UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

CLST Holdings, Inc.
(Name of Subject Company (Issuer))

Red Oak Fund, L.P.
(Name of Filing Person (Offeror))

Common Stock, $.01 par value
(Title of Class of Securities)

150925204
(CUSIP Number of Class of Securities)

David Sandberg
Red Oak Capital Partners, LLC
145 Fourth Avenue, Suite 15A
New York, NY  10003
(212) 614-8952

(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)


CALCULATION OF FILING FEE

Transaction Valuation*
N/A

Amount of Filing Fee**
N/A

* Estimated for purposes of calculating the filing fee only.
** The amount of the filing fee, calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934, as amended.

_ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: N/A

Filing Party: N/A

Form or Registration No.: N/A

Date Filed: N/A


[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]



FOR IMMEDIATE RELEASE

For further information contact David Sandberg,
Red Oak Partners, LLC
(212) 614-8952, dsandberg@redoakpartners.com

Red Oak Abandons Previously Announced Tender Offer Plans Due to Adoption by
CLST Holdings, Inc. of a "Poison Pill" Rights Plan

New York, New York, February 9, 2009.  Red Oak Fund, LP ("Red Oak"), a fund
managed by Red Oak Partners, LLC, announced today that it is terminating its
previously announced plan to commence a tender offer for shares of common stock
of CLST Holdings, Inc. ("CLHI") in light of CLHI's announcement on Friday,
February 6th that it adopted a "poison pill" rights plan.  "This hostile action
by CLHI makes little sense to us given our intent to conduct a friendly offer
to shareholders to provide a liquidity opportunity (in an otherwise illiquid
security) at a significant premium to prior and 30-day average prices," said
David Sandberg, managing partner of Red Oak Partners, LLC.  Mr. Sandberg
continued: "As the company is under a shareholder-approved plan of dissolution,
the adoption of this poison pill causes us to question whether: a) the
shareholder-approved plan of dissolution is still in place; or b) CLHI's Board
wants to abandon the plan approved by shareholders and already in place.   We
are dismayed that they took this step without even evaluating the terms of our
intended offer which would have been set forth in our offer documents.  On
Tuesday, February 3rd, we received communication via email from CLHI indicating
they would like to discuss our plans, but on the call all they did was indicate
they would comply with their legal obligations and provide a shareholder list.
This seems to indicate to us that the Board's entrenching its position takes
precedence over providing details of an offer to shareholders and allowing
shareholders to decide for themselves, particularly when no such rights plan or
provision was in place prior to our announcement."

"We question the purported excuse or rationale for this plan about preserving
net operating loss carryforwards in the company.  Since CLHI had previously
adopted a plan to liquidate, it does not appear to us that the net operating
loss carry forward or NOL will ever benefit the current shareholders.
Virtually all companies under shareholder-approved plans of dissolution have
net losses from operations, thus we think the market attaches little relevance
to tax loss carryforwards (NOLs) for such companies."  Mr. Sandberg continued,
"CLHI has included provisions in its poison pill which seem directly intended
to limit our tender offer.  As large current shareholders, we are concerned
with the Board's actions and intentions."

In light of the actions taken by CLHI in adopting its rights plan, Red Oak is
abandoning its previously announced plan to commence a tender offer for CLHI
shares.  Mr. Sandberg stated, "we are very disappointed that CLHI has seen fit
to block a potential source of liquidity for its shareholders."