Item 1.01 Entry into a Material Definitive Agreement

On November 6, 2009, Perf-Go Green Holdings, Inc. (the "Company") and its various Noteholders including, Dr. Sadah and Ms. Dror, Bhansali Equities, Semper Gestion, E.G.G. Pension, Whalehaven Capital LP ("Whalehaven"), Brio Capital and Excalibur Special Opportunity Fund LP entered into a debt conversion agreement (the "Debt Conversion Agreement"). Pursuant to the Debt Conversion Agreement, all Noteholders agreed to convert the aggregate principal amount of $2,565,471.25 and accrued interest of $179,695.12 of its indebtedness into 27,451,664 restricted shares of common stock of the Company.

The foregoing description of the Debt Conversion Agreement and related documents does not purport to be complete and is qualified in its entirety by reference to these agreements which are attached as exhibits to this Current Report and are incorporated into this Item by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.10 Debt Conversion Agreement dated November 6, 2009.

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