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

As previously reported, SteelCloud received notice on March 23, 2009, from the NASDAQ Stock Market ("NASDAQ"), that it was subject to potential delisting from NASDAQ for failure to comply with the stockholders' equity requirement for continued listing under NASDAQ Listing Rule 5550(b). On April 14, 2009, SteelCloud informed NASDAQ that it intended to achieve compliance with this requirement through an equity financing, which offer has been registered with the Securities and Exchange Commission (the "SEC") on a Form S-1 registration statement (File No. 333-158703). As a result, SteelCloud had been granted an extension until July 6, 2009, to comply with this requirement. To date, the registration statement has not yet been declared effective by the SEC, and the financing transaction has not yet been completed, and there can be no assurance that such financing will be completed. On July 8, 2009, SteelCloud received written notification from NASDAQ stating that SteelCloud did not meet the terms of the extension, and that, as a result, SteelCloud's securities would be subject to suspension from trading at the opening of business on July 17, 2009, and delisting from NASDAQ (the "Suspension Notice").

SteelCloud requested a hearing to appeal the Suspension Notice before a NASDAQ Hearing Panel (the "Panel"), to present its plan for regaining compliance with Rule 5550(b) (the "Appeal"). On August 4, 2009, SteelCloud received notice that NASDAQ received its Appeal, and that the delisting action has been stayed, pending a final written decision by the Panel after an oral/written hearing (the "Hearing"), where SteelCloud must demonstrate its ability to regain and sustain compliance with Rule 5550(b). The Hearing is scheduled for 11:00 A.M. EST, on September 3, 2009. SteelCloud is required to submit to NASDAQ an updated plan of compliance and a chronological list of all Form 8-K or 6-K filings made since the date of the Company's most recent annual filing by August 14, 2009. There can be no assurance that the Panel will grant SteelCloud's request for continued listing.

Item 7.01 Regulation FD Disclosure

On July 30, 2009, SteelCloud held a status conference call to discuss recent Company events. A copy of the transcript of the conference call is attached as Exhibit 20.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 20.1 Transcript of the July 30, 2009 SteelCloud status conference call.

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