FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Murray Arthur G

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/15/2009 

3. Issuer Name and Ticker or Trading Symbol

'mktg, inc.' [CMKG]

(Last)        (First)        (Middle)

C/O UNION CAPITAL CORPORATION, 445 PARK AVENUE, 14TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10022       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Participating Preferred Stock     (1)   (2) Common Stock     (3) $0.47   (4) I   See footnote   (5)
Warrants to Purchase Common Stock     (6)   (7) Common Stock     (8) $0.001   I   See footnote   (5)

Explanation of Responses:
( 1)  The Series D Convertible Participating Preferred Stock is immediately convertible.
( 2)  The conversion feature continues until December 15, 2015.
( 3)  2,132,500 shares of Series D Convertible Participating Preferred Stock initially convert into 4,537,234 shares of Common Stock, subject to adjustment.
( 4)  Each share of Series D Convertible Participating Preferred Stock, par value $0.001 per share, is initially convertible into shares of Common Stock at a ratio of 1.00/.47.
( 5)  Represents securities directly owned by UCC-mktg Investment, LLC ("UCC-Investment"). UCC-mktg Partners, LLC ("UCC-Partners") is the manager of UCC-Investment, and the reporting person is a member of UCC-Partners. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 6)  The Warrants are exercisable on June 13, 2010 (180 days after issuance on December 15, 2009).
( 7)  The Warrants expire on December 15, 2015.
( 8)  The Warrants are exercisable for 2,095,200 shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Murray Arthur G
C/O UNION CAPITAL CORPORATION
445 PARK AVENUE, 14TH FLOOR
NEW YORK, NY 10022 		X



Signatures
/s/ Arthur G. Murray 12/17/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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