UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[Missing Graphic Reference]

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): April 1416, 2009

[Missing Graphic Reference]

Particle Drilling Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

Nevada
(State or Other Jurisdiction of Incorporation)

000-30819		20-1563395
(Commission File Number)		(I.R.S. Employer Identification No.)

5611 Baird Court
Houston, Texas		77041
(Address of Principal Executive Offices)		(Zip Code)

~~(State or~~Registrant’s ~~Other~~telephone ~~Jurisdiction~~number, ofincluding ~~Incorporation~~area code: (713) 223-3031

000-30819		20-1563395
(Commission File Number)		(I.R.S. Employer Identification No.)
5611 Baird Court Houston, Texas		77041
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (713) 223-3031

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~~ ITEM 3.0201. ~~Unregistered~~ ~~Sales~~NOTICE ofOF ~~Equity Securities~~DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

OnIn a letter dated April 216, 2009, ~~Particle~~from ~~Drilling Technologies,~~The ~~Inc.~~Nasdaq ~~(the~~Stock Market (“~~Company~~Nasdaq”) ~~exchanged with a holder of options of the Company all of such holder’s outstanding options to purchase 760~~,~~000~~ ~~shares of common stock in the aggregate at a purchase price~~Particle ofDrilling ~~$0.12 per share for the issuance by the Company of 250~~Technologies,~~000 shares of common stock~~ Inc. On ~~April 14, 2009,~~ (the “Company”) ~~exchanged~~was ~~with~~informed athat ~~different holder of options of~~ the Company ~~all of such holder’s outstanding options to~~ ~~purchase~~did ~~600,000~~not ~~shares~~comply ofwith ~~common~~Listing ~~stock~~Rule ~~in the aggregate at a purchase price of $0~~5210(d).~~12 per share for the issuance by the Company of 200,000 shares of common stock.~~

The Nasdaq ~~issuances~~has ofinformed the ~~shares~~Company ofthat ~~common stock~~it ~~described~~would ~~above~~be ~~were~~subject ~~exempt~~to ~~from~~delisting proceedings ~~registration~~if ~~pursuant~~it todid ~~Section~~not ~~3(a)(9) under~~pay ~~the~~its ~~Securities~~outstanding ~~Act~~fees ofin full. Accordingly, ~~1933~~the asNasdaq ~~well~~staff ashas notified the ~~exemption~~Company ~~from registration~~that ~~afforded~~this bymatter ~~Rule~~serves ~~506~~as ~~under~~an ~~the~~additional ~~Securities~~basis ~~Act~~for ~~and/or~~delisting ~~Section~~the ~~4(2)~~Company’s ~~of the~~securities ~~Securities~~from ~~Act~~The ofNasdaq ~~1933~~Stock Market.

2The Company plans to address this issue when it appeals the Nasdaq staff’s determination to the Nasdaq Listing Qualifications Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Marketplace Rule 4800 Series. This appeal will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

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.

		PARTICLE DRILLING TECHNOLOGIES, INC.
Date:	April 1521, 2009	By:	/s/ JASON D. DAVIS
		Name:	~~Name:~~Jason D. Davis	~~Jason D. Davis~~
		Title:	~~Title:~~Vice President and	~~Vice President and interim~~
				Chief Financial Officer
			Interim Chief Financial Officer

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