Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 20, 2008, 'mktg, inc.' (the "Company") received a letter from The Nasdaq Stock Market stating that the Company is not in compliance with the requirements for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14) because of the Company's failure to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2008.

As previously reported, the Company has determined that its audited consolidated financial statements for the fiscal year ended March 31, 2008 and unaudited interim consolidated financial statements for the quarter ended June 30, 2008, may need to be restated. The Company is conducting a review of its historical financial statements and is working with its independent registered public accounting firm toward being able to file amended Forms 10-Q and 10-K, which would then enable the Company to file its 10-Q for the quarter ended September 30, 2008. The Company intends to make all necessary filings to become current in its reporting obligations as soon as practicable.

Pursuant to Nasdaq rules, the Company has 60 days to submit a plan to Nasdaq to regain compliance. The Company will endeavor to become current in its reporting obligations within such 60-day period, and intends to submit a compliance plan to Nasdaq if it is unable do so. Following any such submission, Nasdaq may provide the Company with up to 180 days (until May 13, 2009), to regain compliance.

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