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

On August 20, 2009, 'mktg, inc.' (the "Company") received a letter from The Nasdaq Stock Market stating that the Company is not in compliance with the requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because of the Company's failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2009.

As previously reported, the Company received a similar letter from Nasdaq in July 2009 indicating that the Company's securities were subject to delisting due to its failure to timely file its Annual Report on Form 10-K for the year ended March 31, 2009.

Pursuant to Nasdaq's Listing Rules, the Company has 60 days to submit a plan to Nasdaq to regain compliance. The Company will endeavor to become current in its reporting obligations within such 60-day period, and intends to submit a compliance plan to Nasdaq if it is unable do so. Following any such submission, Nasdaq may provide the Company with up to 180 days from the due date of the Annual Report on Form 10-K (until January 11, 2010), to regain compliance.

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