SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                   AMENDMENT 2

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                         COMMISSION FILE NUMBER 1-15863

                                 IA GLOBAL, INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)

                    DELAWARE                           13-4037641
                    --------                           ----------
         (State or other jurisdiction of            (I.R.S. Employer
         incorporation or organization)            Identification No.)

                          550 N. REO STREET, SUITE 300
                                 TAMPA, FL 33609
                              --------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (813) 261-5157

Securities registered pursuant to Section 12(b) of the Act:

                          COMMON STOCK, $.01 PAR VALUE
                          ----------------------------
                                (Title of class)

Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes...X...    No.......

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes.......    No...X...

         The aggregate market value of the common equity held by non-affiliates
of the registrant as of March 31, 2006 was approximately $4,925,432.

         The number of shares of the registrant's common stock outstanding as of
March 31, 2006: 108,165,157 shares of Common Stock.

<PAGE>

                                EXPLANATORY NOTE

         This Amendment No. 2 to our Annual Report on Form 10-K for the year
ended December 31, 2005, Amends our Form 10-K for the year ended December 31,
2005, which was originally filed on April 17, 2006, and Amended by Amendment No.
1 to Form 10-K, which was filed on December 21, 2006. This amendment is being
filed to highlight the redacted information in the exhibits that is subject to a
confidential treatment request.


<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) FINANCIAL STATEMENTS:

         Our financial statements, as indicated by the Index to Consolidated
Financial Statements set forth below, begin on page F-1 of this Form 10-K, and
are hereby incorporated by reference. Financial statement schedules have been
omitted because they are not applicable or the required information is included
in the financial statements or notes thereto.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                         Page
                                                                         ----

         Reports of Independent Registered Public Accounting Firms.   F-1 - F-2

         Consolidated Balance Sheets
              as of December 31, 2005 and 2004......................     F-3

         Consolidated Statements of Operations
              for the years ended December 31, 2005, 2004 and 2003..    F-4 A-B

         Consolidated Statement of Stockholders' Equity (Deficiency)
              for the years ended December 31, 2005, 2004 and 2003..    F-5 A-B

         Consolidated Statement of Cash Flows
              for the years ended December 31, 2005, 2004 and 2003..    F-6 A-B

         Notes to Consolidated Financial Statements.................  F-7 - F-39

(b) EXHIBITS:

EXHIBIT
NUMBER   EXHIBIT DESCRIPTION
-------  -------------------

3.1      Certificate of Incorporation, as amended, of Registrant (1)

3.2      Certificate of Amendment, dated January 3, 2003, to the Certificate of
         Incorporation of the Registrant (2)

3.3      Certificate of Designation of Preferences and Rights of the
         Registrant's Series A convertible preferred stock (3)

3.4      By-laws of Registrant, as amended (4)

3.5      Certificate of Amendment, dated June 17, 2004, to the Certificate of
         Incorporation of the Registrant, filed herewith.

3.6      Certificate of Amendment of Restated Certificate of Incorporation of IA
         Global, Inc. dated June 7, 2005. (6)

4.1      Form of Certificate evidencing shares of common stock (1)

10.1     1999 and 2000 Stock Option Plans (5) *

10.2     Subscription Agreement and Annex A dated December 31, 2004 between IA
         Global, Inc. and Rex Tokyo Co Ltd. (7)

10.3     Financial Loan Document between Rex Tokyo Co Ltd and Mizuho Bank Co Ltd
         dated January 18, 2005. (8)

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<PAGE>

10.4     Asset Purchase Agreement dated February 9, 2005 among IA Global, Inc.,
         IA Global Acquisition Co and Nanocat Technologies Pte Limited. (9)

10.5     Share Sale Agreement Deed of Variance dated February 9, 2005 among IA
         Global, Inc., IA Global Acquisition Co., QuikCAT Australia Pty Ltd. And
         Marie-Rose Pontre'. (9)

10.6     Internet Accelerator Assignment Agreement Deed of Variation dated
         February 9, 2005 among IA Global, Inc., IA Global Acquisition Co and
         Nanocat Technologies Pte Limited. (9)

10.7     Financial Loan Document dated March 25, 2005 between Rex Tokyo Co Ltd
         and Chiba Bank Ltd. (10)

10.8     Share Exchange Agreement dated April 20, 2005 amongst IA Global, Inc.
         Mr. Hideki Anan, Mr. Kyo Nagae and Mr. Hiroki Isobe. (11)

10.9     Share Purchase Agreement dated May 12, 2005 amongst IA Global, Inc., TK
         Partners, Inc. and Fan Club Entertainment Co Ltd. (12)

10.10    Certificate of Officers of Fan Club Entertainment Co Ltd. dated May 2,
         2005. (12)

10.11    Amendment to Employment Agreement dated May 17, 2005 between IA Global,
         Inc. and Mark Scott. (13) *

10.12    Option Exercise, Transition and Consolidation Agreement dated May 28,
         2005 amongst IA Global, Inc., IA Global Acquisition Co., QuikCAT
         Australia Pty Ltd., NanoCAT Technologies Pte Ltd and Marie-Rose
         Pontre'. (14)

10.13    Confirmation of Close of Share Exchange Agreement dated June 15, 2005
         amongst IA Global, Inc. Mr. Hideki Anan, Mr. Kyo Nagae and Mr. Hiroki
         Isobe. (15)

10.14    Financial Loan Document dated June 17, 2005 between Rex Tokyo Co Ltd
         and Chiba Bank Ltd. (16)

10.15    Subscription Agreement dated June 28, 2005 between IA Global, Inc. and
         thirty four Japanese investors. Each investor entered into a
         substantially identical Subscription Agreement except for the principal
         amount of the convertible notes purchased. (17)

10.16    Convertible Promissory Note dated June 28, 2005 between IA Global, Inc.
         and thirty four Japanese investors. Each investor entered into a
         substantially identical Convertible Promissory Note except for the
         principal amount of the convertible notes purchased. (17)

10.17    Stock Purchase Agreement signed July 15, 2005 and effective July 1,
         2005 among IA Global, Inc., IA Global Acquisition Co. Ltd. and Ominira
         Networks, LLC. (18)

10.18    Senior Secured Promissory Note signed July 15, 2005 and effective July
         1, 2005 by Ominira Networks, LLC. (18)

10.19    Business Outsourcing Basic Contract signed October 6, 2004 between KDDI
         and Global Hotline. (English Translation) (19)

10.20    Special Business Outsourcing Contract dated December 1, 2004 between
         KDDI and Global Hotline. (English Translation) (19)

10.21    Letter from KDDI to Global Hotline. (English Translation) (19)

10.22    Business Outsourcing Basic Contract between Global Hotline and 3S
         Networks. (English Translation) (19)

                                       37
<PAGE>

10.23    Individual Contract dated November 1, 2004 between Global Hotline and
         3S Networks. (English Translation) (19)

10.24    Letter dated March 29, 2005 between KDDI and Global Hotline. (English
         Translation) (19)

10.25    Special Business Outsourcing Contract dated April 1, 2005 between KDDI
         and Global Hotline. (English Translation) (19)

10.26    Sale of Shares Agreement dated August 16, 2005 between Rex Tokyo Co Ltd
         and Inter Asset Japan Co Ltd. (20)

10.27    Amendment to Option Exercise, Transition and Consolidation Agreement
         dated September 5, 2005 amongst IA Global, Inc., QuikCAT Australia Pty
         Ltd., NanoCAT Technologies Pte Ltd and Marie-Rose Pontre'. (21)

10.28    Financial Loan Document between Rex Tokyo Co Ltd and Mizuho Bank Co Ltd
         dated August 31, 2005. (English Translation) (21)

10.29    Amendment 2 to Option Exercise, Transition and Consolidation Agreement
         dated September 20, 2005 amongst IA Global, Inc., QuikCAT Australia Pty
         Ltd., NanoCAT Technologies Pte Ltd and Marie-Rose Pontre'. (22)

10.30    Amendment to Internet Accelerator Assignment Agreement dated September
         30, 2005 amongst IA Global, Inc., QuikCAT Australia Pty Ltd and IA
         Global Acquisition Co. (23)

10.31    Senior Secured Promissory Note dated September 30, 2005 between Global
         Hotline, Inc. and GMB International, Inc. (24)

10.32    Amendment to Employment Agreement dated October 12, 2005 between IA
         Global, Inc. and Mark Scott. (25) *

10.33    Global Hotline's audited consolidated financial statements for the
         period from inception to March 31, 2005, together with the Report of
         Independent Registered Public Accounting Firm thereon. (26)

10.34    The unaudited Pro Forma Combined Condensed Consolidated Balance Sheet
         of the company as of December 31, 2004 and Global Hotline as of March
         31, 2005 and the unaudited Pro Forma Condensed Consolidated Statement
         of Operations of the Company and Global Hotline for the twelve months
         ended December 31, 2004 and the period from inception to March 31,
         2005, respectively. (26)

10.35    The unaudited Pro Forma Condensed Consolidated Statement of Operations
         of the Company and Global Hotline for the six months ended June 30,
         2005. The unaudited Consolidated Balance Sheet of the Company as of
         June 30, 2005 is consolidated with Global Hotline and is included in
         the Form 10-Q filed on August 16, 2005. (26)

10.36    Amendment to Senior Secured Promissory Note dated November 4, 2005
         between IA Global, Inc., IA Global Acquisition Co. and Ominira
         Networks, LLC. (27)

10.37    Amendment to Senior Secured Promissory Note dated November 4, 2005
         between Global Hotline, Inc. and GMB International, Inc. (27)

10.38    Amendment 2 to Senior Secured Promissory Note dated December 5, 2005
         between IA Global, Inc., IA Global Acquisition Co. and Ominira
         Networks, LLC (28)

10.39    Amendment 2 to Senior Secured Promissory Note dated December 11, 2005
         between Global Hotline, Inc. and GMB International, Inc. (29)

10.40    Special Business Outsourcing Contract dated December 15, 2005 between
         Global Hotline, Inc. and KDDI. (English translation) (41) +

                                       38
<PAGE>

10.41    Audit Committee Charter dated December 15, 2005. (31)

10.42    Nominations and Governance Committee Charter dated December 15, 2005.
         (31)

10.43    Financial Loan Document dated December 27, 2005 between Rex Tokyo Co
         Ltd and UFJ Bank Co Ltd. (English translation) (30)

10.44    Financial Loan Document dated December 28, 2005 between Rex Tokyo Co
         Ltd and Mizuho Co Ltd. (English translation) (30)

10.45    Amendment 3 to Senior Secured Promissory Note dated January 6, 2006
         between IA Global, Inc., IA Global Acquisition Co. and Ominira
         Networks, LLC (32)

10.46    Code of Conduct and Ethics dated January 24, 2006. (33)

10.47    Notice of Conversion of Series B Convertible Preferred Stock between IA
         Global, Inc. and Inter Asset Japan LBO No 1 Fund dated January 30,
         2006. (33)

10.48    Letter dated February 1, 2006 between IA Global, Inc and Ominira
         Networks LLC. (34)

10.49    Partner Contract dated December 22, 2005 between IA Partners Co Ltd and
         Internet Service Partners. (English translation) (41) +

10.50    Amendment to Employment Agreement dated February 14, 2006 between IA
         Global, Inc. and Mark Scott. (35) *

10.51    Agreement For Repayment of Hideki Anan Note Receivable dated March 10,
         2006 amongst Hideki Anan, Global Hotline, Inc. and IA Global, Inc. (36)

10.52    Compensation Committee Charter dated March 14, 2006. (36)

10.53    Amendment 4 to Senior Secured Promissory Note dated March 27, 2006
         between IA Global, Inc., IA Global Acquisition Co. and Ominira Networks
         LLC. (37)

10.54    Share Sale Agreement dated April 4, 2006 among IA Global, Inc., Rex
         Tokyo Co Ltd and Hiroyuki Ejima. (38)

10.55    Amendment 3 to Senior Secured Promissory Note dated April 11, 2006
         between Global Hotline, Inc. and GMB International Inc. (39)

21.1     Subsidiaries of the Registrant (40)

23.1     Consent of Sherb & Co., LLP (40)

23.2     Consent of Radin, Glass & Co. (40)

31.1     Section 302 Certifications (40)

32.1     Section 906 Certifications (40)
__________

*    Indicates a management contract or compensatory plan.

+    Certain confidential material contained in the document has been omitted
     and filed separately with the Securities and Exchange Commission pursuant
     to Rule 406 of the Securities Act of 1933, as amended or Rule 24b-2 of the
     Securities and Exchange Act of 1934, as amended.

(1)  Filed as an exhibit to Registrant's Registration Statement on Form S-1, as
     amended (File No. 333-71733), and incorporated herein by reference.

(2)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     January 3, 2003, and incorporated herein by reference.

(3)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     November 8, 2001, and incorporated herein by reference.

                                       39
<PAGE>

(4)  Filed as an exhibit to Registrant's Registration Statement on Form 8-A
     (File No. 1-15863), and incorporated herein by reference.

(5)  Filed as an exhibit to Registrant's From S-8, dated June 21, 2004, and
     incorporated herein by reference.

(6)  Filed as an exhibit to Registrant's Registration Statement on Form S-3
     (File No. 333-127205), dated August 4, 2005, and incorporated herein by
     reference.

(7)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     December 31, 2004 and filed January 7, 2005 and incorporated herein by
     reference.

(8)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     January 18, 2005 and filed January 21, 2005 and incorporated herein by
     reference.

(9)  Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     February 9, 2005 and filed February 14, 2005 and incorporated herein by
     reference.

(10) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated March
     25, 2005 and filed March 31, 2005 and incorporated herein by reference.

(11) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated April
     20, 2005 and filed on April 25, 2005 and incorporated herein by reference.

(12) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated May
     12, 2005 and filed on May 16, 2005 and incorporated herein by reference.

(13) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated May
     16, 2005 and filed on May 17, 2005 and incorporated herein by reference.

(14) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated May
     28, 2005 and filed on June 3, 2005 and incorporated herein by reference.

(15) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated June
     15, 2005 and filed on June 16, 2005 and incorporated herein by reference.

(16) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated June
     17, 2005 and filed on June 22, 2005 and incorporated herein by reference.

(17) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated June
     28, 2005 and filed on June 29, 2005 and incorporated herein by reference.

(18) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated July
     15, 2005 and filed on July 18, 2005 and incorporated herein by reference.

(19) Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q, dated
     August 15, 2005 and filed on August 15, 2005 and incorporated herein by
     reference.

(20) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     August 16, 2005 and filed on August 22, 2005 and incorporated herein by
     reference.

(21) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     August 31, 2005 and filed on September 7, 2005 and incorporated herein by
     reference.

(22) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     September 20, 2005 and filed on September 20, 2005 and incorporated herein
     by reference.

                                       40
<PAGE>

(23) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     September 30, 2005 and filed on October 6, 2005 and incorporated herein by
     reference.

(24) Filed as an exhibit to Registrant's Current Report on Form 8-K/A, dated
     September 30, 2005 and filed on October 11, 2005 and incorporated herein by
     reference.

(25) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     October 12, 2005 and filed on October 12, 2005 and incorporated herein by
     reference.

(26) Filed as an exhibit to Registrant's Current Report on Form 8-K/A, dated
     November 3, 2005 and filed on November 3, 2005 and incorporated herein by
     reference.

(27) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     November 4, 2005 and filed on November 4, 2005 and incorporated herein by
     reference.

(28) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     December 9, 2005 and filed December 9, 2005, and incorporated herein by
     reference.

(29) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     December 11, 2005 and filed December 14, 2005, and incorporated herein by
     reference.

(30) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
     ended December 31, 2005 filed on April 17, 2006 and incorporated herein by
     reference.

(31) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     December 15, 2005 and filed December 20, 2005, and incorporated herein by
     reference.

(32) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     January 6, 2006 and filed January 6, 2006, and incorporated herein by
     reference.

(33) Filed as an exhibit to Registrant's Current Report on Form 8-K/A, dated
     January 24, 2006 and filed on January 31, 2006 and incorporated herein by
     reference.

(34) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     February 1, 2006 and filed February 7, 2006, and incorporated herein by
     reference.

(35) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated
     February 14, 2006 and filed February 17, 2006, and incorporated herein by
     reference.

(36) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated March
     10, 2006 and filed March 15, 2006, and incorporated herein by reference.

(37) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated March
     27, 2006 and filed March 31, 2006, and incorporated herein by reference.

(38) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated April
     4, 2006 and filed April 7, 2006, and incorporated herein by reference.

(39) Filed as an exhibit to Registrant's Current Report on Form 8-K, dated April
     11, 2006 and filed April 11, 2006, and incorporated herein by reference.

(40) Filed as an exhibit to Registrant's Annual Report on Form 10-K, for the
     year ended December 31, 2005 and filed April 17, 2006, and incorporated
     herein by reference.

(41) Filed herewith.

                                       41