8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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):  January 12, 2009

BPO Management Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

0-13591	23-2214195
(Commission File Number)	(IRS Employer Identification No.)

1290 N. Hancock Street, Suite 200, Anaheim Hills, CA	92807
(Address of Principal Executive Offices)	(Zip Code)

(714) 974-2670

(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):

¨                 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)

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 Continued Listing Rule or Standards; Transfer of Listing.

On January 12, 2009, BPO Management Services, Inc., a Pennsylvania corporation (the “Company”),  received a Staff Determination Letter from The NASDAQ Stock Market LLC (“NASDAQ”) stating that the merger of Outsourcing Merger Sub, Inc. with and into BPO Management Services, Inc., a Delaware corporation, constituted a business combination that resulted in a “change of control” pursuant to Marketplace Rule 4340(a).  Accordingly, the post-merger entity was required to satisfy all of NASDAQ’s initial listing criteria and complete the initial listing process.  The letter went on to state that the initial listing application was not approved in part because the Company did not meet the minimum $4 bid price requirement for initial listing.  In addition, the Company does not meet the market value of listed securities or market value of publicly held shares requirements applicable for a company seeking initial listing on The NASDAQ Capital Market.  Accordingly, the Company’s securities are subject to delisting unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”).

The Company intends to request a hearing before the Panel to appeal NASDAQ’s determination, at which it will present its plan for demonstrating compliance with all applicable listing requirements.  As a result, the Company’s securities will remain listed on The NASDAQ Capital Market at least until the Panel renders its decision following the hearing. However, there can be no assurance that the Panel will grant the Company’s request for continued listing.

A copy of the press release dated January 15, 2009 announcing receipt of the letter from NASDAQ is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

 (d)           Exhibits

Exhibit No.          Description

99.1                      Press Release dated January 15, 2009 announcing receipt of NASDAQ staff determination letter.

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.

Date:  January 15, 2009

BPO MANAGEMENT SERVICES, INC.
By:	/s/ Donald Rutherford
	Donald Rutherford
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.          Description

99.1                      Press Release dated January 15, 2009 announcing receipt of NASDAQ staff determination letter.

EX-99.1

Exhibit 99.1

BPO Management Services Receives

NASDAQ Notice of Non-compliance with Initial Listing Standards

Anaheim Hills, California- January 15, 2009 -(BUSINESS WIRE)—BPO Management Services, Inc. (NASDAQ: HAXS) announced today that on January 12, 2009, the Company received a letter from The NASDAQ Stock Market LLC (“NASDAQ”) stating that the merger of Outsourcing Merger Sub, Inc. with and into BPO Management Services, Inc., a Delaware corporation, constituted a business combination that resulted in a “change of control” pursuant to Marketplace Rule 4340(a).  Accordingly, the post-merger entity was required to satisfy all of NASDAQ’s initial listing criteria and complete the initial listing process.  The letter went on to state that the initial listing application was not approved in part because the Company did not meet the minimum $4 bid price requirement for initial listing.  In addition, the Company does not meet the market value of listed securities or market value of publicly held shares requirements applicable for a company seeking initial listing on The NASDAQ Capital Market.  Accordingly, the Company’s securities are subject to delisting unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”).

The Company intends to request a hearing before the Panel to appeal NASDAQ’s determination, at which it will present its plan for demonstrating compliance with all applicable listing requirements.  As a result, the Company’s securities will remain listed on The NASDAQ Capital Market at least until the Panel renders its decision following the hearing. However, there can be no assurance that the Panel will grant the Company’s request for continued listing.

About BPO Management Services, Inc.

BPO Management Services (BPOMS) is a business process outsourcing (BPO) service provider that offers a diversified range of on-demand services, including human resources, information technology, enterprise content management, healthcare payer outsourcing and claims administration, and finance and accounting, to support the back-office business functions of middle-market enterprises on an outsourced basis. BPOMS supports middle-market businesses new to the BPO market, established businesses that already outsource, and businesses seeking to maximize return-on-investment from their in-house workforce. For more information, please visit http://www.bpoms.com.

Forward Looking Statements

Statements that are not purely historical facts constitute forward-looking statements within the meaning of Section 27A of the Securities and Exchange Act of 1934, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those contemplated by the forward-looking statements. Such factors include without limitation the risks and uncertainties identified in our documents filed with, or furnished to, the Securities and Exchange Commission, including those identified under the caption “Risk Factors” in BPOMS’ Annual Report on Form 10-KSB for the year ended December 31, 2007, and subsequent Quarterly Reports on Forms 10-QSB and 10-Q, and in Healthaxis’ Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent Quarterly Reports on Form 10-Q. We undertake no obligation to publicly update or review any forward-looking statements to reflect events or circumstances that may arise after the date of this release, except as required by law.

PR/Media Relations Contact:

Richard Stern

Stern & Co.

richstern@sternco.com

Tel: 212-888-0044

IR Contact:

Hayden IR

Brett Maas, 646-536-7331

brett@haydenir.com

Company Contact:

BPO Management Services, Inc.

Patrick Dolan, Chairman & CEO

patrick.dolan@bpoms.com