Item 8.01 Other Events

On February 4, 2009, the Company issued a press release in response to the announcement that Red Oak Fund, L.P., a fund managed by Red Oak Partners, LLC, intends to commence a tender offer for shares of the Company's common stock.

A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

99.1 Press Release entitled "Red Oak Fund LP Announces Intention to Commence Tender Offer For Shares of CLST Holdings, Inc." issued February 4, 2009 by CLST Holdings, Inc.*

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*Furnished herewith.