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): November 12, 2009

The Orchard Enterprises, Inc.
 (Exact Name of Registrant as Specified in its Charter)


Delaware
000-51761
20-3365526
(State or Other Jurisdiction of Incorporation)
(Commission
File Number)
(I.R.S. Employer Identification No.)

23 East 4th Street
3rd Floor
New York, New York
 
 
10003
(Address of Principal Executive Offices)
(Zip Code)

(Registrant's telephone number, including area code): (212) 201-9280

                                              N/A                                             
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
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.

On November 13, 2009, The Orchard Enterprises, Inc. (the “Company”) issued a press release disclosing that on November 12, 2009, the Company received a letter from The Nasdaq Stock Market stating that the Company was not in compliance with Nasdaq’s continued listing criteria for listing on The Nasdaq Global Market under Listing Rule 5450(b)(1)(C) because of the Company’s failure to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $5,000,000 over a 30 consecutive business day period.  A copy of the press release is attached as Exhibit 99.1 hereto and in incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number
  
Description
     
99.1
  
Press Release dated November 13, 2009
 
 
 
 

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  The Orchard Enterprises, Inc.  
       
Date: November 13, 2009
By:
/s/ Nathan Fong  
    Name: Nathan Fong  
    Title:  Chief Financial Officer  
 
 
 
 
 
Exhibit Index


Exhibit Number
  
Description
     
99.1
  
Press Release dated November 13, 2009