UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, DC 20549

_________________

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): ofJuly 11, ~~the~~2006 (July 5, 2006)

~~Securities~~WQN, ~~Exchange Act of 1934~~INC.

~~Date of Report~~ (~~Date~~Name of ~~Earliest Event Reported~~Registrant)~~: June 30, 2006 (June 29, 2006)~~

WQN, Inc. (Exact Name of Registrant as Specified in Charter)


Delaware	000-27751	75-2838415
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

Delaware		000-27751		75-2838415
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

14911 Quorum Drive, Suite 140, Dallas, Texas, U.S.A.
(Address of principal executive officers)

~~509 Madison Avenue, Suite 1510 New York, NY 10022~~ 75254 (~~Address of Principal Executive Offices) (~~Zip Code)

972-361-1980 (Registrant'’s ~~Telephone~~telephone ~~Number~~number, including ~~Including~~area ~~Area Code: (212~~code) ~~774-3656~~

N/A (Former ~~Name~~address orof ~~Former~~principal ~~Address,~~executive ~~if Changed Since Last Report~~offices)

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:


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.~~14d~~13e-24(bc))

oItem ~~Pre-commencement~~5.02. ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~13e-4(c)~~Principal ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; Appointment of Principal Officers.

(17b) and ~~CFR 240.13e-4~~(c)) Scott W. Hartman, our Chief Executive Officer and a member of our board of directors, resigned both his officer position and his directorship effective July 5, 2006. David S. Montoya, our Chief Financial Officer and a member of our board of directors, resigned both his officer position and his directorship effective July 5, 2006. To the knowledge of any of our executive officers, neither Mr. Hartman nor Mr. Montoya resigned because of any disagreement with WQN on any matter relating to WQN’s operations, policies or practices.

~~Item 3~~B.01 ~~Notice~~Michael Adler, our former President and Chief Executive Officer and a current member of ~~Delisting~~our board orof ~~Failure~~directors, was appointed President, Chief Executive Officer and Principal Accounting Officer by our board of directors on July 6, 2006. The information required by Item 5.02(c)(2) of Form 8K relating to ~~Satisfy~~Mr. Adler ais ~~Continued~~contained ~~Listing~~in ~~Rule~~our ormost ~~Standard~~recent Proxy Statement filed with the Commission on September 14, 2005.

On June 29, 2006, WQN, Inc. (the "Company") received notification from The Nasdaq National Market ("Nasdaq") Listing Qualifications Panel (the “Panel”) that the Company's securities will be delisted from the Nasdaq Capital Market effective at the open of business on Monday, July 3, 2006.SIGNATURE

~~This~~ Pursuant ~~action~~to ~~was~~the arequirements ~~result~~ of the ~~Panel~~Securities ~~determining~~and ~~that~~Exchange ~~the~~Act ~~Company has not met the requirement that it be current in its required reporting obligations under Nasdaq Rule 430(c)(14), principally because~~ of ~~the Company's failure to file its Form 10-QSB for the quarter ended March 31~~1934, ~~2006 and because Nasdaq determined that~~ the ~~Company~~Registrant ishas duly acaused ~~"public~~this ~~shell,"~~report ~~which,~~to ~~in Nasdaq's determination, could~~ be ~~detrimental~~signed toon ~~the~~its ~~interests~~behalf ofby the ~~investing~~undersigned ~~public~~hereunto ~~under~~duly ~~Nasdaq Rule 4300~~authorized.

The notice also indicated that the Company is currently within the grace period for its violation of Rule 4450(a)(2), which requires the Company to have a minimum of $5,000,000 in stockholders' equity. This grace period expires August 30, 2006. The notice further indicated that the Company is currently within the grace period for its violation of Rule 4350(c), which requires a majority of the Company's Board of Directors to be comprised of independent directors. This grace period expires on February 8, 2007. The notice states that neither the 4450(a)(2) violation nor the 4350(c) are the technical basis for delisting at this time.


Date: July 10, 2006	WQN, INC.
	By:	/s/ B. Michael Adler
		B. Michael Adler
		Chief Executive Officer

On or before July 14, 2006, the Company may request that Nasdaq Listing and Hearing Review Council review the decision of the Panel to delist the Company's securities from the Nasdaq Capital Market. However, there can be no assurance that any such request will be successful. The Company will attempt to regain compliance with the Nasdaq listing requirements while it determines whether to appeal the Panel’s decision.

Following delisting from the Nasdaq Capital Market, the Company expects that quotations for its securities will appear in the Pink Sheets, LLC, a voluntary quotation system for over-the-counter securities, which may result in a reduction in the liquidity and the trading volume of the Company's common stock. Information regarding the Pink Sheets is available at http://www.pinksheets.com/. This lack of liquidity may also make it difficult for the Company to raise additional capital, if necessary.

A copy of the press release issued by the Company on June 30, 2006 announcing Nasdaq's letter is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

Number	Description
99.1	Press release dated June 30, 2006 by WQN, Inc.

SIGNATURES

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

Date: June 30, 2006

WQN, INC.

By: /s/ David S. Montoya

David S. Montoya

Chief Financial Officer

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