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

SteelCloud today announced it has received notice, under Marketplace Rule 4310(c)(3)(the "Rule"), that its common stock is subject to potential delisting from the Nasdaq Capital Market because SteelCloud does not have a minimum of $2,500,000 in stockholders' equity, $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. On or before April 7, 2009 SteelCloud is required to provide Nasdaq with a specific plan of how it will achieve and sustain compliance with all the Nasdaq Capital Market listing requirements, including a time frame for completion of such plan.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

On March 27, 2009, SteelCloud issued a press release announcing the receipt of a notice from Nasdaq relating to the delisting of the Company's securities. Please see Item 3.01 for additional information.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release issued by SteelCloud, Inc., dated March 27, 2009, entitled, "SteelCloud Receives Marketplace Rule 4310(c)(3) Notice."

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