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

On January 16, 2009 the Board of Directors of CLST Holdings, Inc. voted to increase the size of the Board from three members to four members and appointed David Tornek to fill the vacancy as a Class III director to hold office for the remaining term of the Class III directors until the annual meeting of stockholders in 2010 and until his successor is duly elected and qualified. We expect that Mr. Tornek will be named as Chairman of the Audit Committee of our Board of Directors.

Mr. Tornek does not have a direct or indirect material interest in any transaction or any proposed transaction with us in which the amount involved exceeds $120,000 nor have we entered into any material plan, contract or agreement with Mr. Tornek.