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~~July 23, 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 7.01. Regulation FD Disclosure

OnAs ~~June~~previously disclosed, on December 2318, ~~2010~~2006, ~~Ron~~CLST ~~Phillips~~Holdings, Inc. ~~and~~(the ~~Scott~~“Company”) ~~Moorehead,~~entered asinto ~~putative~~a ~~plaintiffs,~~definitive ~~filed~~agreement a(the ~~derivative~~“Mexico ~~lawsuit~~Sale ~~against~~Agreement”) ~~Robert~~with Soluciones Inalámbricas, S.A. ~~Kaiser,~~de ~~Timothy S~~C.V. ~~Durham,~~(“Wireless Solutions”) and ~~David~~ ~~Tornek~~Prestadora inde ~~the~~Servicios ~~298th~~en ~~District~~Administración ~~Court~~y Recursos ~~of Dallas County~~Humanos, ~~Texas~~ S. ~~The~~A. ~~shareholder~~de ~~derivative~~C.V. ~~petition~~ (~~the~~ “~~Petition~~Prestadora”), two ~~alleges~~affiliated ~~that~~Mexican ~~Messrs. Kaiser~~companies, ~~Durham,~~ ~~and~~providing ~~Tornek~~for ~~entered~~the ~~into~~sale ~~self-dealing~~of ~~transactions~~all atof the ~~expense of~~Company’s ~~CLST~~Mexico ~~Holdings, Inc.~~operations (the “~~Company~~Mexico Sale”). ~~and~~The ~~its~~Mexico ~~stockholders~~Sale ~~and~~was ~~violated~~structured ~~their~~as ~~fiduciary~~the ~~duties~~sale of ~~loyalty, independence,~~all ~~due~~of ~~care,~~the ~~good~~outstanding ~~faith~~shares of our Mexican subsidiaries, and ~~fair~~included ~~dealing~~our interest in Comunicación Inalámbrica Inteligente, S.A. ~~Among~~de ~~other~~C.V. ~~things~~(“CII”), ~~the~~our ~~Petition~~joint ~~seeks~~venture with Wireless Solutions. Under the ~~rescission~~terms of the ~~Company’s~~transaction, ~~Long~~we received ~~Term~~$20 million ~~Incentive~~in ~~Plan~~cash, and ~~the Rights~~were ~~Plan,~~entitled anto ~~award~~receive ofour ~~compensatory~~pro ~~and~~rata share ~~punitive~~of ~~damages,~~CII ~~and~~profits for the ~~appointment of~~first aquarter ~~trustee~~2007 orand ~~conservator~~up to ~~oversee~~the consummation of the ~~windup~~transaction, ~~and~~within ~~dissolution~~150 days offrom the ~~Company~~closing date. No ~~assurance~~We ~~can~~did benot ~~given~~receive any ofpro ~~the~~rata ~~effect~~share ~~that~~ of the ~~newly~~CII ~~filed~~profits ~~state~~and ~~court~~other ~~lawsuit~~terms ~~will~~required ~~have~~as onof 150 days from the ~~Company,~~closing ~~its~~date ~~financial position~~of orthe ~~its~~Mexico ~~results~~sale. ofAccordingly, ~~operations. A~~we filed ~~copy~~claims ofagainst the ~~Petition~~buyers isin ~~furnished~~the ~~herewith~~Mexico Sale in ~~its~~an ~~entirety~~ICC asarbitration ~~Exhibit 99~~proceeding.1.

The ~~Company’s~~arbitration ~~certificate~~proceeding ofwas ~~dissolution,~~held ~~filed~~in ~~with~~Mexico ~~the Delaware Secretary of State on March 26~~City, ~~2010,~~Mexico ~~became~~in ~~effective on June~~October 242009, and ~~2010. Pursuant to~~ the ~~Plan~~arbitration ofpanel ~~Dissolution, immediately~~recently ~~after~~issued ~~the~~their ~~close~~award ofdated ~~business on June~~July 2415, 2010, (the ~~Company closed~~“Arbitration ~~its~~Award”). The ~~stock~~Company ~~transfer~~received ~~books and~~ the ~~trading~~Arbitration ofAward ~~its stock~~ on ~~the Pink Sheets~~ ~~ceased~~July 23, ~~at the same time~~2010.

~~All~~Among ~~capitalized~~other ~~terms~~things, ~~that~~the ~~are~~Arbitration ~~undefined~~Award ~~herein~~awarded ~~shall~~the ~~have~~Company breach of contract damages of $394,230 representing the ~~meaning~~Company’s ~~set~~pro ~~forth~~rata inshare of CII’s profits for the first quarter 2007 through the closing of the transaction, and $102,457 relating to the Company’s ~~Annual~~claim ~~Report~~for unpaid management fees. The arbitration panel also awarded the Company interest on ~~Form 10-K~~those ~~for~~two damage amounts at the ~~year~~rate ~~ended~~of ~~November~~6%. Interest began accruing on September 3012, ~~2009~~2007 and will continue to accrue until the date the amounts are paid in full. The Arbitration Award also provided that each side must bear its own attorneys’ fees and experts’ fees and that arbitration expenses be divided between the parties.

~~Item~~In addition, 9the arbitration panel concluded that certain claims against the buyers in the Mexico Sale for overstating reserves and maliciously allocating April 2007 income toward the end of the month, a time which would not require it to be shared with the Company, could not be determined in the arbitration.01 However, the arbitration panel specifically noted in the Arbitration Award that its finding was “without prejudice to [the Company’s] right, or nonexistence of such right, to bring such claims in a new arbitration.” The ~~Financial~~Company ~~Statements~~is giving consideration to asserting the claims against Wireless Solutions and ~~Exhibits~~Prestadora that the arbitration panel allowed to remain outstanding.

~~(d)~~We will not dissolve Audiomex Export Corp., National Auto Center, ~~Exhibits~~Inc. and CLST-NAC, Ltd., which are direct parties to, and NAC Holdings, Inc., which is an indirect party to, the Mexico arbitration proceeding, until payment is received in accordance with the Arbitration Award.

~~99.1~~Note: ~~Ron~~The information ~~Phillips~~contained ~~and~~in ~~Scott~~this ~~Moorhead’s~~report ~~Shareholder~~shall ~~Derivative~~not ~~Petition~~be ~~Based~~deemed ~~Upon~~“filed” ~~Self-Dealing~~for purposes of Section 18 of the Securities Exchange Act of 1934, ~~Breach~~as amended, or otherwise subject to the liabilities of ~~Fiduciary~~that ~~Duty~~section, ~~Waste~~nor shall it be deemed incorporated by reference in any filing under the Securities Act of ~~Corporate~~1933, ~~Assets~~as amended, ~~and~~except ~~Unjust~~as ~~Enrichment~~expressly set forth by specific reference in such a filing.

Note: The information contained in this report (including Exhibit 99.1) shall not be deemed “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.2

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.	~~CLST HOLDINGS, INC.~~
Dated: June 29, 2010		By:	/s/ Robert A. Kaiser
Dated: July 29, 2010	By:	/s/ ROBERT A. KAISER
		Robert A. Kaiser	~~Robert A. Kaiser~~
		President and Chief Executive Officer	~~President and Chief Executive Officer~~

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