8-K

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: March 28, 2005

(Date of Earliest Event Reported)

INTEGRATED ALARM SERVICES GROUP, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 000-50343 (Commission File Number) 42-1578199 (I.R.S. Employer Identification No.)

One Capital Center, 99 Pine Street 3rdFloor, Albany, NY 12207

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:(518) 426-1515

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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.

We are required to include in our Annual Report on Form 10-K for the year ended December 31, 2004 (the “Form 10-K”) a report of our management on our internal control over financial reporting including an assessment of the effectiveness of our internal control over financial reporting and an attestation report of our independent registered public accounting firm on our management's assessment of our internal control over financial reporting. Due to our delays in completing these requirements, significant growth through acquisitions and major system changes, we are unable to close our books, prepare our financial statements and file our Form 10-K without unreasonable effort or expense on a timely basis.

On March 17, 2005, we filed a Form 12b-25 Notification of Late Filing (“Form 12b-25”) indicating that we would not file our Form 10-K on a timely basis. We also did not indicate in the Form 12b-25 that the Form 10-K would be filed on or before the fifteenth calendar day following the prescribed due date as we were unable, at the time the Form 12b-25 was filed, to conclude when the Form 10-K would be filed. Due to the matters referred to in the aforementioned paragraph, we have now concluded that we will be unable to file our Form 10-K by the 12b-25 extension due date of March 31, 2005.

On March 28, 2005, we were notified by NASDAQ that they had not received the Form 10-K as required by Marketplace Rule 4310(c)(14). Accordingly, we were informed by Nasdaq that our common stock would be delisted from The Nasdaq Stock Market at the opening of business on April 6, 2005, unless we requested a hearing in accordance with Nasdaq Marketplace Rules. We intend to request such a hearing on or before the April 4, 2005 deadline and, as a result, we understand that our common stock will not be delisted until after that hearing. The press release dated March 29, 2005, attached hereto as Exhibit 99.1, is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)   None

(b) None

(c)Exhibits

The following document is included as an exhibit to this Form 8-K. Any exhibit below incorporated by reference herein is indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, such exhibit is filed or furnished herewith.

EXHIBIT	DESCRIPTION
99.1	Press Release dated March 29, 2005

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 thereunto duly authorized.

INTEGRATED ALARM SERVICES GROUP, INC.

By:/s/ Timothy M. McGinn
        Timothy M. McGinn
        Chairman and Chief Executive Officer

Dated: March 31, 2005

EX-99.1

IASG Receives Delisting Notification from NASDAQ

Albany, New York (March 29, 2005) - Integrated Alarm Services Group, Inc. (Nasdaq: IASG) today announced that it received a Nasdaq Staff Determination on March 28, 2005 indicating that, because IASG did not represent that it would file its Annual Report on Form 10-K for the period ended December 31, 2004 by March 31, 2005, IASG is not in compliance with the Nasdaq filing requirement, as set forth in Marketplace Rule 4310(c)(14). IASG’s common stock is, therefore, subject to delisting from the Nasdaq National Market at the opening of business on April 6, 2005 unless the Company requests a hearing.

IASG intends to request a hearing before a Nasdaq Listing Qualifications Panel. The request for a hearing will stay the scheduled delisting of IASG’s common stock pending the issuance of the Panel’s determination. There can be no assurance that the Panel will grant the Company’s request for continued listing.

In addition, effective at the opening of business on Wednesday March 30, 2005, IASG’s trading symbol will be changed to “IASGE,” to identify the Company as late in its periodic filings.

On March 10, 2005, IASG announced that it would not file its Annual Report on Form 10-K for the period ended December 31, 2004 due to ongoing work required under Section 404 of the Sarbanes-Oxley Act of 2002. IASG intends to file the Annual Report on Form 10-K for fiscal year 2004 promptly following the completion of this work.

About IASG

Integrated Alarm Services Group provides total integrated solutions to independent security alarm dealers located throughout the United States to assist them in serving the residential and commercial security alarm market. IASG's services include alarm contract financing including the purchase of dealer alarm contracts for its own portfolio and providing loans to dealers collateralized by alarm contracts. IASG, with 5,000 independent dealer relationships, is also the largest wholesale provider of alarm contract monitoring and servicing. For more information about IASG please visit our web site at http://www.iasg.us.

This press release may contain statements, which are not historical facts and are considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of IASG's future results of operations, financial position or state other forward-looking information. In some cases you can identify these statements by forward looking words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "should", "will", and "would" or similar

words. You should not rely on forward-looking statements because IASG's actual results may differ materially from those indicated by these forward looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations effecting our business, and other risks and uncertainties discussed under the heading "Risks Related to our Business" in IASG's Form 10-K report for the period ending December 31, 2003 as filed with the Securities and Exchange Commission on March 30, 2004, and other reports IASG files from time to time with the Securities and Exchange Commission. IASG does not intend to and undertakes no duty to update the information contained in this press release.

CONTACT:

Integrated Alarm Services Group, Inc.

Investor Relations:

Joseph L. Reinhart

518-426-1515