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: April 2, 2009

(Date of earliest event reported)

 

QUEST ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation or organization)

001-33787

(Commission

File Number)

26-0518546

(I.R.S. Employer Identification

Number)

 

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma 73102

(Address of principal executive offices, including zip code)

 

(405) 600-7704

(Registrant's telephone number, including area code)

 

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 Continuing Listing Rule or Standard; Transfer of Listing.

On April 2, 2009, Quest Energy Partners, L.P. ("the Partnership") received a letter from the staff of The Nasdaq Stock Market (“Nasdaq”) indicating that, because of the Partnership’s failure to timely file its Form 10-K for the year ended December 31, 2008, under Marketplace Rule 4310(c)(14) it is not in compliance with the rules for continued listing on the exchange. On April 1, 2009, the Partnership filed a Form 12b-25, Notification of Late Filing, with the Securities and Exchange Commission (the "SEC") notifying the SEC of the Partnership's inability to timely file its Form 10-K.

In November 2008, the Partnership received a similar notice from Nasdaq related to the delinquent filing of its Form 10-Q for the period ended September 30, 2008. As permitted by Nasdaq rules, the Partnership submitted a plan to regain compliance to Nasdaq Staff on January 20, 2009.

Following a review of this plan, Nasdaq Staff granted the Partnership an extension until May 18, 2009 to file its Form 10-Q for the period ended September 30, 2008.

As a result of this additional delinquency, by April 17, 2009, the Partnership is required to submit to Nasdaq Staff an update to its original plan to regain compliance with respect to the filing requirement. The Partnership intends to timely submit an update of its compliance plan to Nasdaq Staff and to continue to execute on the plan to be back in compliance within the original extension period. A copy of the press release relating to this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

 

(d)    Exhibits

 

 

 

 

 

 

 

Exhibit Number

 

Description

 

 

 

 

 

99.1

 

Press release of Quest Energy Partners, L.P. dated April 3, 2009.

 

SIGNATURES

Pursuant to the requirements of the Securities 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.

 

 

QUEST ENERGY PARTNERS, L.P.

 

By: Quest Energy GP, LLC, its General Partner

 

 

 

 

 

 

/s/ David C. Lawler

 

By:

David C. Lawler

 

 

President

 

Date: April 3, 2009

 

 

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