UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

~~July 23~~October 29, 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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement

As previously disclosed, on December 18, 2006, CLST Holdings, Inc. (the “Company”) entered into a definitive agreement (the “Mexico Sale Agreement”) with Soluciones Inalámbricas, S.A. de C.V. (“Wireless Solutions”) and Prestadora de Servicios en Administración y Recursos Humanos, S.A. de C.V. (“Prestadora”), two affiliated Mexican companies, providing for the sale of all of the Company’s Mexico operations (the “Mexico Sale”). The Mexico Sale was structured as the sale of all of the outstanding shares of our Mexican subsidiaries, and included our interest in Comunicación Inalámbrica Inteligente, S.A. de C.V. (“CII”), our joint venture with Wireless Solutions. Under the terms of the transaction, we received $20 million in cash, and were entitled to receive our pro rata share of CII profits for the first quarter 2007 and up to the consummation of the transaction, within 150 days from the closing date. We did not receive any pro rata share of the CII profits and other terms required as of 150 days from the closing date of the Mexico sale. Accordingly, we filed claims against the buyers in the Mexico Sale in an ICC arbitration proceeding.Background

~~The~~As previously disclosed, during 2008 the Company ~~arbitration~~consummated ~~proceeding~~two ~~was~~acquisitions ~~held~~of inconsumer ~~Mexico~~notes ~~City~~receivable portfolios. On November 10, ~~Mexico~~2008, inthe ~~October 2009~~Company, ~~and~~through CLST Asset I, LLC (“CLST Asset I”), a wholly owned subsidiary of CLST Financo, Inc. (“Financo”), which is one of our direct, wholly owned subsidiaries, entered into a purchase agreement to acquire all of the ~~arbitration~~outstanding ~~panel~~equity ~~recently~~interests ~~issued~~of ~~their~~FCC ~~award~~Investment Trust I (“Trust I”) from a third party (the “Trust I Purchase Agreement”). The purchase price payable in the Trust I Purchase Agreement was financed pursuant to the terms and conditions set forth in the credit agreement, dated ~~July~~November 1510, ~~2010~~2008, among Trust I, Fortress Credit Co LLC, as a lender (“Fortress”), FCC Finance, LLC (“FCC”), as the initial servicer, and various other parties (the “~~Arbitration~~Trust ~~Award~~I Credit Agreement”). ~~The~~On ~~Company~~December ~~received~~12, ~~the~~2008 ~~Arbitration~~we, ~~Award~~through onCLST Asset ~~July 23~~Trust II (“Trust II”), ~~2010~~a newly formed trust wholly owned by CLST Asset II, LLC (“CLST Asset II”), a wholly owned subsidiary of Financo, entered into a purchase agreement to acquire certain receivables, installment sales contracts and related assets owned by SSPE Investment Trust I (“SSPE Trust”) and SSPE, LLC (“SSPE”). Funding for Trust II included a revolving loan, which Trust II entered into with 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. (“Fortress Corp.”), as a lender, Summit Alternative Investments, LLC, as the initial servicer, and various other parties (“Trust II Credit Agreement”).

~~Among other~~As ~~things~~previously disclosed, ~~the~~both ~~Arbitration~~Trust ~~Award~~I ~~awarded~~and ~~the~~Trust ~~Company breach of contract~~II ~~damages~~had ofbeen ~~$394,230~~notified ~~representing~~that ~~the~~they ~~Company’s~~were ~~pro~~in ~~rata~~default ~~share~~of certain of ~~CII’s~~their ~~profits~~obligations ~~for~~under ~~the~~their ~~first~~respective ~~quarter~~credit ~~2007~~agreements, ~~through~~and the ~~closing~~Company’s ofinvestment ~~the~~in ~~transaction,~~Trust I and ~~$102,457 relating~~Trust toII ~~the~~was ~~Company’s~~at ~~claim~~a ~~for~~substantial ~~unpaid~~risk ~~management~~of ~~fees~~loss. The ~~arbitration~~Company’s ~~panel~~outstanding ~~also~~balances ~~awarded~~under the ~~Company~~Trust ~~interest~~I onCredit ~~those~~Agreement ~~two~~and ~~damage~~the ~~amounts~~Trust atII ~~the~~Credit ~~rate~~Agreement ofwere 6%$21. ~~Interest~~9 ~~began~~million ~~accruing~~and on$4.0 ~~September 12~~million, ~~2007~~ ~~and~~respectively, ~~will~~as ~~continue~~of August to31, ~~accrue~~2010. The ~~until~~Company ~~the~~had ~~date~~been ~~the~~in discussions ~~amounts~~with ~~are~~Fortress ~~paid~~and ~~in full~~Fortress Corp. ~~The~~ ~~Arbitration~~regarding ~~Award~~these ~~also provided~~matters ~~that~~and ~~each~~has entered ~~side~~into ~~must~~the ~~bear~~Trust ~~its~~I ~~own~~and ~~attorneys’~~Trust ~~fees~~II ~~and~~settlement ~~experts’~~transactions ~~fees~~discussed ~~and~~below ~~that~~in ~~arbitration~~resolution ~~expenses~~of bethese ~~divided~~matters ~~between~~ (the ~~parties~~“Trust I and Trust II Settlement Transactions”).

~~In addition,~~Trust ~~the~~I ~~arbitration panel concluded that certain claims against the buyers in the Mexico Sale for overstating reserves~~ and ~~maliciously~~Trust ~~allocating~~II ~~April 2007 income~~Settlement 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. 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 Company is giving consideration to asserting the claims against Wireless Solutions and Prestadora that the arbitration panel allowed to remain outstanding.Transactions

WeOn October 29, 2010, the Trust I Credit Agreement ~~will~~was ~~not~~amended, ~~dissolve~~effective ~~Audiomex~~August ~~Export~~31, ~~Corp~~2010 (the “First Amendment”). Among other things, ~~National~~the ~~Auto~~First ~~Center, Inc~~Amendment provided additional funding to Trust I to enable it to purchase the receivables portfolio of Trust II and pay in full the outstanding principal balance in addition to all accrued interest. Trust I executed an Amended and Restated Note ~~CLST-NAC~~in favor of Fortress, ~~Ltd.~~ dated October 29, 2010 (the “Amended and Restated Note”), in the face amount of $25,763,950 which modifies, ~~are~~restates ~~direct~~and ~~parties~~replaces that certain Note, dated as of November 10, 2008, executed by Trust I in the original face amount of $34,891,977 (the “Existing Note”). Pursuant to the First Amendment, the Administrative Agent and ~~NAC~~Lenders ~~Holdings~~(as such terms are defined in the First Amendment) (i) consented to the Sale and Assignment Agreement discussed below and (ii) waived all prior events of default under the Trust I Credit Agreement and the accrual and collection of default rate interest in connection with such events of default for the period from September 1, ~~Inc~~ 2010 through October 29, 2010. In addition, the parties agreed ~~which~~that iscertain ineligible receivables acquired by Trust I under the Trust I Purchase Agreement would be repurchased by Drawbridge Special Opportunities Fund LP (“Drawbridge”), or one of its affiliates, for an ~~indirect~~amount ~~party~~equal to $176,964. These ineligible receivables were sold pursuant to the ~~Mexico~~Ineligible Receivables ~~arbitration~~Sale ~~proceeding~~and Assignment Agreement discussed below. Also, ~~until~~the ~~payment~~CLST Parties and the Fortress Parties (as each is ~~received~~defined in ~~accordance~~the ~~with~~First Amendment) agreed to a mutual release which released and discharged all claims, demands and causes of action they may have against one another related to the ~~Arbitration~~Trust ~~Award~~I Credit Agreement, the Trust II Credit Agreement and certain other related transaction documents. The First Amendment also amended certain terms and conditions of the Trust I Credit Agreement including, among others (i) the definitions of “Change of Control,” “Defaulted Receivable,” “Facility Amount” and “Interest Rate” and (ii) the Annualized Default Rate triggers and Delinquent Accounts Ratio triggers.

~~Note:~~In ~~The information~~connection ~~contained~~with inthe ~~this~~Trust ~~report~~I ~~shall~~and ~~not~~Trust beII Settlement ~~deemed~~Transactions, ~~“filed”~~Trust ~~for~~I ~~purposes~~entered into a Sale and Assignment, effective as of ~~Section 18~~August of31, 2010 (the ~~Securities~~“Sale ~~Exchange~~and ~~Act~~Assignment Agreement”), ofwith ~~1934~~Trust II, aswhereby ~~amended,~~Trust ~~or otherwise~~I ~~subject~~purchased tofrom ~~the~~Trust II ~~liabilities~~its portfolio of ~~that~~receivables ~~section,~~along ~~nor~~with ~~shall~~all itrelated besecurity ~~deemed~~and rights to ~~incorporated~~income byand ~~reference~~proceeds infrom ~~any~~the ~~filing~~receivables ~~under~~for ~~the~~a ~~Securities~~purchase ~~Act~~price of ~~1933~~approximately $5.9 million. Also, asTrust I entered into ~~amended~~a Sale and Assignment, ~~except~~effective as ~~expressly~~of ~~set~~October ~~forth~~29, by2010 ~~specific~~(the ~~reference~~“Ineligible inReceivables ~~such~~Sale aand ~~filing.~~Assignment Agreement”),

~~SIGNATURES~~with 50-by-50 LLC, an affiliate of Drawbridge (the “Buyer”), whereby Trust I sold certain ineligible receivables acquired under the Trust I Purchase Agreement to Buyer for an amount equal to $176,964.

~~Pursuant~~Copies toof the ~~requirements~~First ofAmendment, ~~the~~Amended ~~Securities~~and ~~Exchange~~Restated Note, ~~Act~~Sale ofand ~~1934,~~Assignment ~~as amended,~~Agreement ~~the~~and ~~registrant~~Ineligible ~~has~~Receivables ~~duly~~Sale ~~caused~~and Assignment ~~this~~Agreement ~~report~~are being furnished as exhibits to bethis ~~signed~~Current Report on Form ~~its~~8-K ~~behalf~~ and are incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~1.01.

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

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

3The disclosure contained in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 First Amendment to Credit Agreement, dated as of October 29, 2010 but effective as of August 31, 2010, by and among FCC Investment Trust I, Fortress Credit Co LLC, Fortress Credit Funding I LP, Fortress Credit Funding III LP, Fortress Credit Opportunities I L.P., FCC Finance, LLC, U.S. Bank National Association and Lyon Financial Services, Inc.

10.2 Amended and Restated Note, dated as of October 29, 2010, by FCC Investment Trust I in favor of Fortress Credit Co LLC.

*10.3 Sale and Assignment Agreement, dated as of August 31, 2010, by and between CLST Asset Trust II and FCC Investment Trust I.

*10.4 Sale and Assignment Agreement, dated as of October 29, 2010, by and between FCC Investment Trust I and 50-by-50 LLC.

* Portions of these exhibits have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.

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: November 3, 2010	By:	/s/ Robert A. Kaiser
		Robert A. Kaiser
		President and Chief Executive Officer

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