Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On December 23, 2009, IA Global, Inc. (the Company)
received notice that the NYSE AMEX Stock Exchange (NYSE AMEX) has determined to proceed with an application to the Securities and
Exchange Commission to remove the Companys common stock from listing and registration on NYSE AMEX. This determination, which the
Company has appealed, was made in light of the Companys failure to comply with certain standards for continued listing on NYSE AMEX
set forth in Part 10 of the NYSE AMEX Company Guide. Specifically, the Company is not in compliance with (i) Section 1003(a)(i) of
the Company Guide, since its total shareholders equity is less than $2 million and the Company has reported losses from continuing
operations and net losses in two out of the three most recent fiscal years; (ii) Section 1003(a)(ii) of the Company Guide, since its
total shareholders equity is less than $4 million and the Company has reported losses from continuing operations and net losses in
three out of the four most recent fiscal years; (iii) Section 1003(a)(iii) of the Company Guide, since its total shareholders
equity is less than $6 million and the Company has reported losses from continuing operations and net losses in the five most recent
fiscal years; and (iv) Section 1003(a)(iv) of the Company Guide, since the Company sustained losses so substantial in relation to
its overall operations or its existing financial resources or its financial condition has become so impaired that is appears
questionable, in the opinion of the NYSE AMEX, that the Company will be able to continue operations and/or meet its obligations as
they mature.
In order to maintain its listing on NYSE AMEX, the
Company submitted a plan on October 26, 2009, which was subsequently amended on November 5, 2009, that addressed how it intended to
regain compliance with Section 1003(a)(iv) of the Company Guide by March 25, 2010 and Section 1003(a)(i), (ii) and (iii) of the
Company Guide by March 25, 2011. The Company would be subject to periodic review by NYSE AMEX staff during the extension period.
In the notice received by the Company on December 23,
2009, NYSE AMEX indicated that it believes that the Companys financial condition, low selling price and lack of definitive
documentation do not support the Companys plan to regain compliance by March 25, 2011. On December 30, 2009, the Company appealed
the NYSE AMEX staffs determination and requested an oral hearing to present its plan and discuss the Companys progress towards
achieving the goals set forth in the plan, including the Companys intent to regain compliance with NYSE AMEX rules by March 25,
2011. The Companys common stock will continue to trade on NYSE AMEX while the Companys appeal is pending.
The Company has not filed its Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2009. The timely filing of such report is a condition of the Companys
continuing listing on NYSE AMEX, as required by Sections 134 and 1101 of the Company Guide. In addition, the Companys failure to
file this report is a violation of its listing agreement with NYSE AMEX. Pursuant to 1003(d) of the Company Guide, NYSE AMEX is
authorized to suspend, and unless prompt corrective action is taken, remove the Companys security from listing on the exchange. The
Company submitted a plan to NYSE AMEX on December 7, 2009 and expects to be in compliance with Sections 134 and 1101 of the Company
Guide by February 22, 2010.
The Company also received a deficiency letter from
NYSE AMEX on July 10, 2009. In this letter, NYSE AMEX staff determined that the Companys securities had been selling for a low
price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the Company Guide, the Companys continued
listing was predicated on it effecting a reverse stock split of its common stock by January 11, 2010. In response to the deficiency
letter and in accordance with guidance provided by NYSE AMEXs staff, the Company asked its stockholders to give the board of
directors discretion to effect a reverse stock split within a prescribed range of ratios. Such proposal was approved by the
Companys stockholders at the Companys 2009 Annual Meeting on December 18, 2009. This reverse stock split is expected to be
considered after the completion of the appeal process.
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Pursuant to Section 1003(c)(i) of the Company Guide,
NYSE AMEX will consider delisting a security where an issuer has disposed of its principal operating assets. On December 8, 2009,
the Company deconsolidated the operations of Global Hotline, Inc., its wholly-owned subsidiary engaged in business process
outsourcing activities in Japan, effective as of July 1, 2009. As a result, the Company intends to account for Global Hotline, Inc.
as a discontinued operation for periods ending after July 1, 2009. The Companys stockholders equity is expected to increase by
approximately $15.2 million during the three months ended September 30, 2009 in part as a consequence of this determination.
There is no guarantee that the Company will be
successful at maintaining its NYSE AMEX listing. If the Companys common stock were to be delisted by NYSE AMEX, the Company expects
its shares would continue to be traded on the Over-The-Counter Bulletin Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Press Release issued by IA Global, Inc. on December 30, 2009
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SIGNATURE
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 thereunto duly
authorized.
IA GLOBAL, INC.
(Registrant)
Dated: December 30, 2009
Mark Scott
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press Release issued by IA Global, Inc. on December 30, 2009
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