UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 2030, 2006 (June 1529, 2006)

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

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

509 Madison Avenue, Suite 1510 New York, NY 10022 (Address of Principal Executive Offices) (Zip Code) ~~Registrant's Telephone Number, Including Area Code: (212) 774-3656~~

Registrant's Telephone Number, Including Area Code: (212) 774-3656

(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:

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~~14d-42(cb))

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.

On June 1529, 2006, WQN, Inc. (the "Company") received notification from The Nasdaq National Market ("Nasdaq") ~~indicating~~Listing ~~Nasdaq’s~~Qualifications ~~belief~~Panel ~~that~~ (the ~~Company is not currently engaged in active business operations and is therefore a~~ “~~public shell,~~Panel”) ~~which, in Nasdaq’s determination could be detrimental to the interests of the investing public. The new notice further indicated~~ that, ~~under Marketplace Rule 4300, this issue serves as an additional basis for delisting~~ the Company’'s ~~common stock. Marketplace Rule 4300 provides Nasdaq with discretionary authority to apply more stringent criteria for continued listing and terminate the inclusion of particular~~ securities ~~based~~will onbe ~~any~~delisted ~~event~~from ~~that occurs that makes inclusion of~~ the ~~securities in~~ Nasdaq ~~inadvisable~~Capital orMarket ~~unwarranted~~effective inat the ~~opinion~~open of ~~Nasdaq,~~business ~~even~~on ~~though~~Monday, ~~the~~July ~~securities~~3, ~~meet all enumerated criteria for continued inclusion in Nasdaq~~2006.

AsThis ~~previously~~action ~~disclosed,~~was ~~the Company had received written notices from Nasdaq regarding its failure to comply with Nasdaq's continued listing requirements as~~ a result of ~~its delinquent Form 10-KSB for~~ the ~~year~~Panel ~~ending~~determining ~~December~~that ~~31, 2005 and its Form 10-QSB for~~ the ~~period ending March 31, 2006. While the~~ Company has ~~cured~~not ~~its~~met ~~deficiency with respect to its Form 10-KSB by filing~~ the ~~delinquent~~requirement ~~annual~~that ~~report,~~it ~~the~~be ~~Company~~current ~~had~~in aits ~~hearing~~required ~~before~~reporting ~~the~~obligations under Nasdaq ~~Listing~~Rule ~~Qualifications Panel~~ 430(~~the "Panel"~~c) ~~on June 1~~(14), ~~2006~~principally atbecause ~~which~~of ~~hearing~~ the Company's ~~non-compliance~~failure ~~with Nasdaq's continued listing requirements due~~ to file its ~~delinquent~~ Form 10-QSB ~~was~~for ~~considered. In~~the ~~addition,~~quarter ~~and~~ended asMarch ~~previously disclosed~~31, ~~the~~2006 ~~Company~~and isbecause ~~not~~Nasdaq indetermined ~~compliance~~that ~~with~~ the ~~minimum~~Company ~~market value of publicly held shares requirement for continued listing. A decision of the Panel~~ is ~~pending~~a ~~and~~"public ~~will~~shell," ~~consider the issue identified in the June 15~~which, ~~2006 notice~~ in ~~making~~ ~~its determination. As allowed by~~ Nasdaq’'s ~~rules~~determination, ~~the~~could ~~Company~~be ~~intends~~detrimental to ~~submit information regarding this deficiency to~~ the ~~Panel~~interests ~~before~~of ~~June 22, 2006. There can be no assurance that~~ the ~~Panel~~investing ~~will~~public ~~grant~~under ~~the~~Nasdaq ~~Company's~~Rule ~~request for continued listing~~4300.

The ~~press~~notice ~~release~~also ~~issued~~indicated bythat the Company onis ~~June~~currently 20within 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 ~~regarding~~notice ~~these~~further ~~matters~~indicated that the Company is ~~attached~~currently aswithin ~~Exhibit 99~~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.1 This ~~hereto~~grace ~~and~~period isexpires ~~incorporated~~on ~~herein~~February by8, ~~reference~~2007. The notice states that neither the 4450(a)(2) violation nor the 4350(c) are the technical basis for delisting at this time.

~~Item~~On ~~4.01~~or ~~Changes~~before inJuly ~~Registrant~~14, 2006, the Company may request that Nasdaq Listing and Hearing Review Council review the decision of the Panel to delist the Company's ~~Certifying~~securities ~~Accountant~~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.

OnFollowing ~~June~~delisting ~~15,~~from ~~2006,~~the ~~WQN,~~Nasdaq ~~Inc.~~Capital (Market, the “Company”) ~~engaged~~expects ~~Payne,~~that ~~Falkner,~~quotations ~~Smith~~for &its ~~Jones~~securities ~~P.C.~~will ~~(“Payne~~appear ~~Falkner”)~~in as the ~~Company’s~~Pink ~~independent~~Sheets, ~~accountants~~LLC, toa ~~report~~voluntary onquotation system for over-the-counter ~~Company’s~~securities, ~~balance~~which ~~sheet~~may asresult ofin ~~December~~a ~~31,~~reduction ~~2006~~in the liquidity and the ~~related~~trading ~~statements~~volume of ~~earnings,~~the ~~stockholders’~~Company's ~~equity~~common ~~and~~stock. Information ~~comprehensive~~regarding ~~income,~~the ~~and~~Pink ~~cash~~Sheets ~~flows~~is ~~for~~available ~~the~~at ~~year then ended~~http://www.pinksheets.com/. ~~The~~This ~~decision~~lack toof ~~appoint~~liquidity ~~Payne~~may ~~Falkner~~also asmake ~~the~~it ~~Company’s~~difficult ~~independent~~for ~~accountants~~the ~~was~~Company ~~unanimously~~to ~~approved~~raise byadditional ~~the~~capital, ~~Company’s~~if ~~Audit Committee~~necessary.

~~During~~A ~~the~~copy ~~fiscal~~of ~~years~~the ~~ended~~press ~~December~~release ~~31,~~issued ~~2004~~by ~~and~~the ~~2005~~Company ~~and~~on ~~through~~ June 1430, 2006, ~~neither~~announcing ~~the Company nor anyone on the Company’~~Nasdaq's ~~behalf~~letter ~~consulted~~is ~~with~~attached ~~Payne~~as ~~Falkner regarding either (~~Exhibit 99.1) ~~the~~hereto ~~application to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on the Company’s financial statements~~ and ~~(2)~~is ~~any~~incorporated ~~matter~~herein ~~that was the subject of a disagreement or event reportable pursuant to Item 304(a)(1)(iv) of Regulation S-B promulgated~~ by ~~the Securities and Exchange Commission~~reference.

Item 9.01

Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits

Number	Description
99.1	Press release dated June 2030, 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 2030, 2006

WQN, INC. ~~By: /s/ David S. Montoya David S. Montoya Chief Financial Officer~~

By:

/s/ David S. Montoya

David S. Montoya

Chief Financial Officer

Filing Compare · WQN, Inc.