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

As previously disclosed, on March 23, 2009, SteelCloud received notice from Nasdaq that its common stock was subject to potential delisting from The Nasdaq Capital Market because SteelCloud did not meet the criteria of Nasdaq Listing Rule 5550(b) (the "Rule") and did 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. SteelCloud provided Nasdaq with a specific plan of how it intended to achieve and sustain compliance with all Nasdaq Capital Market listing requirements, including a time frame for completion of such plan. On April 28, 2009 SteelCloud received notice from Nasdaq indicating that Nasdaq had granted SteelCloud's request for an extension of time to regain compliance with the Rule. Pursuant to the terms of the extension, SteelCloud was required to: (a) on or before July 6, 2009, complete an equity transaction or a merger and/or acquisition, and (b) make appropriate disclosures to the SEC and Nasdaq on a Form 8-K. SteelCloud was not able to complete an equity transaction or a merger and/or acquisition by July 6, 2009, and on July 8, 2009, SteelCloud received written notification from Nasdaq stating that it did not meet the terms of the extension, and as a result, SteelCloud's common stock would be subject to suspension from trading at the opening of business on July 17, 2009, and delisted from Nasdaq. The notification stated that a hearing request made to the Nasdaq Hearing Panel (the "Panel") to appeal the determination would stay the delisting of SteelCloud's common stock pending the Panel's decision. On July 15, 2009, SteelCloud requested a hearing to appeal the determination before the Panel and to present its plan for regaining compliance with the Rule (the "Hearing"). The Hearing took place at 11:00 A.M., on September 3, 2009.

On October 7, 2009, SteelCloud received notice that the Panel granted SteelCloud's request for continued listing on The Nasdaq Capital Market, subject to SteelCloud evidencing, on or before January 4, 2010 compliance with the Rule and all other requirements for continued listing. In the event that SteelCloud does not evidence compliance with the Rule and all other requirements for continued listing, its securities may be delisted from The Nasdaq Capital Market.

Item 8.01 Other Events.

On October 8, 2009, SteelCloud issued a press release announcing the receipt of notice from Nasdaq relating to the continued listing of SteelCloud's common stock. Please see Item 3.01. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 99.1 Press Release issued by SteelCloud, dated October 8, 2009, entitled, "SteelCloud Granted Continued Listing on Nasdaq."

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