U.S. 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):

~~December~~April 314, ~~2010~~2011

SHEERVISION INC.

(Exact name of small business issuer as specified in its charter)

Delaware		000-27629		23-2426437
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer ID No.)

4030 Palos Verdes Drive North

Suite 104

Rolling Hills Estates, California 90274

(Address of principal executive offices)

(310) 265-8918

(Issuer’s Telephone Number)

1ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~Patrick ~~1.01. Entry into a Material Definitive Agreement~~Adams

Effective ~~December~~April 36, ~~2010~~2011, ~~our~~Patrick ~~Board~~Adams ofemployment ~~Directors~~was ~~ratified~~terminated ~~our~~as ~~entry~~SheerVision ~~into~~Inc. ~~various agreements, including~~ (i)the ~~an Inventory Management and Monitoring Agreement with Assurance Funding Solutions LLC (“Assurance”~~"Company"); ~~(ii)~~Chief aFinancial ~~Student Purchasing Program Venture Agreement, also with Assurance; and (iii) a Consulting Agreement with Beryl Zyskind (the “Zyskind Consulting Agreement”)~~Officer. In ~~addition,~~The ~~our~~termination ~~Board also authorized three secured promissory notes, including a Series A 10% Secured Promissory Note in the principal amount~~ of ~~$140,000~~Mr. ~~dated~~Adams ~~August~~employment 4,did ~~2010,~~not aarise ~~12%~~or ~~Series~~result Afrom ~~Secured~~any ~~Promissory~~disagreement ~~Note~~with in the ~~principal~~Company ~~amount~~on ofany ~~$150,000~~matters ~~dated~~relating ~~September 1, 2010 and a Series A 10% Secured Promissory Note in the principal amount of up~~ to ~~$150,000 dated October 27, 2010, respectively, each note payable in favor of Assurance (hereinafter jointly referred to as~~ the ~~“Assurance~~Company’s ~~Notes”) and each due one year from issuance. The Assurance Notes are secured by all of our assets. These agreements had previously been executed in September 2010~~operations, ~~but~~policies ~~were~~or ~~not effective until ratified by our Board~~practices.

~~The~~Suzanne ~~Inventory~~Lewsadder Management and Monitoring Agreement provides for Assurance to provide services to us in assessing our inventory accuracy and assisting in reduction of lead times and reduction in aging inventories and increase efficiencies between inventory production and sales, and other services for a period of one year in consideration for the payment of $6,000.00 per month to Assurance.Appointment

~~The~~On ~~Student~~April ~~Purchasing~~6, ~~Program~~2011, ~~Venture~~Ms. ~~Agreement~~Suzanne ~~contains~~Lewsadder ~~provisions~~was ~~for~~appointed ~~Assurance~~as ~~to provide~~the usCompany’s ~~with~~Interim ~~financing~~Chief toFinancial ~~permit~~Officer. ~~student~~Ms. ~~purchasers~~Lewsadder tohas ~~acquire~~served ~~our~~as ~~dental~~the Company’s Chief Executive Officer, ~~medical~~Treasurer and ~~veterinary~~a ~~products~~director ~~and~~since ~~pay~~November ~~for~~30, ~~such~~2005. ~~products~~Ms. Lewsadder has also served as the Company’s Chief Executive Officer since co-founding the company in 1999. Ms. Lewsadder has over antwenty-five ~~extended~~years ~~period~~experience ofstarting ~~time~~and ~~pursuant~~building toenterprises, with a ~~payment~~focus ~~plan~~on ~~allowing~~operational usmanagement and strategic business development. As SheerVision’s Chief Executive Officer, Ms. Lewsadder runs day-to-day ~~compete~~operations, ~~more~~oversees ~~effectively~~strategic alliances and develops marketing strategies. Ms. Lewsadder holds a B.A. degree in ~~the~~Organization ~~dental~~Communications, ~~and~~Cum ~~medical~~Laude, ~~markets~~from California State University.

The Zyskind Consulting Agreement provides for Beryl Zyskind to assist us in implementing the services to be provided under the aforesaid two agreements, as well as assisting us in various marketing and sales programs with the stated goal of continuing our growth to the next level.

We have attached to this report as exhibits copies of the aforesaid agreements, along with copies of the three secured promissory notes and the form of Security Agreement applicable to the security interest granted.

Item 3.02 Unregistered Sales of Equity Securities

Effective December 3, 2010 our Board of Directors authorized the issuance of 1,400,000 shares of our Common Stock as consideration for the services to be rendered in accordance with the terms of the Zyskind Consulting Agreement referenced in Item 1.01 above herein and 1,200,000 shares of our Common Stock in favor of New World Merchant Partners LLC also in exchange for consulting services already rendered unto us.

We relied upon the exemption from registration provided by Section 4/2 of the Securities Act of 1933, as amended, to issue the aforesaid shares. We did not receive any cash proceeds from either of these issuances.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included herewith:

Exhibit No.		Description
10.31		Inventory Management and Monitoring Agreement with Assurance Funding Solutions LLC
10.32		Student Purchasing Program Venture Agreement with Assurance Funding Solutions LLC
10.33		Consulting Agreement with Beryl Zyskind
10.34		Series A 10% Secured Promissory Note in the principal amount of $140,000 dated August 4, 2010
10.35		Series A 12% Secured Promissory Note in the principal amount of $150,000 dated September 1, 2010
10.36		Series A 10% Secured Promissory Note in the principal amount of up to $150,000 dated October 27, 2010
10.37		Form of Security Agreement

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.

Dated: December 10, 2010 SHEERVISION, INC. (Registrant) By: s/Suzanne Lewsadder Suzanne Lewsadder Chief Executive Officer

	SHEERVISION, INC.
	(Registrant)


Dated: April 14, 2011	By:	/s/ Suzanne Lewsadder
		Suzanne Lewsadder
		Chief Executive Officer

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