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

On June 23, 2009, Perfumania Holdings, Inc. (the "Company") received a notice from The NASDAQ Stock Market ("NASDAQ") advising that, because we did not file our Form 10-Q for the fiscal quarter ended May 2, 2009 by the due date, we are not in compliance with Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission. The NASDAQ notice provided us 60 calendar days to submit a plan to regain compliance.

We are working to file the Form 10-Q as soon as possible, and will submit a plan to regain compliance to NASDAQ if necessary. If we submit such a plan, NASDAQ may allow us until November 12, 2009 to regain compliance.

The NASDAQ notice has no effect on the listing of our common stock at this time.

The Company's June 29, 2009 press release describing the NASDAQ notice is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Exhibit Index
99.1 Press Release issued by the Company on June 29, 2009.

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