UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended April 30, 2009
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  CLEAR-LITE
HOLDINGS, INC.
 (Exact
name of registrant as specified in Charter)
  Nevada
                
                0-52877
                
                20-8257363(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (Commission
      File No.)
                
                (IRS
      Employee Identification No.)
 
 102
NE 2nd Street #400, Boca Raton, Florida 33432-3908
 (Address
of Principal Executive Offices)
 _______________
  (561)
544-6966
 (Issuer
Telephone number)
 _______________
  (Former
Name or Former Address if Changed Since Last Report)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2)has been subject to such filing requirements for the past 90 days.
Yes x 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer”
in Rule 12b-2 of the Exchange Act (Check one):
  Large
Accelerated Filer o    Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x
 
 Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes 
o No x
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of June 19, 2009:  50,834,375 shares of Common Stock.
   
   CLEAR-LITE
HOLDINGS, INC.
 
 FORM
10-Q
 April
30, 2009
 INDEX
   PART
I-- FINANCIAL INFORMATION
  Item
      1.
              Financial
      StatementsItem
      2.
              Management’s
      Discussion and Analysis of Financial ConditionItem
      3
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Control
      and Procedures
  PART
II-- OTHER INFORMATION
  Item
      1
              Legal
      ProceedingsItem
      1A
              Risk
      FactorsItem
      2.
              Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
              Defaults
      Upon Senior SecuritiesItem
      4.
              Submission
      of Matters to a Vote of Security HoldersItem
      5.
              Other
      InformationItem
      6.
              Exhibits
      and Reports on Form 8-K
  SIGNATURE
  
    Item 1. Financial
Information




CLEAR-LITE
HOLDINGS, INC.
 
 FINANCIAL
STATEMENTS
 
 April
30, 2009 and December 31, 2008
 
 
 
 
 
 
 
 
 
 
 -1-
 
  
 
 C
O N T E N T S
 
 Report
      of Independent Registered Public Accounting Firm
                  3Balance
      Sheets
                  4Statements
      of Operations
                  5Statements
      of Stockholders’ Equity
                  6Statements
      of Cash Flows
                  8Notes
      to the Financial Statements
                  9
 
 
 
 -2-
 
 CLEAR-LITE,
      INC.(FKA
      TAG INDUSTRIES, INC.)Balance
      SheetsASSETSApril
      30,
                          
                          December
      31,2009
                          
                          2008(Unaudited)CURRENT
      ASSETSCash
                          
                          $
                          293,260
                          
                          
                          $
                          127,259Prepaid
      expenses
                          
                          
                          79,620
                          
                          
                          
                          0Accounts
      receivable, net
                          
                          
                          -
                          
                          
                          
                          53,182Total
      Current Assets
                          
                          
                          372,880
                          
                          
                          
                          180,441OTHER
      ASSETSTrademarks,
      net
                          
                          
                          29,213
                          
                          
                          
                          23,718Total
      Other Assets
                          
                          
                          29,213
                          
                          
                          
                          23,718TOTAL
      ASSETS
                          
                          $
                          402,093
                          
                          
                          $
                          204,159LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                          
                          $
                          62,679
                          
                          
                          $
                          61,545Note
      payable
                          
                          
                          100,000
                          
                          
                          
                          -Related
      party payables
                          
                          
                          29,825
                          
                          
                          
                          29,972Total
      Current Liabilities
                          
                          
                          192,504
                          
                          
                          
                          91,517LONG-TERM
      DEBTNote
      payable, net
                          
                          
                          400,000
                          
                          
                          
                          -Total
      Liabilities
                          
                          
                          592,504
                          
                          
                          
                          91,517STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      shares: $0.001 par value, 100,000,000shares
      authorized: 50,834,375 and 26,671,875 sharesissued
      and outstanding, respectively
                          
                          
                          50,834
                          
                          
                          
                          26,672Additional
      paid-in capital
                          
                          
                          1,313,911
                          
                          
                          
                          1,338,073Accumulated
      deficit
                          
                          
                          (1,555,156
                          )
                          
                          
                          (1,252,103
                          )Total
      Stockholders' Equity (Deficit)
                          
                          
                          (190,411
                          )
                          
                          
                          112,642TOTAL
      LIABILITIES ANDSTOCKHOLDERS'  EQUITY
      (DEFICIT)
                          
                          $
                          402,093
                          
                          
                          $
                          204,159
 
 
 The
accompanying notes are an integral part of these financial
statements.
 -3-
 
 CLEAR-LITE,
      INC.(FKA
      TAG INDUSTRIES, INC.)Statements
      of Operations(Unaudited)For
      the Three
                        
                        
                        For
      the Three
                        
                        
                        For
      the Four
                        
                        
                        For
      the FourMonths
      Ended
                        
                        
                        Months
      Ended
                        
                        
                        Months
      Ended
                        
                        
                        Months
      EndedApril
      30,
                        
                        
                        April
      30,
                        
                        
                        April
      30,
                        
                        
                        April
      30,2009
                        
                        
                        2008
                        
                        
                        2009
                        
                        
                        2008REVENUES
                        
                        $
                        873
                        
                        
                        $
                        -
                        
                        
                        $
                        873
                        
                        
                        $
                        -COST
      OF SALES
                        
                        
                        480
                        
                        
                        
                        -
                        
                        
                        
                        480
                        
                        
                        
                        -GROSS
      PROFIT
                        
                        
                        393
                        
                        
                        
                        -
                        
                        
                        
                        393
                        
                        
                        
                        -OPERATING
      EXPENSESProfessional
      fees
                        
                        
                        104,382
                        
                        
                        
                        48,020
                        
                        
                        
                        121,380
                        
                        
                        
                        64,710Wages
      expense
                        
                        
                        45,856
                        
                        
                        
                        83,880
                        
                        
                        
                        68,447
                        
                        
                        
                        126,193Marketing
      expense
                        
                        
                        3,789
                        
                        
                        
                        -
                        
                        
                        
                        3,789
                        
                        
                        
                        -Research
      and development
                        
                        
                        7,602
                        
                        
                        
                        1,977
                        
                        
                        
                        11,704
                        
                        
                        
                        2,202General
      and administrative
                        
                        
                        82,356
                        
                        
                        
                        99,691
                        
                        
                        
                        98,126
                        
                        
                        
                        145,004Total
      Operating Expenses
                        
                        
                        243,985
                        
                        
                        
                        233,568
                        
                        
                        
                        303,446
                        
                        
                        
                        338,109LOSS
      BEFORE INCOME TAXES
                        
                        
                        (243,592
                        )
                        
                        
                        (233,568
                        )
                        
                        
                        (303,053
                        )
                        
                        
                        (338,109
                        )INCOME
      TAX EXPENSE
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -NET
      LOSS
                        
                        $
                        (243,592
                        )
                        
                        $
                        (233,568
                        )
                        
                        $
                        (303,053
                        )
                        
                        $
                        (338,109
                        )BASIC
      AND DILUTED LOSS PER SHARE
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.02
                        )WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
                        
                        
                        26,671,875
                        
                        
                        
                        15,625,000
                        
                        
                        
                        26,671,875
                        
                        
                        
                        15,625,000
 
  The
accompanying notes are an integral part of these financial
statements.
 -4-
  CLEAR-LITE.
      INC.(FKA
      TAG INDUSTRIES, INC)Statements
      of Stockholders' Equity (Deficit)(Unaudited)Additional
                                          
                                          
                                          Stock
                                          
                                          
                                          
                                          
                                          
                                          TotalCommon
      Stock
                                          
                                          
                                          Paid-In
                                          
                                          
                                          Subscription
                                          
                                          
                                          Accumulated
                                          
                                          
                                          Stockholders'Shares
                                          
                                          
                                          Amount
                                          
                                          
                                          Capital
                                          
                                          
                                          Payable
                                          
                                          
                                          Deficit
                                          
                                          
                                          EquityBalance,
      December 31, 2007
                                          
                                          
                                          15,625,000
                                          
                                          
                                          $
                                          15,625
                                          
                                          
                                          $
                                          (15,625
                                          )
                                          
                                          $
                                          362,546
                                          
                                          
                                          $
                                          (361,608
                                          )
                                          
                                          $
                                          938Common
      stock issued for cashat
      $0.002 per share
                                          
                                          
                                          3,125,000
                                          
                                          
                                          
                                          3,125
                                          
                                          
                                          
                                          1,875
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          5,000Common
      stock and warrants issuedfor
      cash at $0.16 per share
                                          
                                          
                                          7,922,188
                                          
                                          
                                          
                                          7,922
                                          
                                          
                                          
                                          1,259,628
                                          
                                          
                                          
                                          (362,546
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          905,004Private
      placement offering costs
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (47,982
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (47,982
                                          )Fractional
      shares
                                          
                                          
                                          (313
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Fair
      value of warrants grantedfor
      services
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          140,177
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          140,177Net
      loss for the yearended
      December 31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (890,495
                                          )
                                          
                                          
                                          (890,495
                                          )Balance,
      December 31, 2008
                                          
                                          
                                          26,671,875
                                          
                                          
                                          
                                          26,672
                                          
                                          
                                          
                                          1,338,073
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (1,252,103
                                          )
                                          
                                          
                                          112,642Recapitalization
                                          
                                          
                                          24,162,500
                                          
                                          
                                          
                                          24,162
                                          
                                          
                                          
                                          (24,162
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Net
      loss for the four monthsended
      April 30, 2009
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (303,053
                                          )
                                          
                                          
                                          (303,053
                                          )Balance,
      April 30, 2009
                                          
                                          
                                          50,834,375
                                          
                                          
                                          $
                                          50,834
                                          
                                          
                                          $
                                          1,313,911
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          (1,555,156
                                          )
                                          
                                          $
                                          (190,411
                                          )




The
accompanying notes are an integral part of these financial
statements.
 -5-
 
 CLEAR-LITE,
      INC.(FKA
      TAG INDUSTRIES, INC.)Statements
      of Cash Flows(Unaudited)For
      the Four
                      
                      
                      For
      the FourMonths
      Ended
                      
                      
                      Months
      EndedApril
      30,
                      
                      
                      April
      30,2009
                      
                      
                      2008OPERATING
      ACTIVITIESNet
      loss
                      
                      $
                      (303,053
                      )
                      
                      $
                      (338,109
                      )Adjustments to
      reconcile net loss tonet cash used by
      operating activities:Depreciation
      and amortization
                      
                      
                      417
                      
                      
                      
                      -Changes in
      operating assets and liabilities:Changes
      in accounts receivable
                      
                      
                      53,182
                      
                      
                      
                      -Changes
      in accounts payable andaccrued
      liabilities
                      
                      
                      32,740
                      
                      
                      
                      (18,129
                      )Net Cash Used in
      Operating Activities
                      
                      
                      (216,714
                      )
                      
                      
                      (356,238
                      )INVESTING
      ACTIVITIESPurchase of
      trademarks
                      
                      
                      (5,912
                      )
                      
                      
                      (3,495
                      )Net Cash Used in
      Investing Activities
                      
                      
                      (5,912
                      )
                      
                      
                      (3,495
                      )FINANCING
      ACTIVITIESProceeds from notes
      payable
                      
                      
                      400,000
                      
                      
                      
                      -Repayment of
      related party payables
                      
                      
                      (147
                      )
                      
                      
                      -Issuance of common
      stock
                      
                      
                      -
                      
                      
                      
                      367,556Net Cash Provided
      by Financing Activities
                      
                      
                      399,853
                      
                      
                      
                      367,556NET
      DECREASE IN CASH
                      
                      
                      177,227
                      
                      
                      
                      7,823CASH AT
      BEGINNING OF PERIOD
                      
                      
                      127,259
                      
                      
                      
                      79,544CASH AT
      END OF PERIOD
                      
                      $
                      304,486
                      
                      
                      $
                      87,367SUPPLEMENTAL
      DISCLOSURES OFCASH FLOW
      INFORMATIONCASH PAID
      FOR:Interest
                      
                      $
                      -
                      
                      
                      $
                      -Income
      taxes
                      
                      $
                      -
                      
                      
                      $
                      -


The
accompanying notes are an integral part of these financial
statements.
 -6-
   CLEAR-LITE
HOLDINGS, INC.
 (FKA TAG
INDUSTRIES, INC.)
 NOTES TO
FINANCIAL STATEMENTS
 April 30,
2009 and December 31, 2008
 NOTE
1 - CONDENSED FINANCIAL STATEMENTS
  The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at April 30, 2009, and for all
periods presented herein, have been made.
 
 Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's December
31, 2008 audited financial statements.  The results of operations for
the periods ended April 30, 2009 and 2008 are not necessarily indicative of the
operating results for the full years.
 
 NOTE
2 - GOING CONCERN
  The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans. The ability of the Company
to continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually secure
other sources of financing and attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
 NOTE
3 – SIGNIFICANT EVENTS
  On April
13, 2009, AirtimeDSL a Nevada corporation and (“ATIM”), AirtimeDSL Acquisition
Corporation, a Nevada corporation and subsidiary of AirtimeDSL and the Company,
entered into a Acquisition Agreement and Plan of Merger  pursuant to
which ATIM was merged with and into the Company, with the Company surviving as a
wholly-owned subsidiary of AirtimeDSL.  Airtime DSL acquired all of
the outstanding capital stock of the Company in exchange for issuing 26,671,875
shares of the AirtimeDSL’s common stock which were issued pro-rata to the
shareholders of TAG stock.  Immediately after the Acquisition was
consummated and further to the Agreement, two shareholders of AirtimeDSL
cancelled a total of 40,050,000 shares of the Company's Common Stock held by
them.  As a result of the merger, the Company’s former shareholders
became the majority shareholders of the combined entity.  Accordingly,
the transaction was accounted for as a reverse merger whereby the historical
financial statements of the Company are presented as those of the combined
entity similar to a recapitalization. Effective April 3, 2009, the
Company’s common stock was forward split on 1.5 shares  for 1 share
basis. The Company’s financial statements have been restated to reflect the
stock split retro-actively.
   -7-
  CLEAR-LITE
HOLDINGS, INC.
 (FKA TAG
INDUSTRIES, INC.)
 NOTES TO
FINANCIAL STATEMENTS
 April 30,
2009 and December 31, 2008
 NOTE
3 – SIGNIFICANT EVENTS (CONTINUED)
  On May
28, 2009 The Board of Directors of AirtimeDSL, (the “Company”) filed a
Certificate of Amendment to the Articles of Incorporation with the Secretary of
State of Nevada changing the Company’s name to Clear-Lite Holdings,
Inc.
 
 NOTE
4 – SIGNIFICANT ACCOUNTING POLICIES
 
 Use of
Estimates
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Recent
Accounting Pronouncements
 In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”).  FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly.  Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value.  This FSP is effective for interim and annual periods ending
after June 15, 2009.  The Company does not expect the adoption of FSP
FAS 157-4 will have a material impact on its financial condition or results of
operation.
 
 In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active.  FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued.  The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
 
 In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.”  This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities.  This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged.  The Company adopted this FSP
effective January 1, 2009.  The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
 
 In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157.  Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009.  The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
 -8-
 
 ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 Forward-Looking
Information
 
 The
Company may from time to time make written or oral "forward-looking statements"
including statements contained in this report and in other communications by the
Company, which are made in good faith by the Company pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of
1995.
 
 These
forward-looking statements include statements of the Company's plans,
objectives, expectations, estimates and intentions, which are subject to change
based on various important factors (some of which are beyond the Company's
control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in
forward looking statements: the strength of the domestic and local economies in
which the Company conducts operations, the impact of current uncertainties in
global economic conditions and the ongoing financial crisis affecting the
domestic and foreign banking system and financial markets, including the impact
on the Company's suppliers and customers, changes in client needs and consumer
spending habits, the impact of competition and technological change on the
Company, the Company's ability to manage its growth effectively, including its
ability to successfully integrate any business which it might acquire, and
currency fluctuations. All forward-looking statements in this report are based
upon information available to the Company on the date of this report. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events, or otherwise, except as required by law.
  Plan of
Operation
 
 We are
positioned as a green lighting alternative that offers environmentally friendly
lighting products.  The Company, with the Clear-Lite(TM) brand and
private brands, will sell energy-efficient and technologically advanced lighting
products including lamps and light fixtures to the retail and I/C
markets.
 
 The goal
of the Company is to provide an easy pathway for consumers and organizations to
adopt as many green lighting solutions as their budgets will accommodate. To do
this, the Company will offer both retail and industrial/commercial solutions
that emphasize the importance of the environment, costs savings and better light
alternatives.
 
 The
Company plans to focus on developing the following operational
characteristics:
 
 o  Rapid
turnaround from concept to delivery; first to market.
 o  Prompt,
high quality, one-call customer service.
 o  Highly
informed sales people with great tips for greening.
 o  Strong
communication and collaboration among product distributors and service
providers to ensure a seamless customer experience.
 o  Outsourced
technical support and quality control.
 
 All of
the above will be supported by the Company’s fulfillment partners. They will own
and maintain the proper inventory levels. They will also provide the day-to-day
inventory management and order processing controls, such as EDI.
 
 The
Company’s plan of action over the next twelve months is to continue its
operations to manufacture and distribute energy saving and environmentally
friendly lighting products and raise additional capital financing, if necessary,
to sustain operations.  The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders,
the ability to raise equity or debt financing, and the attainment of profitable
operations from the Company's future business.
 
 Results of
Operations
 
 Results
of Operations for the quarter ended April 30, 2009
 
 During
the three months ended April 30, 2009, the Company incurred $196,210 in
operating expenses as compared to $233,568 for the same period last
year.  The increase in expenses was primarily due to $26,178 in
marketing expenses.  For the three months ended April 30, 2009, the
Company experienced a net loss of $(195,817).
  
 -9-
 
 
 Revenues
 
 In its
most recent three month operating period ended April 30, 2009, we generated $873
in revenues and compared to no revenues for the same period last year. We
realized its first revenues during the fourth quarter of 2008 and expect
increased revenues during the remainder of 2009.
 
 Our
operating expenses were $196,210 during the quarter ended April 30, 2009
compared to $233,568 during the same period of 2008, a decrease of 19%. The
decrease was primarily the result of a reduction in professional fees from
$48,020 in 2008 to $18,566 in 2009 and a decrease in wages expense from $83,880
to $45,856. These decreases were offset by an increase in marketing expense to
$26,178 in 2009 from $-0- in 2008. We completed the development of our
environmentally friendly lighting products in 2008. We realized a net loss of
$195,817 during the three months ended April 30, 2009 compared to $233,568
during the same period of 2008. We also realized losses of $282,704 and $338,109
during the four months ended April 30, 2009 and 2008, respectively.
 
 Liquidity and Capital
Resources
 
 As of
April 30, 2009 we had $324,835 in cash and $354,048 in total assets. We used
$196,365 and $356,238 of cash in our operating activities during the four months
ended April 30, 2009 and 2008, respectively. This decrease of $159,873 was the
result of completion of the development of our environmentally friendly lighting
products during the fourth quarter of 2008. We also used cash of $5,912 and
$3,495 for the trade marking of our products. We received $400,000 cash from
notes payable during 2009 and $367,556 from the issuance of common stock during
2009 and 2008, respectively. We expect that our operations will require
approximately $50,000 per month for the next twelve months. We do not have
sufficient cash reserves for the next twelve months and we plan to seek
additional capital from the issuance of our debt or equity
instruments.
 
 Critical Accounting Policies
and Estimates
 
 Our
financial statements are prepared in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Off-Balance Sheet
Arrangements
  We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  Item
3. Quantitative and Qualitative Disclosures About Market Risk
 
 We do not
hold any derivative instruments and do not engage in any hedging
activities.
 
 Item
4.  Controls and Procedures
 
 (a) Evaluation of Disclosure Controls
and Procedures. Our Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this report. Based on that evaluation, our Chief
Executive and Chief Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were ineffective
such that the information required to be disclosed by us in reports filed under
the Exchange Act is (i) recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms and (ii) accumulated and
communicated to our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance, however, that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
  Our
management is Our Chief Executive Officer and Chief Financial Officer are
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives. Furthermore, smaller reporting companies face additional
limitations. Smaller reporting companies employ fewer individuals and find it
difficult to properly segregate duties. Often, one or two individuals control
every aspect of the Company's operation and are in a position to override any
system of internal control. Additionally, smaller reporting companies tend to
utilize general accounting software packages that lack a rigorous set of
software controls.
   -10-
  Our Chief
Executive Officer and Chief Financial Officer evaluated the effectiveness of the
Company's internal control over financial reporting as of April 30,
2009. In making this assessment, our Chief Executive Officer and Chief
Financial Officer used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework.  Based on this evaluation, Our Chief Executive
Officer and Chief Financial Officer concluded that, as of April 30, 2009,
our internal control over financial reporting was effective.
  (b)  Changes in Internal
Control over Financial Reporting. There were no changes in
our internal control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, during our most recently completed fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
 
 PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
  Item
1A. Risk Factors.
  None.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  On April
15, 2009, we consummated a
private placement for the issuance and sale of a convertible debenture for
up to $480,000 of principal amount and two series of warrants to purchase
up to 3,200,000 shares of common stock, for aggregate gross proceeds of
approximately $400,000. In connection with the private placement and as part of
the subscription agreement, we also entered into a registration rights
agreement with the investors, in which we agreed to file a registration
statement with the SEC to register for resale the investor shares, within 90
calendar days of the closing date of the private placement, and use our best
efforts to have the registration statement declared effective within
180 calendar days of the closing date of the private placement. The
issuance of the Note, the Series A Warrants and the Series B Warrants were
exempt from registration pursuant to Section 4(2) of, and Regulation
D and/or Regulation S promulgated under the Securities Act of 1933, as
amended (the "Securities Act").
  Item
3. Defaults Upon Senior Securities.
  None.
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  None
  ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K.
  Exhibits.No.
                  
                  Description31.1
                  
                  Certification pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002, filed
      herewith.32.1
                  
                  Certification pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002, filed
      herewith.
  -11-
 
 
  
  SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  CLEAR-LITE
      HOLDINGS, INC.Date:
      June 19, 2009
                  By:
                  /s/Thomas J.
      IrvineThomas
      J. Irvine
                    Chief
      Executive Officer
 
    -12-