8-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2009

PC Group, Inc.

(Exact name of Company as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-12991 (Commission File Number) 11-2239561 (IRS Employer Identification Number)

419 Park Avenue South, Suite 500, New York, New York (Address of principal executive offices) 10016 (Zip Code)

Company’s telephone number, including area code:  (212) 687-3260

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

As previously disclosed, PC Group, Inc. (the “Company”) received a deficiency letter from The NASDAQ Stock Market (“NASDAQ”) Listing Qualifications Department notifying the Company that its common stock has not maintained: (i) a $5 million minimum market value of publicly held shares as required by NASDAQ Marketplace Rule 5450(b)(1)(C); and (ii) the minimum $1.00 bid price as required by NASDAQ Marketplace Rule 5450(a)(1).  As a result of its temporary suspension of its enforcement of these rules due to extraordinary market conditions, NASDAQ gave the Company until October 19, 2009 to comply with the $5 million minimum market value of publicly-held shares requirement and until January 19, 2010 to comply with the $1 per share minimum bid price requirement.

The Company did not regain compliance with the $5 million minimum market value of publicly-held shares requirement on or prior to October 19, 2009 and, accordingly, on October 22, 2009, the Company received written notification of a determination by the NASDAQ staff (the “Staff Determination”) to delist the Company’s common stock from The NASDAQ Global Market as a result of the deficiency, effective November 2, 2009, unless the Staff Determination is appealed by October 29, 2009.

The Company expects to file an appeal of the Staff Determination by October 29, 2009 and request a hearing before the NASDAQ Hearings Panel (the “Panel”) to review the Staff Determination, which will stay any action with respect to the Staff Determination until the Panel renders a decision subsequent to the hearing. At the hearing, the Company intends to present its plans for regaining compliance with the $5 million minimum market value of publicly-held shares requirement. There can be no assurance that the Panel will grant the Company’s request for continued listing.

A copy of the Company’s press release announcing receipt of the Staff Determination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

If our common stock were delisted, such delisting may have a material adverse impact on the price of our shares of common stock, the volatility of the price of our shares, and/or the liquidity of an investment in our shares of common stock.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
99.1	Press Release of the Company dated October 28, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:  October 28, 2009 PC Group, Inc.   By:       /s/ Kathleen P. Bloch                          Kathleen P. Bloch, Vice President and
   Chief Financial Officer

Exhibit Index

Number	Exhibit
99.1	Press Release of the Company dated October 28, 2009.

EX-99.1

FOR IMMEDIATE RELEASE

PC GROUP, INC. RECEIVES DELISTING NOTICE FROM NASDAQ

New York, New York – October 28, 2009 - PC Group, Inc. (NASDAQ: PCGR, “PC Group” or the “Company”) announced today that it received a NASDAQ Staff Determination (the “Staff Determination”) on October 22, 2009 indicating that the Company has not regained compliance with NASDAQ Marketplace Rule 5450(b)(1)(C) within the extension period granted to the Company through October 19, 2009. NASDAQ Marketplace Rule 5450(b)(1)(C) requires a $5 million minimum market value of publicly held shares for continued listing on The NASDAQ Global Market.  The Company expects to file an appeal of the Staff Determination by October 29, 2009 and request a hearing before the NASDAQ Hearings Panel (the “Panel”) to review the Staff Determination, which will stay any action with respect to the Staff Determination until the Panel renders a decision subsequent to the hearing.  There can be no assurance that the Panel will grant the Company’s request for continued listing.

If the Company’s common stock were delisted, such delisting may have a material adverse impact on the price of its shares of common stock, the volatility of the price of its shares, and/or the liquidity of an investment in its shares of common stock.

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About PC Group, Inc.

PC Group, Inc., through its wholly owned subsidiaries Twincraft and Silipos, offers a diverse line of bar soap and other skincare products for the private label retail, medical and therapeutic markets. Silipos is also a provider of quality medical products to the orthopedic and prosthetic markets.  PC Group, Inc. is based in New York, NY, and has manufacturing facilities in Niagara Falls, NY and Winooski, VT.  You can learn more about us by visiting our website at http://www.pcgrpinc.com.

Forward-looking Statements

This press release includes “forward-looking statements'' within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may use words such as "anticipates," "believes," "plans," "expects," "intends," "future," and similar expressions to identify forward-looking statements. These forward-looking and other statements, which are not historical facts, are based largely upon our current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. These risks and uncertainties include, among others, our history of net losses and the possibility of continuing net losses during and beyond 2009; the current economic downturn and its effect on the credit and capital markets as well as the industries and customers that utilize our products; the risk that any intangibles on our balance sheet may be deemed impaired resulting in substantial write-offs; the risk that we may not be able to raise adequate financing to fund our operations and growth  prospects; risks associated with our ability to repay debt obligations, the cost and expense of complying with government regulations which affect the research,  development and formulation of our products; changes in our relationships with customers; declines in the business of our customers; the loss of major customers; risks associated with the acquisition and integration of businesses we may acquire, and other factors described in the “Risk Factors” section of the Company's filings with the Securities and Exchange Commission, including the Company's latest annual report on Form 10-K and most recently filed Forms 8-K and 10-Q, which may be obtained at our web site at www.pcgrpinc.com or the Securities and Exchange Commission’s web site at www.sec.gov.

For more information, contact:

W. Gray Hudkins, President and Chief Executive Officer

(212) 687-3260, ext. 206

ghudkins@pcgrpinc.com

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