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

On September 15, 2009, TeamStaff, Inc. (the "Company") received a letter from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it has not maintained a minimum market value of its publicly held shares of common stock of $5,000,000, as required by the continued listing requirements of the Nasdaq Global Market set forth in Nasdaq Listing Rule 5450(b)(1)(C) (the "Listing Rule").

In accordance with the Nasdaq Listing Rules, the Company will be provided 90 calendar days, or until December 14, 2009, to regain compliance with the Listing Rule. The Company can regain compliance with the Listing Rule if the market value of its publicly held shares is $5,000,000 or more for a minimum of ten
(10) consecutive trading days prior to December 14, 2009. There can be no guarantee that the Company will be able to regain compliance with this requirement.

If the Company's common stock does not regain compliance with the Listing Rule, Nasdaq will provide written notice that the Company's securities will be subject to delisting from The Nasdaq Global Market. In that event, the Company may appeal the decision to a Nasdaq Listing Qualifications Panel. Alternatively, the Company may apply for listing on The Nasdaq Capital Market, provided it meets the continued listing requirements of that market.

On September 18, 2009, the Company issued a press release announcing its receipt of Nasdaq's letter. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit is attached to this Form 8-K:

Exhibit
(d) Number Exhibit Title or Description
99.1 Press Release dated September 18, 2009.