UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT


SCHEDULE 14A INFORMATION


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Definitive Proxy Statement

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CLST HOLDINGS, INC.

(Name of Registrant as Specified in its Charter)


RED OAK PARTNERS, LLC

THE RED OAK FUND, L.P.

PINNACLE FUND, LLLP

PINNACLE PARTNERS, LLC

BEAR MARKET OPPORTUNITY FUND, L.P.

DAVID SANDBERG

MATTHEW BEHRENT

 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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In connection with the annual meeting of CLST Holdings, Inc. (the “Company”) scheduled to be held on March 23, 2010, Red Oak Partners, LLC (“Red Oak”) has filed with the Securities and Exchange Commission a definitive proxy statement nominating two directors and adding 6 proposals to the shareholder vote.  Included in the proxy is a link for a website (attached as Exhibit A) where proxy materials are made available.