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): ~~January~~February 104, 2011

CLEAR-LITE HOLDINGS, INC.

(Exact Name of Registrant As Specified In Charter)

Nevada		000-52877		20-8257363
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employee Identification No.)

102 NE 2nd Street, PMB 400

Boca Raton, Florida 33432-3908

(Address of Principal Executive Offices)

(561) 544-6966

(Registrant’s 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:

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Departure~~Appointment of Chairman of the Board of Directors~~, Chief Executive Officer, President, Secretary~~

On ~~January~~February 104, 2011, ~~Thomas J. Irvine resigned from his respective positions as Chairman of~~ the ~~Board~~board of ~~Directors,~~directors ~~Chief Executive Officer, President, and Secretary~~ of Clear-Lite Holdings, Inc. (~~the “~~"Company~~” or “Clear-Lite”~~")~~. His~~, ~~resignation~~appointed ~~was~~Milton ~~not~~C. ~~the~~Ault ~~result~~III ofas ~~any disagreements with~~ the Company ~~on any matters relating to the Company~~’s ~~operations,~~chairman ~~policies~~of orthe ~~practices. A~~board ~~copy~~ of Mrdirectors. ~~Irvine’s~~Below ~~resignation letter~~ is ~~attached~~a ~~hereto~~description asof ~~Exhibit 17~~Mr.1 ~~and~~Ault’s ~~incorporated~~relevant ~~herein~~business ~~in its entirety by reference.~~experience:

~~Departure~~Milton ofC. ~~Senior~~Ault ~~Vice~~III, ~~President~~age of41, ~~Marketing~~Chairman

OnMilton ~~January~~C. 10Ault has served as the President and Chief Executive Officer of Zealous, ~~2011~~Inc. (“Zealous”), ~~Lisa~~from AAugust 2007 until June 4, 2010, and a member of Zealous’s board of directors since October 2007. ~~Niedermeyer~~Between ~~resigned~~June ~~from~~and ~~her~~July ~~position~~of as2007, ~~Senior~~Mr. Ault was President of Zealous. Between July 2007 and August 2007, Mr. Ault was the Executive Vice President of ~~Marketing~~Zealous. As of May 2008, Mr. Ault has served as the ~~Company~~chairman, director, Chief Executive Officer and President of ASNI-II, Inc. ~~Her~~, ~~resignation~~a ~~was~~wholly ~~not~~owned subsidiary of Zealous. Mr. Ault was the ~~result~~chairman, Chief Executive Officer and President of ~~any~~Zealous ~~disagreements~~Holdings, ~~with~~Inc. (“Zealous Holdings”) from June 2005 to May 2008. Mr. Ault is the ~~Company~~manager onand ~~any~~Chief ~~matters~~Investment ~~relating~~Officer of Zealous Asset Management, LLC, a wholly owned subsidiary of Zealous. Mr. Ault was a registered representative at Strome Securities, LP, from July 1998 until December 2005. Mr. Ault was elected to the ~~Company’s~~board ~~operations~~of directors of Patient Safety Technologies (formally Franklin Capital Corp.) in July 2004, ~~policies~~and orbecame ~~practices~~its chairman and Chief Executive Officer in October 2004, where here served until January 2006 and again from July 2006 to January 2007. A ~~copy~~Mr. Ault has been a member of Msthe board of directors of IPEX, Inc. ~~Niedermeyer’s~~(“IPEX”) ~~resignation~~since ~~letter~~May is2005, ~~attached~~and ~~hereto~~served as ~~Exhibit~~interim 99Chief Executive Officer of IPEX between May and July 2005.1 Mr. Ault was Chief Executive Officer of Digicorp, Inc. (“Digicorp”), a publicly traded corporation, from April 26, 2005 until September 30, 2005, and ~~incorporated~~he ~~herein~~served as Chairman of Digicorp from July 16, 2005 until September 30, 2005. In November 2005, Mr. Ault became Chief Executive Officer of Zealous Capital Markets, LLC (formally, Ault Glazer Bodnar Securities), a subsidiary of Zealous Holdings formed in ~~its~~June ~~entirety~~2005. Mr. byAult ~~reference~~became President of Zealous Capital Markets, LLC, in November 2006. Mr. Ault currently holds the series 7, 24, and 63 licenses.

~~Appointment~~Zealous Holdings filed for bankruptcy protection under Chapter 11 of ~~Chief~~Title ~~Executive~~11 ~~Officer~~of ~~and~~the ~~Director~~United States Code (the “Bankruptcy Code”) on February 20, 2009, in the U.S. Bankruptcy Court, Central District of California. This Chapter 11 filing was subsequently converted to a Chapter 7 filing. Zealous Holdings is currently awaiting a no-asset letter from the U.S. Trustee indicating the closure of the bankruptcy proceeding. Upon the closure of such proceedings, Zealous Holdings will be dissolved as an entity in the State of Delaware.

OnMr. ~~January~~Ault ~~10,~~filed ~~2011,~~for ~~the~~bankruptcy ~~board~~protection ofunder ~~directors~~Chapter 11 of the ~~Company~~Bankruptcy ~~appointed~~Code ~~Paul~~on E.December ~~Niedermeyer~~8, as2009, in the ~~Company’s~~U.S. ~~director~~Bankruptcy ~~and~~Court, ~~Chief~~Central ~~Executive~~District ~~Officer~~of California. ~~Mr.~~This ~~Niedermeyer~~Chapter is11 ~~also~~filing ~~the~~was ~~Company’s~~subsequently ~~Chief~~converted ~~Operating~~to ~~Officer~~a Chapter 7 filing. ~~Below~~Mr. Ault is acurrently ~~description~~in the process of ~~Mr.~~withdrawing ~~Niedermeyer’s~~this ~~relevant~~Chapter ~~business~~7 ~~experience:~~filing.

Paul E. Niedermeyer, age 39, Chief Executive Officer, Chief Operating Officer, Director

Mr. Niedermeyer has over fifteen years of operations, management consulting, and executive level experience developing, managing, and marketing Internet software products, services and consumer packaged goods (CPG). Prior to his appointment as Chief Executive Officer and director in 2011 and as Chief Operating Officer in 2010, Mr. Niedermeyer was Clear-Lite’s Vice President of Operations. Prior to joining Clear-Lite, Mr. Niedermeyer was President & Senior Consultant of PN LLC from 2005-2009, a research and management consulting firm. There, he provided strategic, financial, marketing leadership and advisory services to technology startup companies and major global technology corporations. Prior to PN LLC, Mr. Niedermeyer worked at Verio Inc., an NTT Communications Company from 1998-2005, where he served as senior product line manager for Verio's small-medium-enterprise (SME) business unit selling web hosting products. Prior to Verio, Mr. Niedermeyer worked at Scientific Applications International Corporation (SAIC) / Network Solutions Inc. (NSI) in various marketing roles from 1997-1998. Prior to SAIC/NSI, Niedermeyer founded whois.net in 1996, a WHOIS keyword search engine, and sold the company in 1997. Professionally, he has earned the following certifications: Certified Fraud Examiner (CFE) and Project Management Professional (PMP). Mr. Niedermeyer holds a B.A. in Economics and B.S. in Business Administration from the University of California at Berkeley. Mr. Niedermeyer also holds a M.S. in Computer Science from Florida Atlantic University (FAU).

Family Relationships

Mr. ~~Niedermeyer~~Ault does not have a family relationship with any of the current officers or directors of the Company.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
17.1	Resignation Letter of Thomas J. Irvine, dated January 10, 2011
99.1	Resignation Letter of Lisa A. Niedermeyer, dated January 10, 2011

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.

	CLEAR-LITE HOLDINGS, INC.
Date: January 12, 2011	By:	/s/ Paul E. Niedermeyer
Date: February 9, 2011	By:	/s/ Paul E. Niedermeyer
		Paul E. Niedermeyer
		Chief Executive Officer

Filing Compare · CLEAR-LITE HOLDINGS, INC.