FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Red Oak Partners, LLC 2. Date of Event Requiring Statement (Month/Day/Year) 02/09/2009 3. Issuer Name and Ticker or Trading Symbol CLST HOLDINGS, INC. [CLHI] (Last) (First) (Middle) 145 FOURTH AVENUE, SUITE 15A 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10003 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, $0.01 par value 509,693 I By Pinnacle Fund LLLP (1) (4) Common Stock, $0.01 par value 1,645,410 I By The Red Oak Fund, LP (2) (4) Common Stock, $0.01 par value 260,000 I By Bear Market Opportunity Fund, L.P. (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Red Oak Partners, LLC 145 FOURTH AVENUE SUITE 15A NEW YORK, NY 10003	Â	  X	Â	Â
Sandberg David 145 4TH AVENUE SUITE 15A NEW YORK, NY 10003	Â	  X	Â	Â

Signatures

David Sandberg, for himself & as Managing Member of Red Oak Partners LLC		02/18/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Red Oak Partners LLC (the "General Partner") is a member of both Pinnacle Partners, LLC, the general partner of Pinnacle Fund LLLP ("Pinnacle"), the direct owner of the subject securities, and Pinnacle Capital, LLC, the investment advisor to Pinnacle. David Sandberg is the managing member of the General Partner.
(2)	The General Partner is the general partner of The Red Oak Fund, LP, the direct owner of the subject securities. David Sandberg is the managing member of the General Partner.
(3)	The General Partner is the investment advisor to Bear Market Opportunity Fund, L.P. , the direct owner of the subject securities, and exercises investment control over the subject securities. David Sandberg is the managing member of the General Partner.
(4)	Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and nothing herein shall be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

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