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 (Date of earliest event reported): 08/12/2010

INTERNATIONAL ASSETS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-23554	59-2921318
(State of Incorporation)	(Commission File Number)	(IRS Employer ID No.)

708 Third Avenue, Suite 1500, New York, NY 10017

(Address of principal executive offices, including Zip Code)

(212) 485-3500

(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:

¨ 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 2.02. Results of Operations and Financial Condition

Item 7.01. Regulation FD Disclosure

The following information is furnished under Item 2.02, “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure”. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1993, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On August 12, 2010, the Company issued a news release on the subject of its operations and financial condition for the fiscal quarter ended June 30, 2010.

The Press Release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1      Press Release Dated August 12, 2010.

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.

	International Assets Holding Corporation
August 12, 2010	By:	/S/    SEAN M. O’CONNOR
		Sean M. O’Connor
		CEO

EX-99.1

Exhibit 99.1

INTERNATIONAL ASSETS HOLDING CORPORATION REPORTS

2010 FISCAL THIRD QUARTER FINANCIAL RESULTS

New York, NY – August 12, 2010 – International Assets Holding Corporation (the ‘Company’; NASDAQ: IAAC) today announced its fiscal 2010 third quarter financial results for the three and nine months ended June 30, 2010. Certain financial metrics discussed in this press release are non-GAAP, reflecting marked-to-market differences in the Company’s Commodity & Risk Management Services segment. A reconciliation of those metrics to GAAP equivalents is provided in the table below, and further discussion of the use of non-GAAP metrics is provided in the Company’s Form 10-Q, to be filed with the Securities and Exchange Commission (“SEC”).

Sean O’Connor, CEO of International Assets, stated, “A slight improvement in market conditions resulted in fully diluted EPS of $0.48 on continuing operations (adjusted EPS on a marked-to-market basis of $0.27). During the quarter we believe we made significant progress in expanding our capabilities with the acquisition of Hanley Group which, together with our physical and exchange expertise, gives us a unique product offering for our commercial customers and should serve to drive profitability in the medium and long term.”

International Assets Holding Corporation Summary Financials

	Three Months Ended June 30,								Nine Months Ended June 30,
(Unaudited) (in millions, except share and per share amounts)	2010			2009			% Change		2010			2009			% Change
Total operating revenues	$	78.1		$	22.9		241	%	$	203.1		$	77.2		163	%
Interest expense		2.7			1.6		69	%		7.5			6.2		21	%
Net revenues		75.4			21.3		254	%		195.6			71.0		175	%
Compensation and benefits		25.9			9.3		178	%		73.0			31.6		131	%
Clearing and related expenses		17.8			4.2		324	%		51.7			13.0		298	%
Other non-interest expenses		18.3			2.6		604	%		48.3			9.2		425	%
Total non-interest expenses		62.0			16.1		285	%		173.0			53.8		222	%
Income from operations, before tax		13.4			5.2		158	%		22.6			17.2		31	%
Income tax expense		4.8			1.4		243	%		8.1			4.8		69	%
Net income before discontinued operations		8.6			3.8		126	%		14.5			12.4		17	%
Loss from discontinued operations, net of taxes		1.1			0.2		450	%		0.7			1.0		(30	)%
Income before extraordinary loss		7.5			3.6		108	%		13.8			11.4		21	%
Extraordinary loss		0.8			—		(a	)		4.2			—		(a	)
Net income		6.7			3.6		86	%		9.6			11.4		(16	)%
Less: Net income (loss) attributable to noncontrolling interests		—			—		(a	)		(0.3	)		0.5		(a	)
Net income attributable to IAHC common shareholders	$	6.7		$	3.6		86	%	$	9.9		$	10.9		(9	)%
Earnings per share:
Basic
Net income before discontinued operations	$	0.50		$	0.43		16	%	$	0.85		$	1.34		(37	)%
Loss from discontinued operations	$	(0.06	)	$	(0.02	)	200	%	$	(0.04	)	$	(0.11	)	(64	)%
Extraordinary loss	$	(0.05	)	$	—		(a	)	$	(0.24	)	$	—		(a	)
Net income attributable to IAHC common shareholders	$	0.39		$	0.41		(5	)%	$	0.57		$	1.23		(54	)%
Diluted
Net income before discontinued operations	$	0.48		$	0.40		20	%	$	0.83		$	1.26		(34	)%
Loss from discontinued operations	$	(0.06	)	$	(0.02	)	200	%	$	(0.04	)	$	(0.10	)	(60	)%
Extraordinary loss	$	(0.04	)	$	—		(a	)	$	(0.24	)	$	—		(a	)
Net income attributable to IAHC common shareholders	$	0.38		$	0.38		0	%	$	0.55		$	1.16		(53	)%
Weighted average number of common shares outstanding:
Basic		17,335,362			8,916,665		94	%		17,293,058			8,879,649		95	%
Diluted		18,527,376			10,152,526		82	%		17,841,999			10,007,526		78	%
Segmental operating revenues (non-GAAP) reconciliation:
Total operating revenues, as reported (GAAP)	$	78.1		$	22.9		241	%	$	203.1		$	77.2		163	%
Marked-to-market adjustment		(5.6	)		1.0		(a	)		(4.8	)		2.8		(a	)
Adjusted operating revenues (non-GAAP) (b)	$	72.5		$	23.9		203	%	$	198.3		$	80.0		148	%
Represented by:
Commodity and risk management services	$	37.1		$	4.5		724	%	$	94.8		$	21.1		349	%
Foreign exchange		11.8			10.8		9	%		35.8			23.9		50	%
Securities		4.2			6.9		(39	)%		14.6			33.9		(57	)%
Clearing and execution services		16.9			—		(a	)		47.5			—		(a	)
Other		2.4			1.2		100	%		6.8			2.4		183	%
Corporate unallocated		0.1			0.5		(80	)%		(1.2	)		(1.3	)	(8	)%
Adjusted operating revenues (non-GAAP) (b)	$	72.5		$	23.9		203	%	$	198.3		$	80.0		148	%
Net income (non-GAAP) reconciliation:
Net income, as reported (GAAP)	$	6.7		$	3.6		86	%	$	9.9		$	10.9		(9	)%
Exclude loss from discontinued operations		1.1			0.2		450	%		0.7			1.0		(30	)%
Exclude extraordinary loss		0.8			—		(a	)		4.2			—		(a	)
Marked-to-market adjustment		(5.6	)		1.0		(a	)		(4.8	)		2.8		(a	)
Tax effect at blended rate of 37.5%		2.1			(0.4	)	(a	)		1.8			(1.0	)	(a	)
Adjusted net income before discontinued operations (non-GAAP) (c)	$	5.1		$	4.4		16	%	$	11.8		$	13.7		(14	)%

Consolidated financial statements for the Company will be included in the Company’s quarterly report on Form 10-Q to be filed with the SEC. The Form 10-Q will also be made available on the Company’s website at www.intlassets.com.

(a) Comparison not meaningful.

(b) Adjusted operating revenue is a non-GAAP measure that represents operating revenues adjusted by marked-to-market differences in the Company’s Commodity & Risk Management Services segment, as shown in the table. The table above reflects all reconciling items between the GAAP operating revenues and non-GAAP adjusted operating revenues. For a full discussion of management’s reasons for disclosing these adjustments, see ‘Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations’ in the Form 10-Q for the quarter ended June 30, 2010.

(c) Adjusted, net income before discontinued operations is a non-GAAP measure that represents net income adjusted by pro forma, after-tax marked-to-market differences in the Company’s Commodity & Risk Management Services segment, the extraordinary loss related to the decrease in net deferred tax assets related to the FCStone merger, the extraordinary loss related to the pre-acquisition contingency and the loss from discontinued operations, net of tax. The table above reflects all reconciling items between the GAAP net income (loss) attributable to IAHC common shareholders and non-GAAP adjusted net income before discontinued operations.

Conference Call & Web Cast

A conference call will be held tomorrow, Friday, August 13, 2010 at 9:00 a.m. ET. A live web cast of the conference call as well as a replay will be available online on the Company’s corporate web site at http://www.intlassets.com. Participants can also access the call by dialing 1-888-240-9299 (within the United States), or 1-913-312-1485 (international callers) approximately ten minutes prior to the start time.

A replay of the call will be available approximately two hours after the call has ended and will be available through Monday, August 23, 2010. To access the replay, dial 1-888-203-1112 (within the United States), or 1-719-457-0820 (international callers) and enter the replay passcode 7409601.

About International Assets Holding Corporation

International Assets Holding Corporation (INTL) provides execution and advisory services in commodities, currencies and international securities. INTL’s businesses, which include the commodities advisory and transaction execution firm FCStone Group, serve more than 10,000 commercial customers in more than 100 countries through a network of offices in eleven countries around the world.

Further information on INTL is available at www.intlassets.com.

Forward Looking Statements

This press release includes forward-looking statements including statements regarding the combined company. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words “believe,” “expect,” “anticipate,” “should,” “plan,” “will,” “may,” “could,” “intend,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms and similar expressions, as they relate to International Assets Holding Corporation, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the combined company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by International Assets Holding Corporation with the Securities and Exchange Commission. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. International Assets Holding Corporation undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements.

International Assets Holding Corporation

Investor inquiries:

Bill Dunaway, CFO

866-522-7188

bdunaway@intlassets.com