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

As announced on October 17, 2008, on October 16, 2008, Velocity Express Corporation (the "Company") received a letter from the Listing Qualifications Staff (the "Staff") of The NASDAQ Stock Market LLC ("NASDAQ") indicating that the Company was not in compliance with Marketplace Rule 4310(c)(3), which requires the Company to have a minimum of $2,500,000 in stockholders' equity. The Company was afforded the opportunity to present and subsequently submitted its plan to regain compliance with Marketplace Rule 4310(c)(3) for the Staff's review. On February 4, 2009, the Company received a letter from the Staff (the "Staff Determination") notifying the Company that, based upon the Company's non-compliance with Marketplace Rule 4310(c)(3), the Staff had determined to delist the Company's securities from NASDAQ unless the Company requested a hearing before a NASDAQ Listing Qualifications Panel (the "Panel").

The Company intends to request a hearing before the Panel, which will stay any action with respect to the Staff Determination until the Panel renders a decision subsequent to the hearing. There can be no assurance that following the hearing the Panel will grant the Company's request for continued listing.

A copy of the Company's press release announcing receipt of the Staff Determination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS.

EXHIBIT NO. DESCRIPTION
99.1 Press release issued by Velocity Express Corporation on February 10, 2009

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