8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 16, 2006

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PARLUX FRAGRANCES, INC.

(Exact name of registrant as specified in its charter)

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Delaware	0-15491	22-2562955
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

3725 S.W. 30^th Avenue, Fort Lauderdale, Florida 33312

 (Address of Principal Executive Office) (Zip Code)

954-316-9008

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ 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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 16, 2006, Parlux Fragrances, Inc. (“Parlux” or the “Company”) received a Nasdaq Staff Determination notice from the Nasdaq Stock Market Listing Qualifications Department that the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2006 violated Nasdaq Marketplace Rule 4310(c)(14). As a result, Parlux’s common stock is subject to delisting from Nasdaq National Market at the opening of business on November 28, 2006, unless we request a hearing in accordance with Nasdaq Marketplace Rules. We intend to request a hearing before the Nasdaq Listing Qualifications Panel to review the Staff Determination, which will automatically defer the delisting of our common stock pending the Panel’s review and determination. Parlux’s common stock will continue to be traded on The Nasdaq National Market after the hearing request is made and until the Pane l issues a determination and any exception granted by the Panel has expired.

Parlux issued a press release on November 22, 2006, regarding the contents of the Nasdaq Staff Determination notice, a copy of which is attached as Exhibit 99.1 to this Report and incorporated in this Report by this reference.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 22, 2006 (furnished herewith).

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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.

PARLUX FRAGRANCES, INC.
By:	/s/  FRANK A. BUTTACAVOLI
	Frank A. Buttacavoli, Executive Vice President, Chief Operating Officer and Chief Financial Officer

Date:  November 22, 2006

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated November 22, 2006 (furnished herewith).

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

PARLUX RECEIVES NOTICE FROM NASDAQ DUE TO LATE FILING OF

FORM 10-Q; COMPANY TO REQUEST HEARING WITH NASDAQ LISTING PANEL

FORT LAUDERDALE, FLORIDA, November 22, 2006.  Parlux Fragrances, Inc. (NASDAQ: PARL) announced today that due to the delay in filing its Form 10-Q for the period ended September 30, 2006, the Company has received a letter from The Nasdaq Stock Market indicating that the Company’s common stock is subject to delisting pursuant to Nasdaq Marketplace Rule 4310(c)(14).  Nasdaq Marketplace Rule 4310(c)(14) requires the Company to file all reports with the Securities and Exchange Commission on a timely basis, as required by the Securities Exchange Act of 1934, as amended.

Parlux will request a hearing before the Nasdaq Listing Qualifications Panel, thereby automatically deferring the delisting of its common stock pending the Panel’s review and determination.  Until the Panel issues a determination and the expiration of any exception granted by the Panel, Parlux’s common stock will continue to be traded on The Nasdaq National Market.  

Parlux Fragrances, Inc. is a manufacturer and international distributor of prestige products.  It holds licenses for Paris Hilton fragrances, watches, cosmetics, sunglasses, handbags and other small leather accessories in addition to licenses to manufacture and distribute the designer fragrance brands of GUESS?, Perry Ellis, XOXO, Ocean Pacific (OP), Maria Sharapova, Andy Roddick, babyGund, and Fred Hayman Beverly Hills.

The Company may periodically release forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or its industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These risks and uncertainties include, among others, future trends in sales and the Company’s ability to introduce new products in a cost-effective manner.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof.  The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

FOR:

Parlux Fragrances, Inc. (954)316-9008

CONTACT:  Frank A. Buttacavoli, Executive Vice President & COO/CFO Ext. 8117

PR NEWSWIRE:  COMPANY NEWS ON-CALL:  (800) 758-5804 Parlux code 674987

 COMPANY NEWS ON-INTERNET:  HTTP://www.prnewswire.com