UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~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): February 417, 2011

~~CLEAR~~Clear-~~LITE~~Lite ~~HOLDINGS~~Holdings, ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant Asas ~~Specified~~specified Inin ~~Charter~~its charter)

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

102 NE 2nd Street, PMB 400 ~~Boca Raton, Florida 33432-3908 (Address of Principal Executive Offices)~~

Boca Raton, FL 33432-3908

(Address of principal executive offices, including zip code)

(561) 544-6966

(Registrant’'s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~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):

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

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

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

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

Item 51.~~02 Departure~~01 ofEntry ~~Directors~~into ora ~~Certain~~Material ~~Officers;~~Definitive ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~On ofFebruary ~~Chairman~~17, of2011 (the ~~Board~~“Effective Date”), Clear-Lite Holdings, Inc., a Nevada corporation (the “Company”), entered into a convertible promissory note (the “Note”) in the face amount of ~~Directors~~$75,000 (the “Loan”) with a single accredited investor (the “Investor”).

OnPursuant ~~February~~to ~~4, 2011,~~ the ~~board~~terms of ~~directors~~the ofNote, ~~Clear-Lite~~the ~~Holdings~~Investor funded $50,000 ~~Inc.~~to ("the Company~~"),~~ ~~appointed~~in ~~Milton~~consideration C.of ~~Ault~~the ~~III~~receipt asof the ~~Company’s~~Note ~~chairman~~in the face amount of ~~the~~$75,000 ~~board~~executed in favor of ~~directors~~the Investor. The ~~Below~~Note iswas aissued ~~description~~with ofan ~~Mr.~~original ~~Ault’s~~issue ~~relevant~~discount ~~business~~of ~~experience:~~$25,000.

~~Milton~~The CNote bears zero interest and has a maturity date of February 17, 2013 (the “Maturity Date”). Under ~~Ault~~the ~~III~~terms of the Note, ~~age~~after 41a period of 6 months from the Effective Date, ~~Chairman~~the Investor or the Company are entitled, at either party’s option, to convert all or part of the Loan into shares of the Company’s common stock (the date of such conversion, the “Conversion Date”), par value $0.001 per share (the “Common Stock”), at a conversion price equal to the average closing price of the Common Stock on the five (5) trading days immediately preceding the Conversion Date, subject to adjustment in certain circumstances. At the sole option of the Company, the Note is payable in full or shall be convertible in full on the Maturity Date.

~~Milton~~The C.Note ~~Ault~~is ~~has~~subject ~~served~~to asvarious ~~the~~default ~~President~~provisions ~~and~~(each ~~Chief~~an ~~Executive~~“Event ~~Officer~~ of ~~Zealous, Inc. (“Zealous~~Default”), ~~from August 2007 until June 4, 2010,~~ and ~~a member of Zealous’s board of directors since October 2007. Between June and July of 2007, Mr. Ault was President of Zealous. Between July 2007 and August 2007, Mr. Ault was~~ the ~~Executive~~occurrence ~~Vice President~~ of ~~Zealous.~~an AsEvent of ~~May~~Default ~~2008,~~will ~~Mr.~~cause ~~Ault has served as~~ the ~~chairman,~~outstanding ~~director,~~principal ~~Chief~~amount ~~Executive~~under ~~Officer and President of ASNI-II, Inc., a wholly owned subsidiary of Zealous. Mr. Ault was~~ the ~~chairman,~~Note ~~Chief Executive Officer~~ and ~~President~~all ofother ~~Zealous~~amounts ~~Holdings,~~payable ~~Inc.~~thereunder ~~(“Zealous Holdings”) from June 2005~~ to ~~May~~become ~~2008. Mr.~~immediately ~~Ault~~due ~~is the manager~~ and ~~Chief~~payable Investment 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 ~~board of directors of Patient Safety Technologies (formally Franklin Capital Corp~~Investor.) in July 2004, and became its chairman and Chief Executive Officer in October 2004, where here served until January 2006 and again from July 2006 to January 2007. Mr. Ault has been a member of the board of directors of IPEX, Inc. (“IPEX”) since May 2005, and served as interim Chief Executive Officer of IPEX between May and July 2005. Mr. Ault was Chief Executive Officer of Digicorp, Inc. (“Digicorp”), a publicly traded corporation, from April 26, 2005 until September 30, 2005, and he 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 June 2005. Mr. Ault became President of Zealous Capital Markets, LLC, in November 2006. Mr. Ault currently holds the series 7, 24, and 63 licenses.

~~Zealous~~The ~~Holdings~~foregoing ~~filed~~description ~~for bankruptcy protection under Chapter 11~~ of ~~Title 11 of~~ the ~~United~~Note ~~States~~is ~~Code~~not ~~(the~~intended ~~“Bankruptcy Code”) on February 20, 2009, in the U.S. Bankruptcy Court, Central District of California. This Chapter 11 filing was subsequently converted~~ to abe ~~Chapter~~complete 7and ~~filing. Zealous Holdings~~ is ~~currently~~qualified ~~awaiting~~in aits ~~no-asset~~entirety ~~letter~~by ~~from~~ the ~~U.S.~~complete ~~Trustee~~text ~~indicating~~of the ~~closure~~Note ofattached ~~the~~as ~~bankruptcy~~Exhibit ~~proceeding~~10. ~~Upon~~1 ~~the~~to ~~closure~~this ofCurrent ~~such~~Report ~~proceedings,~~on ~~Zealous~~Form ~~Holdings will be dissolved as an entity in the State of Delaware~~8-K.

MrItem 2.03 ~~Ault~~Creation ~~filed for bankruptcy protection under Chapter 11~~ of ~~the~~a ~~Bankruptcy~~Direct ~~Code~~Financial onObligation ~~December~~or 8,an ~~2009,~~Obligation inunder ~~the~~an ~~U.S.~~Off-Balance ~~Bankruptcy~~Sheet ~~Court,~~Arrangement ~~Central District~~ of ~~California. This Chapter 11 filing was subsequently converted to~~ a ~~Chapter 7 filing~~Registrant. ~~Mr. Ault is currently in the process of withdrawing this Chapter 7 filing.~~

~~Family~~See ~~Relationships~~item 1.01

~~Mr.~~The ~~Ault~~sale ~~does~~of ~~not~~the ~~have~~Note aby ~~family~~the ~~relationship~~Company ~~with~~was ~~any~~an unregistered sale of ~~the~~securities ~~current~~conducted ~~officers~~pursuant orto ~~directors~~Section 4(2) of the ~~Company~~Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

~~Related~~Item ~~Party~~9.01 ~~Transactions~~Financial Statements and Exhibits.

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

Exhibit No.	Description

10.1	Form of $75,000 Convertible Promissory Note, dated February 17, 2011 between Clear-Lite Holdings, Inc. and the investor named therein.

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.
	Clear-Lite Holdings, Inc.
Date: February 9, 2011	By:	/s/ Paul E. Niedermeyer
Date: February 23, 2011	By:	/s/ Paul E. Niedermeyer
		Paul E. Niedermeyer
	Name:	Paul E. Niedermeyer
		Chief Executive Officer
	Title:	Chief Executive Officer

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