description~~24, of2010, ~~the~~Mr. ~~Debt~~Robert ~~Conversion~~Dubner ~~Agreement~~resigned ~~and~~from ~~related~~his ~~documents does~~position ~~not~~as ~~purport~~a toDirector beof the ~~complete~~Company. Mr. ~~and~~Dubner’s isresignation ~~qualified~~was innot ~~its~~a ~~entirety~~result byof ~~reference to~~any ~~these~~disagreements ~~agreements~~relating ~~which are attached as exhibits~~ to ~~this~~the ~~Current~~Company’s ~~Report~~operations, ~~and~~policies ~~are~~or ~~incorporated into this Item by reference~~practices.

~~Item~~Effective 8February 24, 2010, Mr.~~01 Other~~ ~~Events~~David Bach resigned from his position as a Director of the Company. Mr. Bach’s resignation was not a result of any disagreements relating to the Company’s operations, policies or practices.

See Item 1.01 above

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

~~10.10 Debt Conversion Agreement dated November 6, 2009.~~Exhibit

Number Description

None

SIGNATURES

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

	Perf-Go Green Holdings, Inc.
Dated: March 1, 2010		PERF-GO GREEN HOLDINGS, INC.
Dated: November 6, 2009	By:/s/Anthony Tracy
	By:	/s/ Michael Caridi
	Name: Anthony Tracy
		Michael Caridi Director & Chief Operating Officer
	Title: Chief Executive Officer

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