8-K

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): March 26, 2010

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)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

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 1.01 Entry into a Material Definitive Agreement.

On March 26, 2010, TAG Industries, Inc. (“TAG”), a wholly owned subsidiary of the Clear-Lite Holdings, Inc. (“Clear-Lite” or the “Company”), entered into a Logistics Agreement (the “Agreement”) by and between TAG and In-Store Products Limited (“In-Store”), by which TAG granted to In-Store an exclusive license to sell Clear-Lite® branded lighting products (the “Products”) in Can ada to various accounts agreed upon by the parties.  The term of the Agreement is for three (3) years with the potential for automatic renewal based on pre-determined volume requirements.

Under the terms of the Agreement, TAG is to provide to In-Store all (i) product sourcing, (ii) marketing strategies, and (iii) TAG pre-approved independent sales agencies, related to the Products.  In-Store has agreed to perform all logistics-based activities related to the fulfillment and distribution of the Products including but not limited to (i) a credit facility utilizing transferrable, irrevocable, domestic letters of credit, (ii) billing, (iii) shipping, (iv) Electronic Data Interchange (EDI), and (v) importation.  Further, In-Store will be responsible for all transportation costs and liabilities related to the distribution of the Products.  A form of a TAG logistics agreement is attached hereto as Exhibit 10.1.

On March 26, 2010, the Company and TAG entered into a non binding letter of intent (the “In-Store LOI”) with In-Store and Michael Davidson (the “Principal Unitholder”), by which TAG is to become the exclusive supplier of all existing products relative to the environmental bags (the “Environmental Bags”) for In-Store, effective April 15, 2010 (the “Effective Date”).  The In-Store LOI is for a term of three (3) years, beginning on the Effective Date.  In consideration for entering into the In-Store LOI, the Company is to issue to the Principal Unitholder, or his assigns, two million (2,000,000) shares of the Company’s restricted common stock, upon execution of a final agreement. Pursuant to the In-Store LOI, In-Store is to provide TAG with target wholesale pricing prior to the Effective Date for all products, including the Environmental Bags, along with product specifications. The In-Store LOI is attached hereto as Exhibit 10.2.

Exhibit No.	Description
10.1	Form of TAG Industries, Inc.’s Logistic Agreement
10.2	Non-binding Letter of Intent, dated March 26, 2010, by and among Clear-Lite Holdings, Inc., TAG Industries, Inc., In-Store Products Limited, and Michael Davidson

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:  April 1, 2010	By:	/s/ Thomas J. Irvine
		Thomas J. Irvine
		Chief Executive Officer

EX-10.1

Exhibit 10.1

FORM OF

Logistics Agreement

THIS AGREEMENT (this “Agreement”) is made and entered into this ______ day of ____________________ 20__ by and between TAG Industries, Inc., A Wholly Owned Subsidiary of Clear-Lite Holdings, Inc.(“TAG” or the “Company”) having its principal place of business at 102 NE 2nd Street, PMB 400, Boca Raton, FL 33432-3908 U.S.A., and _________________________ (”Logistics Provider” or “LP”) having its principal place of business at _________________________ _____________________ (collectively, the “Parties”).

1.   EXCLUSIVE RELATIONSHIP. Company and LP will share an exclusive relationship related to the attached list of accounts (the “Accounts”) for all lighting products attached hereto as Exhibit A. Any contemplated commercial transaction related to the Accounts shall be performed jointly by the Parties.

2.   TERM. This Agreement commences as of the date first written above and continues in effect for ________ (__) years from the date of this Agreement.  This Agreement may be terminated at any time by mutual written consent. In the event LP achieves the minimum volume levels outlined in Exhibit B, Table 1, LP will qualify for an automatic ______ (__) year renewal under new minimum volume levels for years ________________ outlined in Exhibit B, Table 3, and so on. Future minimum volume levels for years _______ and beyond shall be based on a similar percentage increase, unless mutually agreed otherwise.

3.   COMPANY SALES AND BRANDS. Company will sell the ClearLite® brand, private label and direct import business through LP only in ________________, to any account on the approved list in Exhibit A, subject to the Parties mutual agreement on pricing and programs.

4.   ACCOUNT CHANGES. Any changes to the Accounts listed on Exhibit A shall require mutual approval in writing by the Parties.

5.   CUSTOMER PURCHASES. All customer purchases will be placed directly with LP subject to LP’s final approval(s).

6.   COMPANY RESPONSIBILTIES.

a.   Company will provide all the product sourcing, marketing strategies and Company approved independent sales agencies.

b.   All orders will be based on approved pricing provided to LP from TAG.

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7.   LP RESPONSBILITIES.

a.   LP will perform all the logistics for activities related to fulfillment and distribution including, without limitation, billing, shipping, Electronic Data Interchange (EDI), and importing of product.

b.   LP will place all orders with TAG using a Transferable Irrevocable Domestic Letter of Credit (“LC” or the “Letter of Credit”) in US Dollars.

c.   LP will be responsible for transportation, duty, etc. when importing these products.

d.   LP shall furnish Company with monthly statements indicating all sales-related transactions during the preceding month and the extent of current inventory. Such statements shall be delivered electronically no later than the seventh (7th) day of each month in Microsoft Excel and PDF formats.

8.   LETTER OF CREDIT DISCOUNT. LP will receive a _____% Discount for the above mentioned Letter of Credit in US Dollars. As reflected in current price sheets, it will be netted out from Net Freight On Board  (FOB shipping point) Orient pricing. Refer to current authorized price quotes. Subject to certain terms and conditions.

9.   PRICING AND PROGRAMS.

a.   Any account pricing and programs will be approved by LP before they can be considered official. All Accounts will require LP's approval for billing and invoicing terms and programs.

b.   Company has provided to LP “Net/Net/Net/Net pricing” (e.g. less marketing programs and other customary allowances including freight, defective allowance, discount for Letter of Credit, holdbacks and returns) that will allow LP to accrue a ____% defective allowance, based on their customers invoice cost. In most cases, _____% will be passed through to customer with LP holding back an additional ____%.

c.   If LP's actual defective exceeds _____%, Company will compensate LP for the difference in the form of an approved credit memo.

10.   LP MINIMUM VOLUME LEVELS AND POTENTIAL VOLUME REBATES. Both minimum volume levels and potential volume rebates for LP are outlined in Exhibit B.

11.   ASSIGNABILITY. Neither this Agreement nor any interest herein may be assigned, in whole or in part, by either Partywithout the prior written consent of the other Party and any purported assignment made in violation of this Clause shall be void; provided, however, that each Party hereto shall have the right to assign this Agreement to any entity which, by way of: (i) merger, or (ii) consolidation, or (iii) the acquisition of substantially all of the entire business and assets of the assigning Party relating to the subject matter of this Agreement, succeeds to the interest in the program of the assigning Party.  Such consent shall not be unreasonably withheld, so long as such assignment does not materially affect the nature and the scope of the rights and benefits due the non-assig ning Party under the terms of this Agreement.  The assigning Party shall expressly require its assignee to assume all of the assigning Party's obligations and liabilities under this Agreement.

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12.   OEM RELATIONSHIPS. This Agreement does not include Original Equipment Manufacturer (“OEM”) relationships unless mutually agreed upon in writing.

13.   GOVERNING LAW AND JURISDICTION. Any claim or action under this Agreement shall be governed and construed in accordance with the laws of the United States, specifically the State of Florida, without reference to its conflicts of law principles.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  In any action, dispute or controversy arising either directly or indirectly, under or in connection with this Agreement, the parties hereby consent and submit to binding arbitration before the American Arbitration Association in Miami, Florida under its expedited dispute resolution procedures under the Commercial Rules.

14.   ATTORNEY'S FEES. In any arbitration or litigation brought under this Agreement or relating to any alleged breach of this Agreement, the prevailing party shall be entitled to recover, in addition to all damages suffered, its reasonable attorneys' fees and costs.

15.   FURTHER ASSURANCES. Each of the parties hereto, upon the reasonable request of the other party, shall perform all acts and execute and deliver all documents as may be reasonably necessary or appropriate to carry out the provisions and intent of this Agreement.

16.   TIME IS OF THE ESSENCE.  Time is of the essence with respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

17.   INDEMNIFICATION.

a.   The Company agrees to indemnify LP and its controlling persons, directors, officers, managers, partners, members, shareholders, affiliates, agents, representatives, successors and assigns (collectively, the "Representatives") from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) (collectively, the “Losses”) incurred by the Company as a result of any claim, action or proceeding related to this agreement;

b.   LP agrees to indemnify the Company and its Representatives from and against the Losses incurred by LP as a result of any claim, action or proceeding related to this agreement.

18.   SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

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19.   COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

20.   CONFIDENTIALITY.  LP shall not disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company, except (i) as in good faith deemed necessary by LP to perform its duties hereunder, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which the LP is a party, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) w ith jurisdiction to order LP to divulge, disclose or make accessible such information, provided that LP shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that shall have become public or known in the Company's industry other than by LP's unauthorized disclosure, or (v) to the LP's attorney and/or tax and financial advisors as reasonably necessary or appropriate to advance LP's tax, financial and other planning (each an “Exempt Person”), provided, however, that any disclosur e or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 19 by LP. LP shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.  LP understands and agrees that LP shall acquire no rights to any such Confidential Information. “Confidential Information” shall mean information about the Company, its subsidiaries and affiliates, and their respective manufacturers, suppliers, customers, and vendors that was learned by LP during the course of this Agreement with the Company, including, but not limited to, any proprietary knowledge, trade secrets, data and databases, formulae, sales, financial, marketing, training and technical information, factory, manufacturer, customer, supplier and vendor lists, competitive strategies, computer programs and all papers, resumes, and records (including computer records) of the documents containing such Confidential Informati on.

21.   NOTICES. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (1) on the date of delivery if delivered by hand, (2) on the date of transmission, if delivered by confirmed facsimile, (3) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (4) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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If to the LP:

If to the Company:

TAG Industries, Inc.

Thomas J. Irvine

102 NE 2nd Street, Suite 400

Boca Raton, Florida 33432-3908 U.S.A.

Tel: (561) 544-6966

Fax: (561) 852-2322

22.   NON-DISPARAGEMENT. Both parties agree they shall not, and shall not induce others to, Disparage either party or its subsidiaries or affiliates or their past and present officers, directors, employees or products. “Disparage” shall mean making comments or statements to the press, either party or its subsidiaries' or affiliates' employees or any individual or entity with whom either party or its subsidiaries or affiliates has a business relationship which would adversely affect in any manner (1) the business of either party or its subsidiaries or affiliates (including any products or business plans or prospects), or (2) the business reputation of either party or its subsidiaries or affiliates, or any of their products, or their past or present officers, directors or employees.

23.   NON-SOLICITATION OF FACTORIES. LP agrees that, LP will not, directly or indirectly, solicit or attempt to solicit (i) any party who is a manufacturer or supplier of the Company or its subsidiaries, who was a manufacturer or supplier of the Company or its subsidiaries at any time during the twenty four (24) month period immediately prior to the date the Agreement terminates or who is a prospective manufacturer or supplier that has been identified and targeted by the Company or its subsidiaries for the purpose of marketing, selling or providing to any such party any services or products offered by or available from the Company or its subsidiaries, or (ii) any vendor to the Company or any subsidiary to terminate, reduce or alter negatively its relationship with the Company or any subsidiary or in any manner interfere with any agreement or contract betwee n the Company or any subsidiary and such vendor.

24.   ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  This Agreement shall not be modified by any oral representation made before or after the execution of this Agreement. All modifications must be in writing and signed by the parties.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers.

    By:  Name: Title:  TAG INDUSTRIES, INC.     By: Name: Thomas J. Irvine Title:  President & CEO

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EXHIBIT A

[EXCLUSIVE RELATIONSHIP FOR ATTACHED LIST OF ACCOUNTS BELOW]

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EXHIBIT B

[MINIMUM VOLUME LEVELS FOR LP AND VOLUME REBATES]

TABLE 1
LP Minimum Volume Levels YEARS 1, 2 and 3 (all figures below in US Dollars)
Year 1	Year 2	Year 3

TABLE 2
LP Volume Rebates YEARS 1, 2 and 3 (all figures below in US Dollars)
Potential Volume Rebate	Year 1	Year 2	Year 3

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EX-10.2

Exhibit 10.2

                                                                March 26, 2010

Personal and Confidential

In Store USA

Attn:  Michael Davidson

5181 Everest Drive

Mississauga, Ontario, L4W 2R2

Canada

Re: Non-Binding Term Sheet

Dear Michael:

This Agreement confirms the commercial structure of the business transaction between Clear-Lite Holdings, Inc. (“Parent”) and TAG Industries, Inc. (“TAG”), with In-Store Group (the “Company”) and Michael Davidson (the “Principal Unitholder”) with respect to the principal terms and conditions under which TAG will become the exclusive supplier of all the existing products relative to the environmental bags, for of the Company, effective April 15, 2010 (the “Effective Date”). This Agreement will run for a period of three (3) years from the Effective Date for all products presently sourced by the Company with its existing suppliers, or any new suppliers that TAG might source, with the appr oval of the Company.  It is understood that from the Effective Date, and for a period of three (3) years, TAG will exclusively manage all the sourcing of the environmental bag products, presently sold by the Company.

1.           Purchase Orders. Purchase orders will be issued in the normal course of business. It is estimated that this volume will be $20,0000,000 over the three (3) year agreement.

2.           Wholesale Business Costing. The Company will provide TAG with its target wholesale pricing prior to the Effective Date for all products, along with all product specifications.

3.           Order Financing/Mechanics. The Company will provide and guarantee to TAG with the necessary financing required for the orders placed, as specified by the supplier, and mutually approved by the Company and TAG. All financing from the Company will be in a manner suitable to the Company and will be set out in the final Agreement

4.           Margin Allocation. The Company will provide TAG with a margin allocation of five percent (5%) of the wholesale costing. Any change will require mutual approval in writing.

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5.           Consideration. As consideration for the three (3) year contract to TAG, Parent will provide the Company or the Unitholder, as specified by the Unitholder, with 2,000,000 shares of restricted common stock upon the signing of the final Agreement.  It is understood that the estimated amount of purchase orders would be no less than $20,000,000 at wholesale value, over the term of this Agreement.  Should the value of the shares be less then the margin allocation provided to TAG for its exclusive services, the Parent will provide a “make-whole” of the difference through the issuance of new stock from its treasury.  This will be calculated and reconciled on an annu al basis if required. Conversely, should the margin allocation be less then the annualized volume, the Company would have to provide additional business to TAG, so as to ensure it meets its obligations of revenue and margin under the terms of this agreement.  The Company or the Unitholder will commit to a leak out agreement of its stock that will not exceed 100% coverage of the profit of orders provided to TAG

4.           Representations and Warranties.  The Company represents that the contracts and commitments relative to the purchase are non-cancellable and guaranteed, and will be fully backed financially by the Company

5.           Access to Company. The Company will give Parent and TAG access to   current contracts, documents, specification sheets, etc., as appropriate related to its respective businesses, relative to the sourcing and supplying of all specified products. The Company will furnish the Parent and TAG with copies of documents and with such other information as the purchaser may request to help source on behalf of the company.

6.           Exclusivity. Parent, TAG acknowledge that the TAG will invest time and money to provide the Company with the sourcing requirements of the Company and that the Company will ensure that TAG is the exclusive supplier of the specified products for the term of this Agreement.  As a result, upon execution of this agreement the Company shall terminate any existing discussions or negotiations with, and shall cease to provide information to or otherwise cooperate with, any party other than TAG relative to the supply contracts. In addition, from and after the date hereof, none of the Company nor any of its unitholders, subsidiaries o r affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents, will directly or indirectly encourage, solicit, initiate, have or continue any discussions or negotiations with or participate in any discussions or negotiations with or provide any information to or otherwise cooperate in any other way with, or enter into any agreement, letter of intent or agreement in principle with, or facilitate or encourage any effort or attempt by any corporation, partnership, company, person or other entity or group other than TAG. The Company shall notify TAG promptly of any inquiries, proposals or offers made by third parties to the Company or any of its, subsidiaries or affiliates, or any of their respective officers, directors, employees, members, managers, representatives or agents with respect to the supply of the pr oducts as set out in this agreement, and furnish TAG with the terms thereof.The Company and the Principal Unitholder shall offer TAG first opportunity on all new sourcing and supplying opportunities, subject to mutual agreement

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7.           Conduct of Business.  The Company shall use its best efforts to preserve intact the business organization and employees and other business relationships of the Company; shall continue to operate in the ordinary course of business and maintain its books, records and accounts in accordance with generally accepted accounting principles, consistent with past practice; shall use its reasonable best efforts to maintain the Company's current financial condition, including working capital levels so as to fully support the terms of this agreement.

8.           Expenses.  Each of the parties shall pay its expenses incident to this agreement, other than the financing of the orders as set out by the Company.

9.           Confidentiality.  TAG and the Company shall execute a Confidentiality Agreement, commensurate with the signing of this agreement.

10.           Disclosure.  Without the prior written consent neither the Company or TAG will disclose to any person or entity the pricing relative to the supply contract unless part of their normal sourcing process and/or such party disclosure is required to be made by applicable law, regulation or court order, and such disclosure is made after prior consultation with the Company.

11.           Termination.  Subject to the terms of this agreement, upon the earlier of (a) the mutual written agreement of the parties hereto or (b) the failure by Company and/or TAG hereto to execute relative to this agreement, the parties shall be released from all liabilities and obligations with respect to the subject matter hereof.

 12.           Governing Law.  This letter of intent and the Purchase Agreement shall be governed by the laws of Ontario, without regard to such state’s principles of conflicts of laws.  Any dispute under this letter of intent shall be submitted to the exclusive jurisdiction of the Province of Ontario. In the event of litigation relating to the subject matter of this letter of intent or the final Agreement the non-prevailing party will reimburse the prevailing party for all reasonable attorney fees and costs resulting there from.

13.           Non-Binding.  Both parties agree to work in good faith to complete their respective Due Diligence and expeditiously towards closing a final Agreement by April 15, 2010. However, nothing in this Term Sheet will be construed as a binding obligation the Company, the Parent or TAG until the final Agreement is signed outlining various mechanics relative to this Term Sheet which will be satisfactory to all parties.

14.           Electronic Execution.  The parties agree that a facsimile or electronic mail copy of this letter of intent will be deemed an original for all purposes, and each waive the necessity of providing the original copy of this letter of Intent to bind the other parties.

[-Signature page follows-]

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If the foregoing correctly sets forth our mutual understanding, please so indicate by signing two copies of this agreement in the spaces provided below and returning one copy to us no later than 5:00 p.m. on March 26, 2010.

Very truly yours,

Clear-Lite Holdings, Inc

By:/s/ Thomas J. Irvine

Name: Thomas J. Irvine

Title: President & Chief Executive Officer

TAG Industries, Inc

By: /s/ Thomas J. Irvine   

Name: Thomas J. Irvine

Title: President & Chief Executive Officer

ACCEPTED AND AGREED:

In Store Group

By: /s/ Kevin Watkinson      

Name: Kevin Watkinson

Title: Chief Financial Officer

By: /s/ Michael Davidson                                                                    

      Michael Davidson, Principal Unitholder

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