Item 1.01. Entry into a Material Definitive Agreement.

This Form 8-K/A amends the Current Report on Form 8-K filed December 18, 2008 (as amended by that certain Form 8-K/A filed March 5, 2009) filed by CLST Holdings, Inc. (the "Company") regarding its entry into a purchase agreement, effective as of December 10, 2008, through CLST Asset Trust II (the "Trust"), a newly formed trust wholly owned by CLST Asset II, LLC, a wholly owned subsidiary of CLST Financo, Inc. ("Financo"), which is one of our direct, wholly owned subsidiaries, under which the Trust committed to acquire, subject to certain limitations, on or before February 28, 2009, certain receivables, installment sales contracts and related assets of at least $2 million owned by SSPE Investment Trust I (the "SSPE Trust") and SSPE, LLC ("SSPE") (the "Purchase Agreement"). The purchases of receivables by the Trust are financed by cash on hand and by advances under a non-recourse, revolving loan, effective as of December 10, 2008, by and among the Trust, Summit Consumer Receivables Fund, L.P. ("Summit"), as Originator, SSPE and SSPE Trust, as Co-Borrowers, Summit and Eric J. Gangloff, as Guarantors, Fortress Credit Corp., as the Lender, Summit Alternative Investments, LLC, as the Initial Servicer, Lyon Financial Services, Inc., as the backup servicer, and U.S. Bank National Association, as the collateral custodian (the "Credit Agreement") and the letter agreement, effective as of December 10, 2008, among the Trust, Financo, the Originator, the Co-Borrowers, the Initial Servicer, and the Guarantors.

The sole purpose of this Form 8-K/A is to file copies of the exhibits, schedules and annexes to the Purchase Agreement and the Credit Agreement. Copies of the Purchase Agreement and the Credit Agreement containing the attachments thereto are being furnished as exhibits to this Form 8-K/A and are incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.

See the information set forth under Item 1.01 of this Current Report on Form 8-K, all of which is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Purchase Agreement, dated December 10, 2008, by and among SSPE, LLC, SSPE Investment Trust I, and CLST Asset Trust II.

10.2 Credit Agreement, dated December 10, 2008, by and among Summit Consumer Receivables Fund, L.P., Summit Alternative Investments, LLC, SSPE, LLC, SSPE Investment Trust I, CLST Asset Trust II, Summit Consumer Receivables Fund, L.P., Eric J. Gangloff, Fortress Credit Corp., U.S. Bank National Association and Lyon Financial Services, Inc.

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