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

On September 16, 2009, Orange 21 Inc. (the "Company") received a letter from Nasdaq indicating that, for the last 30 consecutive business days preceding the date of the letter, the bid price of the Company's common stock had closed below the $1.00 minimum bid price required for continued listing on the Nasdaq Capital Market under Marketplace Rule 5550(a)(2). The notification has no effect on the listing of the Company's common stock at this time.

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Nasdaq letter, or until March 15, 2010, to regain compliance with the minimum bid price rule. To regain compliance, the closing bid price of the Company's common stock must be at or above $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by March 15, 2010, Nasdaq will provide written notification to the Company that the Company's common stock is subject to delisting. Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing criteria on March 15, 2010 for the Nasdaq Capital Market, with the exception of the bid price requirement. If it meets the initial criteria, Nasdaq will notify the Company that is has been granted an additional 180 calendar day compliance period.

The Company intends to actively monitor the bid price for its common stock between now and March 15, 2010, and will consider available options to resolve the deficiency and regain compliance with the Nasdaq minimum bid price requirement.

The Company issued a press release regarding the foregoing on September 17, 2009, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description
99.1 Press Release dated September 17, 2009.

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