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):  January 30, 2012 (January 25, 2012)

Q Lotus Holdings, Inc.

(Exact name of registrant as specified in its charter)

500 North Dearborn Street, Suite 605, Chicago, IL 60654

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code:  (312) 379-1800

_________________________________________________

(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:

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

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

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

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

On January 25, 2012, Q Lotus Holdings, Inc. entered into the second amendment (the “Amendment”) to a promissory note to Frank Powers dated December 1, 2011, as amended, (the “Note”) in order to extend the maturity date of the Note from February 1, 2012 to February 21, 2012.  No other terms of the Note were amended.

The description of the Amendment contained in this Item 1.01 is a summary and is qualified in its entirety by reference to the copy of the Amendment that is attached hereto as an exhibit, and which is incorporated herein by reference.

The information set forth in Item 1.01 hereof is incorporated herein by reference.

(c)           Exhibits.

10.26       Second Amendment to Promissory Note, dated January 25, 2012, between the Q Lotus Holdings, Inc. and Frank Powers

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.