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)

June 1723, 2010

CLST Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-22972	75-2479727
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

17304 Preston Road, Suite 420

Dallas, Texas, 75252

(Address of principal executive offices including Zip Code)

(972) 267-0500

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

AsOn ~~previously~~June 23, ~~disclosed~~2010, onRon ~~our~~Phillips ~~Current~~and ~~Report~~Scott onMoorehead, ~~Form 8-K~~as putative plaintiffs, filed ~~with~~a ~~the Securities~~derivative lawsuit against Robert A. Kaiser, Timothy S. Durham, and David ~~Exchange~~Tornek ~~Commission~~in the 298th District Court of Dallas County, Texas. The shareholder derivative petition (the “~~SEC~~Petition”) onalleges ~~June~~that Messrs. 18Kaiser, ~~2010~~Durham, onand ~~June 17,~~Tornek ~~2010,~~entered ~~the~~into ~~Board~~self-dealing oftransactions ~~Directors~~at (the ~~“Board”) of~~expense of CLST Holdings, Inc. (the “Company”) ~~approved~~and ~~amendments~~its tostockholders ~~(i) that~~and ~~certain~~violated ~~Rights~~their ~~Agreement,~~fiduciary ~~dated~~duties as of ~~February 13~~loyalty, ~~2009~~independence, bydue ~~and~~care, ~~between~~good ~~the~~faith, ~~Company~~ and ~~Mellon~~fair ~~Investor~~dealing. ~~Services~~Among ~~LLC~~other things, ~~as Rights~~the ~~Agent~~Petition (seeks the ~~“Rights~~rescission of the Company’s Long Term Incentive Plan”) and ~~(ii) its~~the Rights Plan, an award of ~~Dissolution~~compensatory and punitive damages, ~~which~~and ~~was~~the ~~approved~~appointment of bya ~~its~~trustee ~~stockholders~~or conservator to oversee the windup and dissolution of the Company. No assurance can be given of the effect that the newly filed state court lawsuit will have on ~~March 28~~the Company, its financial ~~2007~~position ~~(the~~or ~~“Plan~~its results of ~~Dissolution”)~~operations. A copy of the Petition is furnished herewith in its entirety as Exhibit 99.1.

The ~~amendment~~Company’s tocertificate ~~the~~of ~~Rights~~dissolution, ~~Plan~~filed ~~allows~~with the ~~Board,~~Delaware inSecretary ~~the event that rights under~~of ~~the~~State ~~Rights~~on ~~Plan~~March 26, ~~are triggered and are not exercisable for any reason~~2010, ~~including the~~became ~~closing~~effective ~~of the Company’s stock transfer records~~ on June 24, 2010 ~~pursuant~~. Pursuant to the Plan of Dissolution, immediately toafter ~~make~~the ~~adjustments~~close toof ~~liquidating distributions~~business ~~payable~~on toJune 24, 2010, the Company’s closed ~~stockholders,~~its asstock ~~would~~transfer ~~have~~books ~~been appropriate~~and ~~had~~the antrading ~~exchange~~ of ~~rights~~its ~~been~~stock ~~effected~~on ~~under~~ the ~~Rights~~Pink ~~Plan. The~~Sheets ceased ~~amendment~~at to the ~~Rights~~same ~~Plan is furnished herewith in its entirety as Exhibit 4~~time.~~1 and is incorporated by reference herein.~~

InAll ~~addition,~~capitalized ~~consistent~~terms ~~with~~that ~~the~~are ~~Board’s~~undefined ~~amendment~~herein toshall ~~the~~have ~~Rights Plan,~~ the ~~Board also~~meaning ~~approved~~set anforth ~~amendment to~~ in the Company’s ~~Plan~~Annual ~~of Dissolution, as disclosed in its Current~~ Report on Form 810-K ~~which~~for ~~was filed with~~ the ~~SEC~~year onended ~~June~~November 1830, ~~2010~~2009.

~~On June 18,~~Item ~~2010, the Company issued a press release announcing the amendments to the Rights Plan and the Plan of Dissolution~~9. ~~A copy of this press release is filed as Exhibit 99~~01.~~1 to~~ ~~this~~Financial ~~Current~~Statements ~~Report on Form 8-K~~ and ~~is incorporated herein by reference~~Exhibits.

~~Item 3~~(d) Exhibits.~~03. Material Modification to Rights of Security Holders.~~

~~The information~~99.1 ~~set~~Ron ~~forth~~Phillips ~~under~~and ~~“Item~~Scott ~~1.01.~~Moorhead’s ~~Entry~~Shareholder ~~into~~Derivative aPetition ~~Material~~Based ~~Definitive Agreement”~~Upon ofSelf-Dealing, ~~this~~Breach ~~Current~~of ~~Report~~Fiduciary onDuty, ~~Form 8-K~~Waste isof ~~incorporated~~Corporate ~~into this~~Assets, ~~Item~~and ~~3.03~~Unjust ~~by reference~~Enrichment.

~~Item~~Note: 9The information contained in this report (including Exhibit 99.011) ~~Financial~~shall ~~Statements~~not ~~and~~be deemed ~~Exhibits~~“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

~~(d) Exhibits~~SIGNATURES

~~4.1 Amendment~~Pursuant ~~dated~~to ~~June 17,~~the ~~2010~~requirements ~~to Rights~~of ~~Agreement~~the ~~dated~~Securities asExchange Act of ~~February 13~~1934, ~~2009~~as amended, bythe ~~and~~registrant ~~between~~has ~~the~~duly ~~Company and~~caused ~~Mellon~~this ~~Investor~~report ~~Services~~to ~~LLC,~~be assigned ~~Rights~~on ~~Agent~~its behalf by the undersigned hereunto duly authorized.

99.1 Press Release dated June 17, 2010

	CLST HOLDINGS, INC.


Dated: June 29, 2010	By:	/s/ Robert A. Kaiser
		Robert A. Kaiser
		President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLST HOLDINGS, INC.
Dated: June 18, 2010	By:	/s/ Robert A. Kaiser
		Robert A. Kaiser
		President and Chief Executive Officer

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