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): ~~July~~January 1826, ~~2008~~2009

FOUNTAIN POWERBOAT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-14712

56-1774895

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Post Office Drawer 457

Washington, North Carolina

27889

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (252) 975-2000

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:

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

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

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

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

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

InWe ~~our~~previously ~~Current~~reported ~~Report~~that, on ~~Form 8-K filed on~~ June 1711, 2008, we ~~reported~~received ~~that~~notice wefrom ~~had~~the ~~received~~NYSE ~~notice~~Alternext ~~from~~US, successor to the American Stock Exchange (the “~~Amex~~Exchange”), that, ~~based on~~ its review of our ~~Quarterly Report on~~ Form 10-Q for the period ~~ended~~ending March 31, 2008, weindicated ~~were~~that our Company was not in compliance with one of ~~Amex~~the Exchange’s standards for the continued listing of our common stock as set forth in Part 10 of the ~~Amex~~Exchange’s Company Guide (the “Company Guide”) and, as a result, the Company had become subject to the Exchange’s suspension and delisting procedures. Specifically, the notice stated that “…the Company iswas not in compliance with Section 1003(a)(iv) of the Company Guide in that it ~~has~~had sustained losses which ~~are~~were so substantial in relation to its overall operations or its existing financial resources, or its financial condition ~~has~~had become so impaired, ~~that~~ that it ~~appears~~appeared questionable, in the opinion of the Exchange, whether ~~such~~the ~~company~~Company ~~will~~would be able to continue operations and/or meet its obligations as they mature.”

~~Amex noted that~~Subsequently, ~~for~~on ~~the quarter ended March~~November 315, 2008, we ~~reported~~received anotice ~~working~~that, ~~capital~~based ~~deficit~~on ofthe ~~approximately~~Exchange’s ~~$16.8~~review ~~million, operating loss~~ of ~~approximately~~our ~~$1.7~~Annual ~~million,~~Report ~~and~~on ~~net~~Form ~~loss~~10-K offor ~~approximately~~the ~~$2.0 million.~~year ~~Amex~~ended ~~also noted that~~June 30, ~~as we have previously reported~~2008, wethe ~~were~~Company was not in compliance with ~~covenants~~an additional ~~contained~~standard infor ~~our~~the ~~$14.5~~continued ~~million~~listing ~~term~~of ~~loan~~our ~~which~~common ~~sets~~stock ~~forth~~as ~~minimum~~set ~~earnings~~forth ~~before~~in ~~interest,~~Part ~~taxes,~~10 ~~depreciation~~of ~~and~~the ~~amortization,~~Exchange’s ~~that~~Company weGuide ~~have been~~and, ~~operating~~as ~~under~~ a ~~waiver~~result, ~~from~~the ~~our~~Company ~~lender~~had ~~which~~become ~~expired~~subject onto ~~June 30,~~the ~~2008,~~Exchange’s suspension and ~~that~~delisting procedures. Specifically, the ifnotice bystated that ~~time~~the weCompany ~~were~~was not ~~able~~in tocompliance ~~comply~~ with Section 1003(a)(i) of the ~~loan~~Company ~~covenants~~Guide orbecause ~~obtain~~its anstockholders’ ~~additional~~equity ~~waiver~~was less than $2,000,000 ~~the~~and ~~lender~~it ~~would~~had ~~have~~incurred alosses ~~right~~from tocontinuing ~~foreclose~~operations onand ~~our~~net ~~assets.~~losses in two of its three most recent fiscal years.

~~The~~On January 26, 2009, we received notice ~~stated~~from the Exchange, that, based on its review of information we ~~had~~submitted ~~become~~in ~~subject~~response to ~~Amex’s~~the ~~suspension~~November ~~and~~notice, ~~delisting~~the ~~procedures~~Company ~~set~~has ~~forth~~not inmade a reasonable demonstration of its ability to regain compliance with Section ~~1009~~1003(a)(i) of the Company Guide ~~and~~within ~~that~~the weallotted ~~must~~amount ~~submit~~of atime. ~~plan~~Additionally, the tonotice ~~Amex~~stated ~~addressing~~that ~~how~~the weCompany ~~intended~~also tois ~~regain~~not in compliance with Section 1003(ab)(ivi)(C) of the Company Guide because the aggregate market value of its publicly held shares has been less than $1,000,000 ~~including~~for ~~specific~~more ~~milestones~~than 90 consecutive days. As a result, ~~quarterly~~the ~~financial~~Staff ~~projections~~has determined that the Company is subject to immediate delisting proceedings. Unless we appeal the Staff’s determination by February 2, 2009, the Exchange will suspend trading in our common stock and ~~details~~file ~~related~~an application with the Securities and Exchange Commission to ~~any strategic~~strike ~~initiatives~~our common stock from listing and registration on the Exchange. In light of current economic conditions in general and, in particular, conditions within the marine industry, we ~~plan~~do tonot ~~complete~~believe (we can regain compliance with the Exchange’s continued listing standards in the near-term. As a ~~“Plan”)~~result, our Board of Directors has elected not to appeal the Staff’s determination.

WeFollowing ~~reported~~the ~~that~~delisting weof ~~intended~~our tocommon ~~carefully evaluate how we would respond to Amex’s letter~~stock, ~~including~~our ~~whether~~outstanding weshares ~~would~~will be ~~able~~quoted toin ~~submit~~the aPink ~~Plan~~Sheets ~~with~~under a ~~viable~~new ~~chance~~trading ofsymbol. ~~success,~~We ~~which~~will ~~would require us to talk with our lenders, evaluate our expenses and sources of revenues, and evaluate how our recent acquisition of~~publicly announce the ~~Baja line of boats and any~~ new ~~business~~symbol ~~resulting~~when ~~from~~ it ~~would~~becomes ~~fit~~known ~~into~~to ~~any Plan we developed~~us.

OnItem ~~July 18,~~9.01. ~~2008,~~Financial ~~after~~Statements ~~evaluating our 2009 budget projections, the impact of our new Baja line (which we expect will give us additional products~~ and a larger dealer network), the increased cost competitiveness of our products in international markets due to favorable currency rates for foreign customers, and other factors, we submitted a Plan to Amex that summarizes our management’s plans and strategies for dealing with the issues raised in Amex’s noticeExhibits.

~~The Plan also described discussions with our primary lender, Regions Bank, regarding the $14~~Exhibits.~~5 million~~ ~~term~~The ~~loan~~following ~~referenced~~Exhibit ~~above~~is ~~which~~being ~~we reclassified~~furnished ~~as a current liability in our December 31, 2007 and March 31, 2008 financial statements because of our noncompliance~~ with ~~certain~~this ~~loan covenants~~Report. While we have not defaulted on any loan payments to our lender and we currently have a $2 million unused line of credit, the reclassification resulted in a significant working capital deficit at the end of each of those periods. Based on our discussions with Regions Bank, we currently expect that it will grant a waiver of the violation of the loan covenants at June 30, 2008, and redefine our loan covenants for fiscal 2009, which would permit the term loan to be classified again as long-term debt. However, it has not yet committed to grant a waiver or change our loan covenants pending its consideration of a number of matters, including its continuing review and analysis of our fiscal 2008 results and fiscal 2009 budget projections. If we are able to reclassify our term loan and meet the operating projections set forth in our 2009 budget, we believe we will have access to funds to deal with any working capital issues not related to our loan covenants.

While we are not able to predict Amex’s decision with respect to our Plan, we believe we have provided Amex with a reasonable basis to conclude that any past failures to comply with listing standards described in Amex’s notice are not necessarily indicative of a future inability to comply. However, if our Plan is not accepted by Amex, we will be subject to delisting proceedings. Likewise, even if our Plan is accepted by Amex, but we do not make progress consistent with the Plan during the Plan period, or are not in compliance with all continued listing standards of the Company Guide by December 11, 2008, Amex may initiate delisting proceedings.


Exhibit No.		Exhibit Description
99.1		Copy of our press release dated January 30, 2009

This report contains forward-looking statements, including statements relating to future decisions by our primary lender, Regions Bank, and statements concerning our plans, strategies, economic performance and trends, projections of results of specific activities or investments, expectations or beliefs about future events or results, and other statements that are not descriptions of historical facts. Forward-looking statements may be identified by terms such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential,” “strategy” or “continue,” or similar terms or the negative of these terms, or other statements concerning opinions or judgments of our management about future events. Forward-looking statements are subject to known and unknown risks, uncertainties or other factors that may cause our actual results to be materially different from historical results or any results expressed or implied by the forward-looking statements. The potential risks and uncertainties include, but are not limited to, delays and unexpected costs for beginning construction of Baja boats, higher than expected costs to build boats, defects in acquired assets, lower than expected future market demand for Baja and Fountain boats, the volatile and competitive nature of the industry, the level of market interest rates, and changes in general economic conditions and in the marine industry; and changes in domestic and international market conditions, foreign exchange rates and pressures on lenders related to current and future problems in credit markets. Although we believe that the expectations reflected in the forward-looking statements in this report are reasonable, they represent our management’s judgments only as of the date they are made, and we cannot guarantee future results, events, levels of activity, performance or achievements. We assume no obligation to update any forward-looking statements to reflect events or circumstances arising after the date hereof. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. All forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements in this paragraph. Further information on the factors and risks that could affect our business, financial condition and results of operations are discussed in the “Risk Factors” section of our Annual Report on Form 10-K and in other documents we file with the Securities and Exchange Commission, available at (http://www.sec.gov).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized.

	FOUNTAIN POWERBOAT INDUSTRIES, INC.
	(Registrant)
Date: July 24, 2008	By:	/S/ Irving L. Smith
Date: January 30, 2009	By:	/S/ Irving L. Smith
		Irving L. Smith
		Chief Financial Officer

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