UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 3

ý ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JULY 31, 2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-52877

CLEAR-LITE HOLDINGS, INC.

(Name of registrant as specified in its charter)

Nevada		20-8257363
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

102 NE 2nd Street, PMB 400 Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

(561) 544-6966

(Issuer’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	o	Accelerated Filer	o

Non-Accelerated Filer	o	Smaller reporting company	ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

Issuer’s revenues for its most recent fiscal year were approximately $458,000.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on January 31, 2011, based on a closing bid price of $0.0044 was approximately $493,042.87. As of April 15, 2011, the Registrant had approximately 154,517,684 shares of its common stock, par value $0.001 per share, outstanding.

Documents Incorporated By Reference: None.

EXPLANATORY NOTE

This amendment (Amendment No. 3) to the Annual Report on Form 10-K for the year ended July 31, 2010, of Clear-Lite Holdings, Inc. (the “2010 Annual Report on Form 10-K”), is being filed solely for the purpose of filing one exhibit, the full text of which is required to be filed as a material definitive agreement. The agreement was previously filed with certain terms redacted as the Company was seeking confidential treatment of such terms. The Company has withdrawn its request for confidential treatment and has included the full agreement as an exhibit to this Amendment No. 3. No other Item of the 2010 Annual Report on Form 10-K is affected by the change. As a result, they have been omitted from this Amendment No. 3.

Item 15. Exhibits, Financial Statement Schedules.

(b) Exhibits.

The Index to Exhibits identified under Part IV, Item 15(b) of the 2010 Annual Report on Form 10-K is hereby amended such that the following document is (i) amended and added to the Index to Exhibits and (ii) is included as an exhibit to the 2010 Annual Report on Form 10-K:

Exhibit No.	Description

10.1	Logistics Agreement, dated May 14, 2008, by and between TAG Industries, Inc. and M. Block & Sons, Inc.*

* filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CLEAR-LITE HOLDINGS, INC.

Dated: April 15, 2011	By:	/s/ Paul E. Niedermeyer
		Chief Executive Officer
		(Principal Executive Officer) Chief Financial Officer (Principal Accounting Officer)

CLEAR-LITE HOLDINGS, INC. 10-K/A