As filed with the U.S. Securities and Exchange Commission on June 17, 2011

Registration No. 333- 170250

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IMAGE METRICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	5121	20-1719023
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

1918 Main Street, 2 nd Floor

Santa Monica, California 90405

Tel: (310) 656-6565

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert Gehorsam

Chief Executive Officer

Image Metrics, Inc.

1918 Main Street, 2 nd Floor

Santa Monica, California 90405

Tel: (310) 656-6565; Fax: (310) 656-6566

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Spencer G. Feldman, Esq.

Greenberg Traurig, LLP

MetLife Building

200 Park Avenue – 15 th Floor

New York, New York 10166

Tel: (212) 801-9200; Fax: (212) 801-6400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-accelerated Filer	¨	Smaller Reporting Company	þ

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE .

The information in this prospectus is not complete and may be changed. Our selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JUNE 17, 2011

IMAGE METRICS, INC.

14,781,407 Shares

Common Stock

This prospectus relates to the sale of up to 14,781,407 shares of our common stock by the selling stockholders listed in this prospectus. These shares consist of 5,689,929 outstanding shares of our common stock, 3,975,397 shares of common stock issuable upon conversion of our series A convertible preferred stock, 2,773,519 shares of common stock issuable upon exercise of our warrants and 2,342,562 shares of common stock issuable upon conversion of our convertible promissory notes. The shares offered by this prospectus may be sold by the selling stockholders from time to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our common stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices.

Pursuant to a subscription agreement with the selling stockholders relating to our series A preferred stock and warrant private placements, we are obligated to register the shares underlying our series A preferred stock and warrants. Pursuant to our secured convertible loan originally established in September 2010 and amended in February 2011, we are obligated to register the shares underlying the convertible promissory notes. The distribution of the shares by the selling stockholders is not subject to any underwriting agreement. We will receive none of the proceeds from the sale of the shares by the selling stockholders, except upon exercise of the warrants. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them.

Our common stock is quoted on the OTC Bulletin Board under the symbol IMGX.OB. The high and low bid prices for shares of our common stock on June 16, 2011, were $0.59 per share, respectively, based upon bids that represent prices quoted by broker-dealers on the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

The selling stockholders may be deemed, and any broker-dealer executing sell orders on behalf of the selling stockholders will be considered, “underwriters” within the meaning of the Securities Act of 1933. Commissions received by any broker-dealer will be considered underwriting commissions under the Securities Act of 1933.

An investment in these securities involves a high degree of risk.

Please carefully review the section titled “Risk Factors” beginning on page 5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is ______, 2011

In considering the acquisition of the common stock described in this prospectus, you should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus.

TABLE OF CONTENTS

SUMMARY	1

RISK FACTORS	5

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	12

WHERE YOU CAN FIND MORE INFORMATION	12

USE OF PROCEEDS	13

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15

BUSINESS	26

MANAGEMENT	33

PRINCIPAL STOCKHOLDERS	42

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	44

SELLING STOCKHOLDERS	45

PLAN OF DISTRIBUTION	50

DESCRIPTION OF SECURITIES	52

SHARES AVAILABLE FOR FUTURE SALE	57

LEGAL MATTERS	58

EXPERTS	58

INTEREST OF NAMED EXPERTS AND COUNSEL	58

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	58

INDEX TO FINANCIAL STATEMENTS	F-1

SUMMARY

You should read the following summary together with the more detailed information contained elsewhere in this prospectus, including the section titled “Risk Factors,” regarding us and the common stock being sold in this offering.

Unless the context otherwise requires, when we refer to “our company,” “we,” “us” or “our,” (i) for periods prior to the closing of our share exchange transaction on March 10, 2010, we are referring to Image Metrics Limited, a private company incorporated in England and Wales, and (ii) for periods as of the closing of our share exchange transaction and thereafter, we are referring to Image Metrics, Inc., the current publicly-traded company and the issuer of this prospectus.

Overview of Our Business

Image Metrics is an established provider of technology-based facial animation solutions to the interactive entertainment industry. Using proprietary software and mathematical algorithms that “read” human facial expressions, our technology converts video footage of real-life actors into 3D computer generated animated characters. We believe that our technology provides us with competitive advantages and has been used to create some of the most notable video games, music videos and movies made in the past five years. Examples of our notable and innovative facial animation projects include the 2008 “Grand Theft Auto IV” video game, which generated over $500 million in sales in its first week, the 2009 computer generated aging of Brad Pitt in the feature film “The Curious Case of Benjamin Button,” which won three Oscars including one for achievement in visual effects, the 2009 Black Eyed Peas’ “Boom Boom Pow” music video, which won the Grammy Award for best short form music video, and the 2010 “Red Dead Redemption” video game, which sold more than 5 million copies in its first two weeks.

We were founded in 2000, and have devoted our efforts to the development of our computer vision based software. Our key intellectual property is protected by several patents registered in the United States and significant well-documented trade secrets. We are continually updating our software and are prosecuting a roadmap of technology innovations. Over the past two years, in addition to improving the quality of our animation services and our technology-based tools, and continuing the development of next-generation animation products, we have successfully expanded our customer base to include game and entertainment companies such as Activision, Sony, THQ, Electronic Arts and Ubisoft.

Although our traditional business has been providing animation services to the video gaming and film industries, our technology innovation and new product offerings allow us to enter new markets utilizing new business models to achieve higher revenue growth with higher margins than a full service animation-based business can provide. In particular, we are transforming our business from a services model to a software licensing model, which can be leveraged into the professional, consumer and education markets. Our technology platform can support access to many other potential revenue streams, such as computer animated television series (particularly programming for children), the development of real-time businesses in virtual worlds and social networking, and licensing products and services into non-entertainment markets. Most of these take the form of “middleware” or software based tools that other software developers use to create applications for consumers. We are also developing software applications that can be used by consumers to produce real-time animation.

In March 2011, we launched our principal professional software-as-a-service product, Faceware, into the professional market. We have already won customers in the video game, television and music video markets. The product won a prestigious “Best-in-Show” Award at the 2011 Game Developers Conference. In May 2011, we announced the availability of our first consumer-oriented product, which enables online users to create photo-realistic 3D characters from a single standard digital photograph and integrate that character across a range of third-party games, social networks and communications applications. We expect to launch at least two additional products within the next 12 months. We see particular opportunity in the online games sector, where companies may become customers for multiple Image Metrics products.

Our primary strategy is to maximize revenue and gross margins from our existing B2B (business to business) markets, and then to significantly develop additional commercial applications, particularly in the B2C (business to consumer) realm.

To execute our business plan and further commercialize our technology, we have assembled a senior management team, board of directors and advisory board with extensive experience in managing and ramping technology companies. The collective expertise of this group encompasses building B2B and B2C enterprises, technology and product development, sales and marketing, financial structuring, mergers and acquisitions, public company management and other requisite professional skills.

Corporate Information and History

On March 10, 2010, we completed a “reverse public offering” transaction, in which we became a publicly-traded company through our share exchange transaction with International Cellular Accessories, a public company previously engaged in the sale of accessories for cellular phones. Through the share exchange transaction, the stockholders of our privately-held predecessor, Image Metrics Limited, received a majority of the outstanding shares of International Cellular Accessories and its officers and directors assumed similar positions with International Cellular Accessories. Following the share exchange transaction, we changed our corporate name to Image Metrics, Inc. Concurrently with the closing of the share exchange, we also completed a private placement of series A convertible preferred stock and warrants to purchase common stock to institutional investors and other accredited investors, in which we received aggregate gross proceeds of $8,929,098. From July to September 2010, we raised an additional $950,000 in aggregate gross proceeds in a private placement on the same terms as the March 2010 private placement except for the March 2010 offering provided financial remuneration to the subscribers if the Company failed to meet its SEC filing and registration requirements.

Our principal executive office in the United States is located at 1918 Main Street, 2nd Floor, Santa Monica, California 90405 and, in the United Kingdom, our executive office is located at 1 Portland Street, Manchester MI 3BE. Our main telephone number in the United States is (310) 656-6551 and in the United Kingdom is +44-161-242-1800. We maintain a corporate website at www.image-metrics.com. The contents of this website are not part of this prospectus and should not be relied upon with respect to making a decision to invest in our common stock.

Our shares of common stock are traded in the over-the-counter market and quoted on the OTC Bulletin Board under the symbol IMGX.OB. On June 16, 2011, the closing bid price of our common stock was $0.59 per share.

About this Offering

This prospectus relates to the public offering, which is not being underwritten, of up to 14,781,407 shares of our common stock by the selling stockholders listed in this prospectus. These shares consist of 5,689,929 outstanding shares of common stock, 3,975,397 shares of common stock issuable upon conversion of our series A preferred stock, 2,773,519 shares of common stock issuable upon exercise of our warrants and 2,342,562 shares of common stock issuable upon conversion of our convertible promissory notes. The shares offered by this prospectus may be sold by the selling stockholders from time to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our common stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. We will receive none of the proceeds from the sale of the shares by the selling stockholders, except upon exercise of the warrants. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them.

The shares of common stock being offered by this prospectus relate to shares of our common stock, as well as shares issuable upon conversion of our convertible promissory notes, outstanding shares of our series A preferred stock and warrants issued in private placements in fiscal 2010 and 2011. The first private placement offering had two closings, March 10, 2010 and March 26, 2010 (which we refer to as the March 2010 private placement). This private placement offering involved institutional investors and other accredited investors and consisted of 9,371,098 shares of our series A convertible preferred stock at a price per share of $1.00, for gross proceeds of $8,929,098. As part of the March 2010 private placement, the investors were issued warrants to purchase up to 7,345,998 shares of our common stock at an exercise price of $1.50 per share.

Since March 2010, we completed several private placements of the same securities that we issued in March 2010. In these private placements, we sold 1,309,438 shares of our series A convertible preferred stock and warrants to purchase up to 654,719 shares of common stock, for aggregate gross proceeds of $1,300,000. For a more detailed discussion regarding the 2010 and 2011 private placements, please see “Selling Stockholders - 2010 and 2011 Private Placements” in this prospectus.

In total during the fiscal year ended September 30, 2010 and during the six months ended March 31, 2011, in connection with the issuance of our bridge loans and private placements, we issued warrants to purchase 8,476,717 shares of common stock at an exercise price of $1.50 per share and 500,700 shares of common stock at an exercise price of $1.20 per share. All of our outstanding warrants are exercisable at the option of the holders at any time through their expiration dates, which occur between March and December 2014. The warrants contain anti-dilution provisions that cause a downward adjustment in the exercise price if we issues shares of our common stock at a price below the trigger price then in effect. As of March 31, 2011, the trigger price was equal to $1. The warrants were recorded as a warrant liability on the balance sheet.

On September 9, 2010, as amended on March 28, 2011, we established a secured convertible credit facility, pursuant to which we have the right to borrow up to $7,100,000 to be used by us to fund our general working capital requirements. As of June 16, 2011, we had drawn down $7,000,000 under the loan agreement pursuant to a series of convertible promissory notes. The debt bears interest at 13.5% per year and matures on January 31, 2013.

The number of shares being offered by this prospectus represents approximately 51% of our outstanding shares of common stock as of June 16, 2011 (after giving effect to the conversion of our series A preferred stock). This is our first registration statement as Image Metrics.

THE OFFERING

Common stock being offered by the selling stockholders:

· Outstanding shares of common stock		5,689,929 shares.

· Number of shares that may be issued upon conversion of series A preferred stock		3,975,397 shares.

· Number of shares that may be issued upon exercise of warrants		2,773,519 shares.

· Number of shares that may be issued upon conversion of convertible promissory notes		2,342,562 shares.

Total		14,781,407 shares.

Common stock outstanding (1)		18,300,081 shares.

Use of proceeds		We will receive none of the proceeds from the sale of the shares by the selling stockholders, except cash for the warrant exercise price upon exercise of the warrants, which would be used for working capital.

OTC Bulletin Board symbol		IMGX.OB

Risk factors		Investing in our common stock involves a high degree of risk. Please refer to the section “Risk Factors” before making an investment in our stock.

(1) As of June 16, 2011. Does not include shares of common stock issuable upon conversion of our series A preferred stock or convertible promissory notes or upon exercise of our warrants. Also does not include shares of our common stock that are reserved for issuance pursuant to outstanding stock options.

SUMMARY FINANCIAL INFORMATION

The summary financial information set forth below is derived from and should be read in conjunction with our consolidated financial statements, including the notes to the financial statements, appearing at the end of this prospectus beginning on page F-1.

	Fiscal Year Ended September 30, 2009 (1)			Fiscal Year Ended September 30, 2010 (1)			Six Months Ended March 31, 2011
Consolidated Statement of Operations Data:
Revenue	$	3,952		$	5,945		$	985
Net loss		(6,779	)		(9,654	)		(1,427	)
Weighted average shares outstanding		10,852,935			13,846,850			16,576,676
Net loss per share	$	(0.62	)	$	(0.80	)	$	(0.09	)

Consolidated Balance Sheet Data (at end of period):
Working capital (deficit)	$	(9,529	)	$	(12,354	)	$	(9,564	)
Total assets		2,487			1,008			4,663
Total liabilities		13,268			13,223			15,318
Total shareholders’ deficit		(10,781	)		(12,215	)		(10,655	)

(1)	Prior to the completion of our “reverse public offering” on March 10, 2010, the financial information above relates to our predecessor, Image Metrics, Inc., as formerly known as Image Metrics, Limited.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following material risks, together with the other information contained in this prospectus, before you decide to buy our common stock. If any of the following risks actually occur, our business, results of operations and financial condition would likely suffer. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

We have a history of operating losses and uncertain future profitability, and we received a going concern qualification in our fiscal 2010 audit; there can be no assurance that we will succeed.

We have incurred losses from operating activities since we began operations and have an accumulated deficit of $38,810,000 as of March 31, 2011. We incurred an operating loss of $1,427,000 during the six months ended March 31, 2011, and expect to continue operating at a loss for some period of time. Because we have only recently become a public company, prospective investors will have limited operating and financial information to evaluate our historical performance and future prospects. We continue to face the risks and difficulties of an early-stage company including the uncertainties of market acceptance, competition, cost increases and delays in achieving business objectives. There can be no assurance that we will succeed in addressing any or all of these risks, that we will achieve future profitability, or that we will achieve profitability at any particular time. The failure to do so would have a material adverse effect on our business, financial condition and operating results. The report of our independent registered public accounting firm with respect to our fiscal year ended September 30, 2010 included in the annual report on Form 10-K dated February 22, 2011, includes a going concern explanatory paragraph indicating that our recurring operating losses and our current liabilities in excess of our current assets raise substantial doubt about our ability to continue as a going concern. Depending upon the results of our operations for fiscal 2011 and our ability to raise additional capital, we may receive a going concern emphasis of matter report from our independent registered public accountants in connection with our financial statements to be included in our annual report on Form 10-K for the fiscal year ended September 30, 2011.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accomplishing these critical functions. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of an issuer’s internal controls over financial reporting. Assigned to accounting issues at present are only Ron Ryder, our Chief Financial Officer, and a controller and financial consultant, which may be deemed to be inadequate. Although we intend to augment our internal controls procedures and expand our accounting staff, there is no guarantee that this effort will be adequate.

During the course of our testing, we may identify deficiencies which we may not be able to remediate. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.

Management concluded that, as of September 30, 2010, our internal controls and disclosure control processes were not effective. Subsequent to September 30, 2010, we implemented remedial actions to strengthen our internal controls and disclosure control processes and have since remediated these deficiencies, although there can be no assurance that such deficiencies will not reoccur.

Because the games and film industries are always evolving, their future growth and ultimate size are difficult to predict. Our business will not grow if the use of our facial animation services does not continue to grow.

We are a provider of technology-based facial animation services to the entertainment industry. Our industry is in the early stages of market acceptance of products and related services and is subject to rapid and significant technological change. Because of the new and evolving nature of facial animation technology, it is difficult to predict the size of this specialized market, the rate at which the market for our facial animation services will grow or be accepted, if at all, or whether emerging computer-generated animation technologies will render our services less competitive or obsolete. If the market for our facial animation services fails to develop or grows slower than anticipated, we would be significantly and materially adversely affected.

If our products and services do not achieve market acceptance, we may never have significant revenues or any profits.

If we are unable to operate our business as contemplated by our business model or if the assumptions underlying our business model prove to be unfounded, we could fail to achieve our revenue and earnings goals within the time we have projected, or at all, which would have a detrimental effect on our business. As a result, the value of your investment could be significantly reduced or completely lost.

Our ability to generate revenue is highly dependent on building and maintaining relationships with film and visual effects (VFX) studios, commercial producers and game developers. No assurance can be given that a sufficient number of such companies will demand our facial animation services or other computer-generated animation services, thereby expanding the overall market for digital characters in films, games and other forms of entertainment and enabling us to increase our revenue to the extent expected. In addition, the rate of the market’s acceptance of other computer-generated animation technologies cannot be predicted. Failure to attract and maintain a significant customer base would have a detrimental effect on our business, operating results and financial condition.

Our future growth will be harmed if we are unsuccessful in developing and maintaining good relationships with entertainment companies.

Our business strategy may in the future be dependent on our ability to develop relationships with entertainment companies to increase our customer base. These companies recommend our services to their customers, provide us with referrals and help us build presence in the market. These relationships require a significant amount of time to develop. Currently, we have established a limited number of these relationships. We must expand current relationships and establish new relationships to grow our business in accordance with our business plan. We may not be able to identify, establish, expand and maintain good relationships with quality entertainment companies. Additionally, it is uncertain that such relationships will fully support and recommend our facial animation services. Our failure to identify, establish, expand and maintain good relationships with quality entertainment companies would have a material and adverse effect on our business.

The majority of the contracts we have with customers are cancelable for any reason by giving 30 days advance notice.

Our customers have historically engaged us to perform services for them on a project-by-project basis and are required by us to enter into a written contractual agreement for the work, labor and services to be performed. Generally, our project contracts are terminable by the customer for any or no reason on 30 days advance notice. If a number of our customers were to exercise cancellation rights, our business and operating results would be materially and adversely affected.

We have a large concentration of business from a small number of accounts. A decision by a key customer to discontinue or limit its relationship with us could have a material adverse effect on our business.

We have been highly dependent on sales of our facial animation products to a small number of accounts. Sales to our largest customer, Take-Two Interactive Software, Inc., accounted for approximately 44%, 69% and 83% of our revenue for the six months ended March 31, 2011, and the twelve months ended September 30, 2010 and 2009, respectively. Therefore, at present, a significant portion of our business depends largely on the success of specific customers in the commercial marketplace. Our business could be adversely affected if any of our key customers’ share of the commercial market declined or if their customer base, in turn, eroded in that market. A decision by one or more of our key customers to discontinue or limit its relationship with us could result in a significant loss of revenue to us and have a material adverse impact on our business.

Our operating results will be harmed if we are unable to manage and sustain our growth.

Our business is unproven on a large scale and actual revenue and operating margins, or revenue and margin growth, may be less than expected. If we are unable to scale our production capabilities efficiently, we may fail to achieve expected operating margins, which would have a material and adverse effect on our operating results.

Our facial animation services may become obsolete if we do not effectively respond to rapid technological change on a timely basis.

Our facial animation services are new and our business model is evolving. Our services depend on the needs of our customers and their desire to create believable facial performances in computer-generated characters. Since the games and film industries are characterized by evolving technologies, uncertain technology and limited availability of standards, we must respond to new research and development and technological changes affecting our customers and collaborators. We may not be successful in developing and marketing, on a timely and cost-effective basis, new or modified services, which respond to technological changes, evolving customer needs and competition.

If we fail to recruit and retain qualified senior management and other key personnel, we will not be able to execute our business plan.

Our business plan requires us to hire a number of qualified personnel, as well as retain our current key management. The industry is characterized by heavy reliance on software and computer graphics engineers. We must, therefore, attract leading technology talent both as full-time employees and as collaborators, to be able to execute our business strategy. Presently, our key senior management and key personnel are Robert Gehorsam, Chief Executive Officer, Ron Ryder, Chief Financial Officer, and Kevin Walker, Ph.D., Chief Technology Officer.

The loss of the services of one or more of our senior managers could impair our ability to execute our business plan, which could hinder the development of products and services. We have assumed certain employment agreements from our U.K. predecessor with members of our key senior management team, along with agreements with some of these members regarding confidentiality, non-competition and invention assignment. U nder California law, the non-competition provisions in the employment agreements will likely be unenforceable, which could result in one or more members of our senior management or key personnel leaving us and then, despite our efforts to prevent them from doing so, competing directly against us for customers, projects and personnel.

If we fail to protect our intellectual property, our current competitive strengths could be eroded and we could lose customers, market share and revenue.

Our viability will depend on our ability to develop and maintain the proprietary aspects of our technology to distinguish our services from our competitors’ products and services. To protect our proprietary technology, we rely primarily on a combination of confidentiality procedures, copyright, trademark and patent laws.

We hold a United States patent which expires in 2025. We have a number of additional filings pending, or issued, which cover the technology that is related to the subject of our United States patent. In addition, we are developing a number of new innovations for which we intend to file patent applications. No assurance can be given that any of these patents will afford meaningful protection against a competitor or that any patent application will be issued. Patent applications filed in foreign countries are subject to laws, rules, regulations and procedures that differ from those of the United States, and thus there can be no assurance that foreign patent applications related to United States patents will issue. If these foreign patent applications issue, some foreign countries provide significantly less patent protection than the United States. The status of patents involves complex legal and factual questions and the breadth of claims issued is uncertain. Accordingly, there can be no assurance that our patents, and any patents that may be issued to us in the future, will afford protection against competitors with similar technology. No assurance can be given that patents issued to us will not be infringed upon or designed around by others or that others will not obtain patents that we would need to license or design around. If other companies’ existing or future patents containing broad claims are upheld by the courts, the holders of such patents could require companies, including us, to obtain licenses or else to design around those patents. If we are found to be infringing third-party patents, there can be no assurance that any necessary licenses would be available on reasonable terms, if at all.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our services or obtain and use information that we regard as proprietary. Unauthorized use of our proprietary technology could harm our business. Litigation to protect our intellectual property rights can be costly and time-consuming to prosecute, and there can be no assurance that we will be able to enforce our rights or prevent other parties from developing similar technology or designing around our intellectual property.

Although we believe that our products and services do not and will not infringe upon the patents or violate the proprietary rights of others, it is possible such infringement or violation has occurred or may occur which could have a material adverse effect on our business.

Our business is heavily reliant upon patented and patentable systems and methods used in our facial animation technology and related intellectual property. In the event that products and services we sell are deemed to infringe upon the patents or proprietary rights of others, we could be required to modify our products and services or obtain a license for the manufacture and/or sale of such products and services. In such event, there can be no assurance that we would be able to do so in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do any of the foregoing could have a material adverse effect upon our business. Moreover, there can be no assurance that we will have the financial or other resources necessary to enforce or defend a patent infringement or proprietary rights violation action. Any litigation would also require our management to devote their time and effort to fight it, which would detract from their ability to implement our business plan, and would have a negative impact on our operations. In addition, if our products and services or proposed products and services are deemed to infringe or likely to infringe upon the patents or proprietary rights of others, we could be subject to injunctive relief and, under certain circumstances, become liable for damages, which could also have a material adverse effect on our business.

Our customers are subject to numerous entertainment industry regulations, which could adversely affect the nature and extent of the services we offer as a result of changes in the regulatory or political climate.

Many aspects of the games and film industries are subject to legislation at the federal level concerning graphic violence and sexually explicit material. From time to time, the regulatory entities that have jurisdiction over these industries adopt new or modified regulations or take other actions as a result of their own regulatory processes or as directed by other governmental bodies, including legislative and other authorities. This changing regulatory and political environment could adversely affect the nature and extent of the services we are able to offer.

We may in the future experience competition from film studios and game developers.

Competition in the development of facial animation technology is expected to become more intense. Competitors range from university-based research and development graphics labs to development-stage companies and major domestic and international film studios and game developers. Many of these entities have financial, technical, marketing, sales, distribution and other resources significantly greater than those of our company. There can be no assurance that we can continue to develop our facial animation technology or that present or future competitors will not develop computer-generated animation technologies that render our facial animation technology obsolete or less marketable or that we will be able to introduce new products and product enhancements that are competitive with other products marketed by industry participants.

If we fail to properly identify, negotiate and execute potential business combinations, any merger and acquisition activity may adversely affect the value of your investment.

We may engage in mergers and acquisitions activity to accelerate our growth and market presence, and our growth strategy includes such acquisitions. These transactions may cause you to experience dilution in your equity ownership percentage of our company, and there can be no assurance that we will be able to successfully execute upon these potential acquisitions. These transactions may have a significant impact upon our overall business, management focus and ongoing cash requirements. If we fail to properly identify appropriate strategic targets, to negotiate advantageous financial terms, to retain key personnel from acquired companies, or to properly complete and integrate these operations, our business may be adversely affected.

Our customers are on various payment schedules and our liquidity may be negatively impacted if payment schedules change or customers are slow to pay.

We have negotiated a variety of payment schedules with customers, and there is no standard for payment cycles in our business. These payment schedules are likely to change, and we may not be able to negotiate equally favorable payment schedules in the future. Further, we are vulnerable to delays in payments by customers for services rendered or the uncollectability of accounts receivable. Either of these factors could have a material adverse effect on our liquidity and working capital position. We are subject to credit risks from time to time, particularly in the event that any of our receivables represent sales to a limited number of customers. Failure to properly assess and manage such risks could require us to make accounting adjustments to our revenue recognition policies and our allowance for doubtful accounts.

The value of your investment may be significantly reduced if we cannot fully fund our growth strategy from projected revenue and the proceeds from private placements.

To execute our growth strategy, we expect to need significant further development of both our technology and our marketing infrastructure in existing and new markets. We have not completely identified all of the development and marketing requirements to successfully execute this strategy. If we are unable to generate on our own, the necessary funds for operations and to fully implement the actual required development, marketing and expansion activities, we will be required to seek additional capital to fund these activities, and may not be able to continue as a going concern. In addition, our plans or assumptions with respect to our business, operations and cash flow may materially change or prove to be inaccurate. In this case, we may be required to use part or all of the net proceeds of private placements to fund such expenses and/or seek additional capital. This will depend on a number of factors, including, but not limited to:

the growth, condition and size of the games and film industries;

the rate of growth of customer interest in believable facial animation in their games and films;

the rate of market acceptance and new customer acquisition of our services;

the rate of new product introduction and uptake by customers;

our ability to negotiate favorable pricing and participation terms with customers;

our ability to negotiate favorable payment arrangements with customers; and

our ability to execute against our growth strategy and manage cash effectively.

If we attempt to raise additional capital, it may not be available on acceptable terms, or at all. The failure to obtain required capital would have a material adverse effect on our business. If we issue additional equity securities in the future, you could experience dilution or a reduction in priority of your stock.

Our ability to use net operating loss carryforwards to reduce future years' taxes could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.

Section 382 of the Internal Revenue Code contains rules that limit the ability of a company to use its net operating loss carryforwards in years after an ownership change, which is generally defined as any change in ownership of more than 50% of its stock over a three-year testing period. These rules generally operate by focusing on ownership changes among stockholders owning directly or indirectly 5% or more of the stock of a company and/or any change in ownership arising from a new issuance of stock by the company. If, as a result of future transactions involving our common stock, including purchases or sales of stock by 5% stockholders, we undergo cumulative ownership changes which exceed 50% over the testing period, our ability to use our net operating loss carryforwards would be subject to additional limitations under Section 382.

Generally, if an ownership change occurs, the annual taxable income limitation on the use of net operating loss carryforwards is equal to the product of the applicable long-term tax exempt rate and the value of the company's stock immediately before the ownership change. Depending on the resulting limitation, a portion of our net operating loss carryforwards could expire before we would be able to use them.

As a result of the exchange transaction on March 10, 2010, we are completing a review of our net operating losses incurred by Image Metrics Limited and Image Metrics CA, prior to the exchange transaction. Our inability to fully utilize our net operating losses to offset taxable income generated in the future could have a material and negative impact on our future financial position and results of operations.

Disruption and fluctuations in financial and currency markets could have a negative effect on our business.

Financial markets in the United States, Europe and Asia have been experiencing extreme disruption in recent years, including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Governments have taken unprecedented actions intended to address extreme market conditions that include severely restricted credit and declines in real estate values. While currently these conditions have not impaired our ability to operate our business, there can be no assurance that there will not be a further deterioration in financial markets and confidence in major economies, which can then lead to challenges in the operation of our business. These economic developments affect businesses such as ours in a number of ways. The tightening of credit in financial markets adversely affects the ability of commercial customers to finance purchases and operations and could result in a decrease in orders and spending for our products as well as create supplier disruptions. Economic developments could also reduce future government spending on our products. We are unable to predict the likely duration and severity of the current disruption in financial markets and adverse economic conditions and the effects they will have on our business and financial condition.

Our wholly owned subsidiary, Image Metrics Limited, operates in the United Kingdom and we have several customers that pay us in foreign currencies. Consequently, we are subject to fluctuations in foreign currency exchange rates. Fluctuations in foreign currencies that we make and receive payments in could negatively impact our financial results.

Risks Related to Our Common Stock

Following the effective date of this registration statement, a significant number of shares of common stock will be eligible for sale at the same time as the shares included in this prospectus, which could depress the market price of our common stock.

Following the effective date of this registration statement, 5,689,929 outstanding shares of our common stock, 3,975,397 shares of common stock that may be issued upon conversion of our series A preferred stock, 2,773,519 shares of common stock that may be issued upon exercise of our warrants and 2,342,562 shares of common stock issuable upon conversion of our convertible promissory notes will become eligible for sale in the public market, which could harm the market price of our common stock. Further, as of March 16, 2011, 11,851,637 shares issued in our March 2010 share exchange are eligible to be offered from time to time in the open market pursuant to Rule 144, and these sales may have a depressive effect as well. We are unable to predict the effect that sales of common stock made under Rule 144 or upon the registration of the shares included in this prospectus, or otherwise, may have on the then prevailing market price of our common stock.

There is no active public market for our common stock and an active trading market may not develop.

There is currently no active public market for our common stock. An active trading market may not develop or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares of common stock at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the market value and increase the volatility of your shares of common stock. An inactive market may also impair our ability to raise capital by selling shares of common stock and may impair our ability to acquire other companies or assets by using shares of our common stock as consideration.

Our current management can exert significant influence over us and make decisions that are not in the best interests of all stockholders.

As of June 16, 2011, our executive officers and directors as a group beneficially owned approximately 45.1% of our outstanding shares of common stock and voting preferred stock. As a result, these stockholders will be able to assert significant influence over all matters requiring stockholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our outstanding shares of common stock could have the effect of delaying or preventing a change in control, or otherwise discouraging or preventing a potential acquirer from attempting to obtain control. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock. Moreover, the interests of the owners of this concentration of ownership may not always coincide with our interests or the interests of other stockholders and, accordingly, could cause us to enter into transactions or agreements that we would not otherwise consider.

Our common stock is considered “penny stock” and may be difficult to sell.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be below $5.00 per share and therefore may be designated as a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of our stockholders to sell their shares. In addition, since our common stock is quoted on the OTC Bulletin Board, our stockholders may find it difficult to obtain accurate quotations of our common stock and may find few buyers to purchase the stock or a lack of market makers to support the stock price.

No assurance can be given that our shares of common stock will ever be listed on Nasdaq or another national securities exchange.

Our common stock currently trades in the over-the-counter market and is quoted on the OTC Bulletin Board. When our stock price rises to a level that meets the requirements of the Nasdaq capital market and we meet all other requirements, we intend to apply to list the common stock for trading on the Nasdaq Capital Market. No assurance can be given that we will satisfy the initial listing requirements, or that our shares of common stock will ever be listed on Nasdaq or another national securities exchange.

We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends.

We currently intend to retain our future earnings to support operations and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

We could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights, and provisions in our charter documents and under Nevada corporate law could discourage a takeover that stockholders may consider favorable.

Our articles of incorporation authorize the issuance of up to 20,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company. In addition, advanced notice is required prior to stockholder proposals.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Included in this prospectus are “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Actual results may be materially different than those described in this prospectus. Important factors that could cause our actual results, performance or achievements to differ from these forward-looking statements include the factors described in the “Risk Factors” section and elsewhere in this prospectus.

All forward-looking statements attributable to us are expressly qualified in their entirety by these and other factors. Except as required by federal securities laws, we undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission, or the SEC, to register the shares of our common stock being offered by this prospectus. In addition, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that we file at the SEC’s public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities. The SEC maintains a website, http://www.sec.gov that contains reports, proxy statements and information statements and other information regarding registrants that file electronically with the SEC, including us. Our SEC filings are also available to the public from commercial document retrieval services. Information contained on our website should not be considered part of this prospectus.

You may also request a copy of our filings at no cost by writing or telephoning us at:

Image Metrics, Inc.

1918 Main Street, 2 nd Floor

Santa Monica, California 90405

Attention: Mr. Robert Gehorsam

Chief Executive Officer

Tel: (310) 656-6565

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders who will receive all of the proceeds from the sale of the shares. We will not receive any proceeds from the sale of shares of common stock in this offering, except upon the exercise of outstanding warrants. We could receive up to $13.3 million in cash for the warrant exercise price upon exercise of the warrants held by selling stockholders. We expect to use the proceeds received from the exercise of the warrants, if any, for working capital and general corporate purposes. We will bear all expenses of registration incurred in connection with this offering, but all commissions, selling and other expenses incurred by the selling stockholders to underwriters, agents, brokers and dealers will be borne by them. We estimate that our expenses in connection with the filing of the registration statement of which this prospectus is a part will be approximately $94,000.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are currently quoted and listed for trading on the OTC Bulletin Board under the symbol IMGX.OB. Our symbol prior to the closing of our share exchange transaction on March 10, 2010, was ICLA.OB. No trades, however, were ever made with respect to shares of International Cellular Accessories common stock prior to the share exchange transaction. As a result, there is no high and low bid information for shares of International Cellular Accessories common stock for the two most recent fiscal years.

The following table sets forth the high and low closing prices for our common stock for the periods indicated as reported by the OTC Bulletin Board:

Calendar Quarter	High		Low
2010
Second	$	1.70	$	1.60
Third	$	1.65	$	0.60
Fourth	$	1.20	$	1.00
2011
First	$	1.30	$	0.09
Second (through June 16)	$	0.70	$	0.20

See the cover page of this prospectus for a recent bid price of our common stock as reported by the OTC Bulletin Board.

These bid prices represent prices quoted by broker-dealers on the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

As of June 16, 2011, there were 18,300,081 shares of our common stock outstanding and approximately 170 holders of record of our common stock. However, we believe that there are significantly more beneficial holders of our common stock as many beneficial holders hold their stock in “street name.”

This prospectus covers 14,781,407 shares of our common stock offered for sale by the selling stockholders, which consists of 5,689,929 outstanding shares of common stock, 3,975,397 shares of common stock issuable upon conversion of our series A preferred stock, 2,773,519 shares of common stock issuable upon exercise of our warrants and 2,342,562 shares of common stock issuable upon conversion of all of the current outstanding principal amount of our convertible promissory notes.

Dividend Policy

We do not expect to pay a dividend on our common stock in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors, subject to our articles of incorporation. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors.

Equity Compensation Plan Information

There are 3,979,461 shares of common stock reserved for issuance under our 2009 Share Incentive Plan and 2010 Incentive Compensation Plan. We adopted our 2010 Incentive Compensation Plan on March 10, 2010, and prior to that date, we did not have in place any equity compensation plan. Also, on March 10, 2010, we assumed Image Metrics Limited’s 2009 Share Incentive Plan.

The following table provides information as of June 16, 2011, with respect to the shares of common stock that may be issued under our existing equity compensation plans.

Equity Compensation Plan Information

Plan category	Number of shares of common stock to be issued upon exercise of outstanding options (a)		Weighted-average exercise price of outstanding options(b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		3,674,705	$	0.80		304,756
Equity compensation plans not approved by security holders		-		-		-
Total		3,674,705	$	0.80		304,756

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations for the three and six months ended March 31, 2011 and fiscal years ended September 30, 2010 and 2009 should be read in conjunction with the financial statements and accompanying notes included in this prospectus beginning on page F-1. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors including, but not limited to, those discussed in “Risk Factors” and elsewhere in this prospectus.

Overview

Image Metrics was founded in 2000 and has devoted its efforts to its computer vision based software. Over the past two years, in addition to improving the quality of our animation services and technology-based tools, and continuing to develop next-generation animation products, we have successfully expanded our customer base to include game and entertainment companies such as Activision, Sony, THQ, Electronic Arts and Ubisoft.

Although our traditional business has been providing animation services to the video gaming and film industries, our technology innovation and new product offerings allow us to enter new markets utilizing new business models to achieve higher revenue growth with higher margins than a full service anmation-based business can provide. In particular, we are transforming our business from a services model to a software model, which can be leveraged into the professional, consumer and education markets. Our technology platform can support cost-effective access to many other potential revenue streams, such as computer animated television series (particularly programming for children), the development of real-time businesses in virtual worlds and social networking, and licensing products and services into non-entertainment markets. We have either developed or are in development on at least four technology products to be offered in the markets noted above. Most of these take the form of “middleware” or software based tools that other software developers use to create applications for consumers. We are also developing software applications that can be used by consumers to produce real-time animation.

In March 2011 we launched our principal professional software-as-a-service product, Faceware, into the professional market in March 2011 and have already won customers in the videogame, television and music video markets. The product won a prestigious “Best-in-Show” Award at the 2011 Game Developers Conference, a major trade event. In May 2011 we announced the availability of our first consumer-oriented product, which enables online users to create photo-realistic 3D characters from a single standard digital photograph and integrate that character across a range of third-party games, social networks and communications applications. We expect to launch at least two additional products within the next 12 months. We see particular opportunity in the online games sector, where companies may become customers for multiple Image Metrics products.

Presently, Image Metrics has a relatively small market share. Our management anticipates being able to grow our presence by deepening our relationships with existing customers, developing channel partners to increase our global reach without incurring large up-front expenses, improving the awareness of our technological advantages in the marketplace and continuing to develop software that provides a) significantly competitive returns-on-investment relative to the way animation is created and b) innovative new consumer experiences that are attached to compelling business models. Our revenue was approximately $5.9 million and $3.9 million for the fiscal years ended September 30, 2010 and 2009, respectively, and approximately $1.0 million for the six months ended March 31, 2011.

Our historic revenue has been generated from our services provided to existing video game and film animation businesses only, and does not include our prospects for television, social networks and product licensing.

We have incurred significant operating losses and continue to have negative cash flows. Our ability to continue as a going concern is dependent upon our being able to successfully raise capital through further debt and equity financing.

In the March 2010 private placement, the registration rights provisions provided for the payment of cash liquidated damages by us to investors in the event we failed to cause the registration statement to be filed or declared effective, or to remain effective, in accordance with the foregoing terms. However, the registration rights provisions provided that no liquidated damages would be owed by us for any such registration defaults if we nevertheless used our best efforts in seeking to comply with those provisions, as determined by our board of directors. In June 2010, our board of directors determined that we had used our best efforts to comply with the registration rights provisions, but that (among other factors considered) subsequent and ongoing private financing efforts during the summer of 2010 were inconsistent with the filing of a registration statement with the SEC based on integration and other legal theories, as well as our immediate need to secure working capital. Accordingly, we believe that we have no liability for any cash liquidated damages at this time.

In the private placement that had closings on July 26, August 31 and September 20, 2010, the registration rights provisions did not provide for the payment of cash liquidated damages in the event of registration defaults. The convertible promissory notes issued to Marie-Rose Kahane provided for the same registration rights as those in the private placement that had closings on July 26, August 31 and September 20, 2010.

Revenue Model

In our core business we make money by charging a “per second” fee for each second of animation that is created for each character on the screen. For the same animation dollar, the current generation of our technology platform can create up to ten times the quantity of animation as a human alone. A typical game may have 100 to 200 face/minutes of animation, and a feature film may have 50 to 75 face/minutes of animation. The fees we earn are based on the quality of the finished animation and range from $25 per second up for simple in-game characters, to more than $500 per second for film quality animation. This per second fee model allows us to participate more fully in the value we create for customers.

As we introduce our new product offerings, we expect future revenue to be primarily from software licensing to businesses and consumer products. Additionally, we anticipate generating services revenue in the professional business market connected with the licensing of our Faceware offering. We intend to reduce our reliance on what has been our traditional revenue stream: providing full animation services (including performance capture, performance analysis, “re-targeting” of facial data, character rigging, character modeling and finished animation) charging a “per second” fee for each second of animation that is created for each character on the screen. The traditional model relies on maintaining a staff of professional animators, riggers, modelers and performance capture experts. The software model requires far fewer internal resources to deliver its results, thereby providing higher margins.

We offer Faceware utilizing the “software-as-a-service” model, whereas our customers pay a license fee to utilize our software based animation technology and pay us service fees for processing their animation utilizing our proprietary animation processes.

Image Metrics is still evolving its business model for its newer products, but in all cases will seek to maximize recurring revenues based on premium revenues charged to consumers or per-user fees.

Critical Accounting Policies

The following discussion addresses our most critical accounting policies, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.

We consider certain accounting policies related to revenue recognition, notes payable, and deferred tax assets and liabilities to be critical policies due to the significance of these items to our operating results and the estimation processes and management judgment involved in each.

Revenue Recognition

We derive revenues from the sale of consulting services, model building, character rigging and animation services. The majority of services are sold in multiple-element arrangements. We recognize revenue pursuant to the requirements of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 605, as amended by Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition - Multiple-Deliverable Revenue Arrangements,” when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue is presented net of sales, use and value-added taxes collected on behalf of our customers.

For sales that involve the delivery of multiple elements, we allocate revenue to each undelivered element based on the element’s fair value as determined by vendor-specific objective evidence (“VSOE”), which is the price charged when that element is sold separately, or third party evidence (“TPE”). When VSOE and TPE are unavailable, fair value is based on management’s best estimate of selling price. When management’s estimate is used to determine fair value, management makes its estimates using reasonable and objective evidence to determine the price. For elements not yet sold separately, the fair value is equal to the price established by our management if it is probable that the price will not change before the element is sold separately. We review VSOE, third party evidence, and estimated selling prices at least annually. As we have concluded we are unable to establish fair values for one or more undelivered elements within a multiple-element arrangement using VSOE, we use TPE or our best estimate of the selling price for that unit of accounting, being the price at which the vendor would transact if the unit of accounting were sold by the vendor regularly on a standalone basis.

Accounting for Notes Payable with Equity Instruments

In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either the Monte Carlo Simulation models or the Black-Scholes-Merton model. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of our common stock price based the experience of other entities considered comparable to our company.

Certain of our warrants outstanding contain price protection provisions whereby the exercise price could be adjusted upon certain financing transaction at a lower price per share and therefore are no longer viewed as indexed to our common stock. As a result, the Company accounts for these warrants as a derivative under ASC 815 and recorded them as liabilities under the caption of “Warrant Liability” at fair value. The Company determines the fair value of these instruments through the use of the Monte Carlo Simulation model. In accordance with ASC 480 and 815, any changes to the fair value of these instruments are recorded in interest expense in the consolidated statement of operations.

Deferred Tax Assets and Liabilities

Significant judgment is required in determining our provision for income taxes. We assess the likelihood that our deferred tax asset will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we establish a valuation allowance. We consider future taxable income projections, historical results and ongoing tax planning strategies in assessing the recoverability of deferred tax assets. However, adjustments could be required in the future if we determine that the amount to be realized is less or greater than the amount that we recorded. Such adjustments, if any, could have a material impact on our results of our operations.

We record a valuation allowance to reduce our deferred income tax assets to the amount that is more likely than not to be realized. In evaluating our ability to recover our deferred income tax assets, we consider all available positive and negative evidence, including our operating results, ongoing tax planning and forecasts of future taxable income on a jurisdiction by jurisdiction basis. Our cumulative pre-tax loss in recent years represents sufficient negative evidence for us to determine that the establishment of a full valuation allowance against the deferred tax asset is appropriate. This valuation allowance offsets net deferred tax assets associated with future tax deductions as well as carryforward items. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

Results of Operations

Comparison of three months ended March 31, 2011 and 2010

The following table sets forth key components of our results of operations during the three months ended March 31, 2011 and 2010, both in dollars and as a percentage of our net sales.

	3 months ended March 31,
	2011						2010
	Amount			% of Revenue			Amount			% of Revenue
Revenue	$	435			100	%	$	1,575			100	%
Cost of goods sold (exclusive of depreciation and amortization shown separately below)		(383	)		-88	%		(825	)		-52	%
Gross Profit		52						750

Operating Expenses
Selling & Marketing		(258	)		-59	%		(490	)		-31	%
Research & Development		(433	)		-100	%		(227	)		-14	%
Depreciation and amortization		(29	)		-7	%		(49	)		-3	%
General & Administrative		(1,106	)		-254	%		(1,780	)		-113	%
Total Op Expenses		(1,826	)		-417	%		(2,546	)		-162	%

Operating loss		(1,774	)		-468	%		(1,796	)		-114	%

Interest income (expense)		2,411			554	%		(3,345	)		-212	%
Foreign exchange gain (loss)		52			12	%		(144	)		-9	%
Total other income/(expense)		2,463			566	%		(3,489	)		-222	%

Income (loss) before taxes		689			158	%		(5,285	)		-336	%
Income Taxes		-			0	%		-			0	%
Net income (loss)	$	689			158	%	$	(5,285	)		-336	%

Total revenue for the three months ended March 31, 2011 decreased by 72% to $0.44 million, compared to $1.58 million in the three months ended March 31, 2010. The decrease was primarily the result of our largest customer changing the timing of their next major game release further into fiscal year 2011.

Cost of Revenue, Excluding Depreciation and Amortization

Costs of revenue primarily consist of direct personnel costs incurred to deliver animation services. Costs of revenue, excluding depreciation and amortization, decreased by 54%, or $0.44 million, to $0.38 million for the three months ended March 31, 2011, from $0.82 million for the three months ended March 31, 2010. This decrease was the result of fewer projects being serviced during the three months ended March 31, 2011.

Our profit margin decreased significantly for the three months ended March 31, 2011 to 12% from 48% for the three months ended March 31, 2010. This deterioration is directly attributable to fewer projects being serviced during the three months ended March 31, 2011. The lower amount of projects during the three months ended March 31, 2011 resulted in decreased labor utilization rates and excess capacity variances.

Sales and Marketing

Sales and marketing expenses primarily consist of compensation costs, including incentive compensation, travel expenses, advertising, and other sales and marketing related costs. Sales and marketing expenses decreased 47%, or $0.23 million, to $0.26 million for the three months ended March 31, 2011 from $0.49 million for the three months ended March 31, 2010. The lower expenses were directly attributable to fewer sales personnel.

As a percentage of revenue, sales and marketing expenses for the three months ended March 31, 2011 increased by 28% compared to the three months ended March 31, 2010. The increase compared to revenue is attributable to revenue in the first fiscal quarter of 2011 being significantly lower than the first fiscal quarter of 2010.

Research and Development

Research and development expenses consist primarily of employee-related costs for product research and development. Research and development expenses increased to $0.43 million for the three months ended March 31, 2011 compared to $0.23 million for the three months ended March 31, 2010. The increase was attributable to higher personnel as we continued to expand its R&D efforts on new products. As a percentage of revenue, research and development expenses increased by 86% for the three months ended March 31, 2011 from March 31, 2010. This increase compared to revenue is attributable to revenue in the first fiscal quarter of 2011 being significantly lower than the first fiscal quarter of 2010.

Depreciation and amortization

As a percentage of revenue, depreciation expense increased to 7% for the three months ended March 31, 2011 from 3% for the three months ended March 31, 2010. This increase compared to revenue is attributable to revenue in the first fiscal quarter of 2011 being significantly lower than the first fiscal quarter of 2010.

General and Administrative

General and administrative expenses consist principally of employee-related costs, professional fees and occupancy costs. General and administrative expenses decreased 38% or $0.67 million to $1.11 million for the three months ended March 31, 2011 from $1.78 million for the three months ended March 31, 2010. The majority of the decreased expenses were from decreased legal, accounting and other professional consulting fees of $0.26 million, decreased number of personnel resulting in lower payroll by $0.13 million, decreased rent and other occupancy costs of $0.08 million, and lower travel related expenses of $0.08 million.

Interest Income (Expense)

Interest income and expense is from our notes payable, fair value adjustment for warrant liability and warrants associated with our notes payable. We recorded net interest income for the three months ended March 31, 2011 of $2.41 million compared to interest expense of $3.35 million in the three months ended March 31, 2010. This change was attributable to reduction in the valuation of our warrant liability. The warrants had anti-dilution provisions and are accounted for as a liability until exercised or expired and are marked to market at the end of each reporting period. The warrant liability adjustment to fair market value resulted in interest income of $2.66 million during the three months ended March 31, 2011. Whereas we incurred interest expense associated with warrant liability during the three months ended March 31, 2010 of $2.53 million.

As a result of us defaulting on certain notes payable issued between October 2006 and February 2010, all outstanding amounts related to these notes payable became immediately payable. As such, we have classified all these notes payable as current on our Balance Sheet. These notes continue to accrue interest at 5% per year until paid in full.

Gain (Loss) on Foreign Exchange Transactions

Foreign currency translation was a gain of $0.05 million during the three months ended March 31, 2011 compared to a foreign currency translation loss of $0.14 million during the three months ended March 31, 2010. The variance was the result of fluctuations in the Euro and the British Pound exchange rates for US Dollars.

Comparison of Six Months ended March 31, 2011 and 2010

The following table sets forth key components of our results of operations during the six months ended March 31, 2011 and 2010, both in dollars and as a percentage of our net sales.

	6 months ended March 31,
	2011						2010
	Amount			% of Revenue			Amount			% of Revenue
Revenue	$	985			100	%	$	3,962			100	%
Cost of goods sold (exclusive of depreciation and amortization shown separately below)		(792	)		-80	%		(1,639	)		-41	%
Gross Profit		193						2,323

Operating Expenses
Selling & Marketing		(480	)		-49	%		(843	)		-21	%
Research & Development		(729	)		-74	%		(610	)		-15	%
Depreciation and amortization		(65	)		-7	%		(93	)		-2	%
General & Administrative		(2,292	)		-233	%		(3,835	)		-97	%
Total Op Expenses		(3,566	)		-362	%		(5,381	)		-136	%

Operating loss		(3,373	)		-342	%		(3,058	)		-77	%

Interest income (expense)		1,942			197	%		(3,425	)		-86	%
Foreign exchange gain (loss)		4			0	%		(128	)		-3	%
Total other income/(expense)		1,946			198	%		(3,553	)		-90	%

Income (loss) before taxes		(1,427	)		-145	%		(6,611	)		-167	%
Income Taxes		-			0	%		-			0	%
Net income (loss)	$	(1,427	)		-145	%	$	(6,611	)		-167	%

Total revenue for the six months ended March 31, 2011 decreased by 75% to $0.99 million, compared to $3.97 million in the six months ended March 31, 2010. The decrease was the result of fewer projects and our largest customer changing the timing of their next major game release further into fiscal year 2011.

Cost of Revenue, Excluding Depreciation and Amortization

Costs of revenue primarily consist of direct personnel costs incurred to deliver animation services. Costs of revenue, excluding depreciation and amortization, decreased by 52%, or $0.85 million, to $0.79 million for the six months ended March 31, 2011, from $1.64 million for the six months ended March 31, 2010. This decrease was the result of fewer projects being serviced during the six months ended March 31, 2011.

Our profit margin decreased significantly for the six months ended March 31, 2011 to 20% from 59% for the six months ended March 31, 2010. This deterioration is directly attributable to fewer projects being serviced during the six months ended March 31, 2011. The lower amount of projects during the six months ended March 31, 2011 resulted in decreased labor utilization rates and excess capacity variances.

Sales and Marketing

Sales and marketing expenses primarily consist of compensation costs, including incentive compensation, travel expenses, advertising, and other sales and marketing related costs. Sales and marketing expenses decreased 76%, or $0.36 million, to $0.48 million for the six months ended March 31, 2011 from $0.84 million for the six months ended March 31, 2010. The lower expenses were directly attributable to fewer sales personnel.

As a percentage of revenue, sales and marketing expenses for the six months ended March 31, 2011 increased by 28% compared to the six months ended March 31, 2010. The increase compared to revenue is attributable to revenue in the first six months of 2011 being significantly lower than the first six months of 2010.

Research and Development

Research and development expenses consist primarily of employee-related costs for product research and development. Research and development expenses increased to $0.73 million for the six months ended March 31, 2011 compared to $0.61 million for the six months ended March 31, 2010. The increase was attributable to higher personnel as we continued to expand its R&D efforts on new products. As a percentage of revenue, research and development expenses increased by 59% for the six months ended March 31, 2011 from March 31, 2010. The increase compared to revenue is attributable to revenue in the first six months of 2011 being significantly lower than the first six months of 2010.

Depreciation and amortization

As a percentage of revenue, depreciation expense increased to 7% for the six months ended March 31, 2011 from 2% for the six months ended March 31, 2010. The increase compared to revenue is attributable to revenue in the first six months of 2011 being significantly lower than the first six months of 2010.

General and Administrative

General and administrative expenses consist principally of employee-related costs, professional fees and occupancy costs. General and administrative expenses decreased 40% or $1.54 million to $2.29 million for the six months ended March 31, 2011 from $3.83 million for the six months ended March 31, 2010. The majority of the decreased expenses were from decreased legal, accounting and other professional consulting fees of $0.62 million, decreased number of personnel resulting in lower payroll by $0.29 million, decreased rent and other occupancy costs of $0.22 million, and lower travel related expenses of $0.08 million.

Interest Income (Expense)

Interest income and expense is from our notes payable, fair value adjustment for warrant liability and warrants associated with our notes payable. We recorded net interest income for the six months ended March 31, 2011 of $1.94 million compared to interest expense of $3.43 million in the six months ended March 31, 2010. This decrease was attributable to reduction in the valuation of our warrant liability. The warrants had anti-dilution provisions and are accounted for as a liability until exercised or expired and are marked to market at the end of each reporting period. The warrant liability adjustment to fair market value resulted in net interest income of $2.37 million during the six months ended March 31, 2011. Whereas we incurred interest expense associated with warrant liability during the six months ended March 31, 2010 of $2.53 million.

Gain (Loss) on Foreign Exchange Transactions

Foreign currency translation was a gain of less than $0.01 million during the six months ended March 31, 2011 compared to a foreign currency translation loss of $0.13 million during the six months ended March 31, 2010. The variance was the result of fluctuations in the Euro and the British Pound exchange rates for US Dollars.

Comparison of Fiscal Years ended September 30, 2010 and 2009

The following table sets forth key components of our results of operations during the fiscal years ended September 30, 2010 and 2009, both in dollars and as a percentage of our net sales.

	2010						2009
	Amount			% of Revenue			Amount			% of Revenue
Revenue	$	5,945			100	%	$	3,952			100	%
Cost of Revenue (exclusive of depreciation shown separately below)		(3,075	)		-52	%		(2,965	)		-75	%
Gross Profit		2,870			48	%		987			25	%

Operating Expenses
Selling and Marketing		1,558			26	%		2,706			68	%
Research and Development		1,456			24	%		2,190			55	%
Depreciation		196			3	%		218			6	%
General and Administrative		6,649			112	%		2,785			70	%
Total Operating expenses		9,859			166	%		7,899			200	%

Operating Loss		(6,989	)		-118	%		(6,912	)		-175	%
					0	%					0	%
Interest Expense (net)		(1,760	)		-30	%		(404	)		-10	%
Other Income		(12	)		0	%		-			0	%
Loss on Investment		(729	)		-12	%		-			0	%
Foreign Exchange (Loss) Gain		(164	)		-3	%		537			14	%
Total Other (Expenses) Income		(2,665	)		-45	%		133			3	%

Loss before taxes		(9,654	)		-162	%		(6,779	)		-172	%
Provision for income taxes		-			0	%		-			0	%
Net Loss	$	(9,654	)		-162	%	$	(6,779	)		-172	%

Total revenue for the fiscal year ended September 30, 2010 increased by 50 % at $5.95 million, compared to $3.95 million in the fiscal year ended September 30, 2009. The increase in revenue is the result of our efforts to build brand awareness, identify sales opportunities, and build a broader customer base.

Cost of Revenue, Excluding Depreciation and Amortization

Costs of revenue primarily consist of direct personnel costs incurred to deliver animation services. Costs of revenue, excluding depreciation and amortization, increased by 4%, or $0.11 million, to $3.08 million for the fiscal year ended September 30, 2010, from $2.97 million for the fiscal year ended September 30, 2009. The gross profit improved by 23% to 48% in fiscal year 2010 from 25% in fiscal year 2009. The gross profit improvement was the result of better management of animation service focused labor, including more inefficient scheduling of resources in alignment with customer needs. This improvement was attributable to improved processes on managing our process pipeline and project scheduling, as well as gaining efficiencies when removing the excess capacity from our pipeline.

Sales and Marketing

Sales and marketing expenses primarily consist of compensation costs, including incentive compensation, travel expenses, advertising, and other sales and marketing related costs. Sales and marketing expenses decreased 42%, or $1.15 million, to $1.56 million for the fiscal year ended September 30, 2010 from $2.71 million for the fiscal year ended September 30, 2009. The lower expenses primarily were a result of fewer sales personnel, lower use of consultants and lower incentive compensation.

As a percentage of revenue, sales and marketing expenses for the fiscal year ended September 30, 2010 decreased by 43% compared to the fiscal year ended September 30, 2009. During fiscal year 2009, we spent a significant amount of money on buildings its sales team, its market presence and developing its existing customer base. The expense from fiscal year 2009 had a direct impact on increasing revenue in fiscal year 2010. The increased revenue from direct efforts in fiscal year 2009 in combination with a reduction in sales personnel throughout fiscal year 2010 resulted in lower sales and marketing costs for fiscal year 2010.

Research and Development

Research and development expenses consist primarily of employee-related costs for product research and development. Research and development expenses decreased 34%, or $0.73 million, to $1.46 million for the fiscal year ended September 30, 2010 compared to $2.19 million for the fiscal year ended September 30, 2009. The decreases were attributable to fewer employees and a reduction in incentive compensation for the remaining personnel. As a percentage of revenue, research and development expenses decreased by 31% for the fiscal year ended September 30, 2010 from September 30, 2009. This decrease compared to revenue is a direct result of our continued service revenue growth.

Depreciation

Depreciation expense consists of depreciation of long-lived property and equipment. Depreciation expenses remained materially consistent at approximately $0.20 million for the fiscal year ended September 30, 2010 compared to $0.22 million for the fiscal year ended September 30, 2009.

As a percentage of revenue, depreciation expense decreased to 3% for the fiscal year ended September 30, 2010 from 6% for the fiscal year ended September 30, 2009. This decrease compared to revenue is a direct result of our continued service revenue growth and minimal capital expenditures during the fiscal year ended September 30, 2010.

General and Administrative

General and administrative expenses consist principally of employee-related costs, professional fees and occupancy costs. General and administrative expenses increased 139%, or $3.86 million, for the fiscal year ended September 30, 2010 from $2.79 million for the fiscal year ended September 30, 2009. The majority of the increased expenses were from the increased number of personnel resulting in higher payroll by $1.71 million, professional fees that increased by $1.55 million and were primarily incurred for the March 210 share exchange transaction, debt and equity financing and preparation and review of SEC filings, $0.30 of increased stock compensation for options issued to employees and non-employee directors, and $0.33 million of increased travel expenses.

Interest Income (Expense)

Interest income and expense is from our notes payable , fair value adjustment for warrant liability and warrants associated with our notes payable. We recorded net interest expense for the fiscal year ended September 30, 2010 of $1.76 million compared to interest expense of $0.40 million in the fiscal year ended September 30, 2009. This increase was attributable to the issuance of convertible debt with detachable warrants during the fiscal year 2010. The warrants had anti-dilution provisions and are accounted for as a liability until exercised or expired. The warrant liability resulted in interest expense of $1.2 million during fiscal year 2010. The convertible debt issued in second quarter of fiscal year 2010 had a beneficial conversion feature with a fair value of $0.63 million that was recorded as interest expense. Additionally, net interest expense includes all mark to market adjustments that were incurred during the fiscal year associated with fair value accounting for our outstanding warrants.

As a result of our change in control in March 2010, certain notes payable issued between October 2006 and February 2010 went into default status. All outstanding amounts related to these notes payable became immediately payable. As such, we have classified all these notes payable as current on our Consolidated Balance Sheets. These notes continue to accrue interest at 5% per year until paid in full. The notes mature by their terms between May 2009 and February 2013.

Gain (Loss) on Foreign Exchange Transactions

We had a foreign currency translation loss of $0.16 million during the fiscal year ended September 30, 2010 compared to a gain of $0.54 million during the fiscal year ended September 30, 2009. During the fiscal year ended September 30, 2010, we experienced reduced volatility in the fluctuation of the exchange rates of the European currencies for US dollars and lower amount of transactions in foreign currencies compared to the fiscal year ended September 30, 2009, which resulted in a smaller foreign currency impact in fiscal year 2010 compared to fiscal year 2009.

Comparison of 12 Months Ended September 30, 2009 and 2008

The following table sets forth key components of our results of operations during the 12 months ended September 30, 2009 and 2008, both in actual U.S. dollars and as a percentage of our revenue. Our acquisition of Image Metrics Limited was completed after September 30, 2009. The results of operations below refer only to that of Image Metrics Limited, Image Metrics CA, Inc. (a subsidiary of Image Metrics Limited) and International Cellular Accessories.

	Twelve Months ended September 30,
	2009						2008
	Amount			% of Revenue			Amount			% of Revenue
Revenue
Service revenue		3,952			100.00	%		2,534			60.85	%
Exclusivity revenue		-			0.00	%		1,630			39.15	%
Gross revenue		3,952			100.00	%		4,164			100.00	%
Cost of revenues (exclusive of depreciation shown separately below)		(2,965	)		-75.03	%		(2,247	)		-53.96	%
		987			24.97	%		1,917			46.04	%
Operating expenses
Sales and marketing		(2,706	)		-68.47	%		(2,151	)		-51.66	%
Research and development		(2,190	)		-55.41	%		(2,537	)		-60.93	%
Depreciation and amortization		(218	)		-5.52	%		(314	)		-7.54	%
General and administrative		(2,785	)		-70.47	%		(3,392	)		-82.18	%
Total operating expenses		(7,899	)		-199.87	%		(8,394	)		-202.31	%

Operating loss		(6,912	)		-174.90	%		(6,477	)		-156.27	%

Other income (expense)
Foreign exchange gain		537			13.59	%		811			19.60	%
Interest expense		(404	)		-10.22	%		(609	)		-14.75	%
Total other income		133			3.37	%		202			4.85	%

Loss before taxes		(6,779	)		-171.53	%		(6,275	)		-150.69	%
Provision for income tax benefit		-			0.00	%		74			1.78	%
Net loss		(6,779	)		-171.53	%		(6,201	)		-148.92	%

Revenue

Revenue in fiscal 2009 was comprised solely of service revenue; whereas in fiscal 2008, it was comprised of $1.63 million of exclusivity revenue and $2.53 million of service revenue. Total service revenue increased by 56% year-over-year at $3.95 million in fiscal 2009, compared to $2.53 million in fiscal 2008. The increase was largely the result of increased demand for our services derived from the production requirements of our largest customer. Exclusivity revenues were earned pursuant to a multiyear contract with an exclusivity period ended June 30, 2008.

Our largest single customer accounted for 83% and 78% of total consolidated revenues for the fiscal years ended 2009 and 2008, respectively. Our relationship with the customer is governed by a contract between the two parties which identifies prices for the services to be rendered and payments to be made by the customer to us. The contract expires in February 2011.

Costs of Revenue, excluding depreciation and amortization

Costs of revenue consist of direct personnel costs incurred to deliver animation services. Costs of revenue, excluding depreciation and amortization, increased by 32%, or $0.72 million, to $2.97 million for the fiscal year ended September 30, 2009, from $2.25 million for the year ended September 30, 2008. Cost of revenue increase was the result of an increase in the number of projects and service deliverables. Our profit margin was negatively impacted in fiscal 2009 from the loss of high margin exclusivity revenue.

Sales and Marketing

Sales and marketing expenses primarily consist of compensation costs, including incentive compensation, travel expenses, advertising and other sales and marketing related costs. Sales and marketing expenses increased 26%, or $0.56 million, to $2.71 million for the year ended September 30, 2009 from $2.15 million for the year ended September 30, 2008. As a percentage of revenue, sales and marketing expenses increased by 17% year-over-year. The increases were primarily the result of increasing the sales team personnel, which in turn resulted in an increase in related travel and other associated costs for sales.

Research and Development

Research and development expenses consist primarily of employee related costs for product research and development and department related expenses. Research and development expenses decreased 13.7%, or $0.35 million, to $2.19 million for the year ended September 30, 2009 from $2.54 million for the year ended September 30, 2008. As a percentage of revenue, research and development expenses decreased by 5.5% for the year ended September 30, 2009 from September 30, 2008. During 2009, we transitioned our development function from the United Kingdom to the United States resulting in several positions being open for a substantial portion of the 2009 year. By the end of 2009, all open development positions were filled in the United States.

Depreciation

Depreciation expense consists of depreciation of long-lived property and equipment. Depreciation expenses decreased 31%, to $0.22 million for the year ended September 30, 2009 from $0.31 million for the year ended September 30, 2008. This decrease was a result of certain assets becoming fully depreciated. As a percentage of service revenue, depreciation expense decreased to 6% for the year ended September 30, 2009 from 8% for the year ended September 30, 2008.

General and Administrative

General and administrative expenses consist principally of employee related costs, professional fees and occupancy costs. General and administrative expenses decreased 17.9%, or $0.61 million for the year ended September 30, 2009 compared to the year ended September 30, 2008. Approximately $0.54 million of the decrease was from one-time charges in fiscal 2008 for severance payments and rent reductions resulting from the relocation of customer operations to the United States. The remaining decrease was from the reduction of recruiting fees of $0.32 million. These decreases were partially offset by increased payroll of $0.25 million from hiring new employees to support our projected growth. As a percentage of total revenue, general and administrative expenses decreased by 10% for the year ended September 30, 2009 compared to September 30, 2008.

Interest Expense

Interest expense is from our notes payable. Interest expense for the year ended September 30, 2009 decreased 34% or $0.2 million as compared to $.6 million for the year ended September 30, 2008. This decrease was a result of lower debt balances during the year.

Gain (Loss) on Foreign Exchange Transactions

Foreign currency translation expense decreased $0.3 million to a foreign currency loss of $0.5 million for the year ended September 30, 2009 compared to a $0.8 million foreign currency loss for the year ended September 30, 2008.

Income Tax Expense

We received a government based research tax credit in the United Kingdom in the amount of $0.07 million for the year end September 30, 2008. In fiscal year ended September 30, 2009, we did not qualify for the credit.

Liquidity and Capital Resources

We have continued to finance operations through cash flows from operations, as well as debt and equity transactions. At March 31, 2011, we had $0.89 million in cash.

Net cash used in operating activities for the six months ended March 31, 2011 and 2010 was $3.27 million and $4.34 million, respectively. Our net loss of $1.50 million in the six months ended March 31, 2011, was partially adjusted for stock compensation expense of $0.24 million, increased deferred revenue of $0.18 million and increased other liabilities of $0.18 million. Operating cash flows were negatively impacted by net payments for accounts payable of $0.30 million and noncash interest income of $0.18 million.

We used less than $0.01 million in cash for investing activities for the six months ended March 31, 2011 and used $0.12 million for the three months ended March 31, 2010. The primary purchases for March 31, 2011 consisted of computer equipment and software.

Net cash provided by financing activities was $3.84 million and $4.97 million for the six months ended March 31, 2011 and 2010, respectively. The primary source of cash provided from financing was the issuance of convertible notes for $3.80 million. Additionally we received net proceeds of $0.21 million from the sale Series A preferred stock. Cash inflows were partially offset by $0.15 million of payments on nonconvertible notes and $0.03 million of payments on convertible notes. The net cash provided from financing activities during the six months of 2010, was from the issuance of convertible notes, in the amount of $3.18 million, and $2.92 million received from the sale of Series A preferred stock and warrants. The cash receipts from financing during the six months ended March 31, 2010 were partially offset from payments on nonconvertible notes totaling $0.25 million and $0.4 million of payments on convertible notes.

We have certain convertible notes that are in default. These notes have not had an adverse impact on our ability to secure additional debt or equity financing and we do not anticipate the defaults on these notes to restrict our ability to secure additional financing in the future. The convertible notes accrue interest at 5% per annum, compounded annually. Upon completion of the share exchange transaction on March 10, 2010, these convertible notes entered a default status as a result of the change of ownership. As of March 31, 2011, the principal and accrued interest owed on these loans was $224,000. The noteholders have not taken any steps to accelerate the notes, which mature by their terms between May 2009 and February 2013.

On September 9, 2010, we established a secured convertible loan facility. The facility was initially established for a maximum of $2.60 million. On March 28, 2011, we entered into an amendment to this loan agreement which increased the size of the credit facility to $7.1 million and extended the maturity date to January 31, 2013. Under the amendment, we are required to make payments starting on July 1, 2011 and on the first business day of each month thereafter until paid in full or on the maturity date of the facility. The scheduled payment amount each month equals the total interest accrued on the outstanding principal balance plus $150,000.

Borrowings under the agreement (i) are secured by a first priority lien on all of our assets, including the assets of our principal operating subsidiary, and a cross-guarantee by that subsidiary, (ii) bear interest at 13.5% per annum, and (iii) may be converted at any time and from time to time, at the option of the holder, into shares of our common stock at an exercise price of $1.00 per share.

In the event we fail to repay the promissory notes in full on or before the maturity date, the promissory notes’ interest rate will be increased to 18% per annum.

As of June 16, 2011, we had drawn down $7.00 million under the loan agreement pursuant to a series of convertible promissory notes, which amount matures on January 31, 2013, subject to mandatory prepayment of principal and interest on the earliest maturity date of any subsequent public or private debt financing received by us at any time before maturity. The loan agreement includes affirmative covenants including requirements of us to provide the lender with periodic financial reports and stay in compliance with all laws and governmental regulations and negative covenants including restricting us from incurring any additional indebtedness, restricting us from making any loans, and restricting us from investing in other companies. As of June 16, 2011, we are in compliance with all the covenants. There are no assurances we will not violate these covenants in the future, which could possibly restrict our ability to utilize any unused portion of the facility or could cause the outstanding balance to become due sooner than anticipated. The loans are secured by a first priority security interest in all assets of Image Metrics. Holders of the notes associated with this loan are entitled to receive 7.5% of revenue obtained from the future commercialization of our Facemail offering. The holders are entitled to this revenue share for five years after the initial commercial release of the Facemail offering. The debt is convertible at the option of the holder into common stock of the Company at a conversion price equal to $1.00 per share.

During the third quarter of 2010, we established a $1.50 million credit facility (“Q3 2010 Bridge Loan”). Between May and July 2010, the Company issued $1.50 million in promissory notes under this facility. The payment of the promissory notes and our obligations thereunder are not secured by any collateral. The promissory notes bear interest at 10% per annum and mature at the earlier of February 24, 2011 or such date we complete a private placement of units consisting of one share of our series A convertible preferred stock and a detachable warrant to purchase one-half share of its common stock (an “Offering”); provided that, at any closing of an Offering, not more than 50% of the closing net proceeds will be repaid to any lender before a minimum of $2.50 million in aggregate net proceeds have been raised by us. Upon the Company completing an Offering, the holders of these notes have the option to convert the principal and accrued interest into the Offering at the price of $1.00. In the event we fail to repay the promissory notes in full on or before the maturity date, the promissory notes’ interest rate will be increased to 18% per annum and the promissory notes will be convertible into common stock of the Company at a conversion price of $0.50 per share. We may, at our option, prepay all or any part of the principal of the promissory notes without payment of any premium or penalty. The holders of the notes also received warrants to purchase 450,000 shares of our common stock at $1.50 per share and have expiration dates between May and July 2014.

On February 25, 2011, the holder of $0.35 million of the promissory notes amended the terms of the notes, extending the maturity date to December 25, 2011, increasing the interest rate to 12% per annum, and requiring principal payments of $25,000 per month starting March 25 and each month thereafter until December 25, 2011. Additionally, the holder of these promissory notes will receive warrants to purchase 10,000 shares of common stock each month any amount remains outstanding of the notes. Each warrant shall have terms identical to the warrants issued in connection with the original promissory note, except that they shall expire four years from the date of their respective issuance and shall have an exercise price of $1.00.

As of June 16, 2011, we had $0.65 million in promissory notes outstanding under this credit facility, all of which was held by Saffron Hill Ventures Guernsey LTD. The promissory notes outstanding are accruing interest at 10% per annum until paid in full.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Registration Rights

In the July – December private placements, the registration rights provisions did not provide for the payment of cash liquidated damages in the event of registration defaults. The convertible promissory notes issued to Marie-Rose Kahane provided for the same registration rights as those in the private placement that had closings between July and December 2010.

Cash Requirements

We believe our cash flow from operations and cash on hand is not sufficient to meet our cash needs for the next 12 months. We are actively seeking additional cash resources, including selling equity and seeking additional loans, to meet our expected capital expenditure and working capital needs for the next 12 months. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand or continue our business operations and could harm our overall business prospects.

These conditions indicate a material uncertainty that casts significant doubt about our ability to continue as a going concern. We require additional debt or equity financing to have the necessary funding to continue operations and meet our obligations, and we believe that we will be able to obtain financing. Our financial statements are presented on the basis that we will continue to operate as a going concern company and does not reflect any adjustments to the carrying value of the assets and liabilities due to this uncertainty.

As of March 31, 2011, we had approximately $1.70 million remaining available under our Q4 Secured Convertible Note and had approximately $5.4 million outstanding under the same note, which has a maturity date of January 31, 2013. We are also continuing to raise capital through equity financings.

Foreign Exchange Fluctuations

We are maintaining a market presence in the United Kingdom and throughout Europe. As a result, fluctuations in the values of the currencies in which we generate revenue and incur expenses could adversely impact our results. Fluctuations in currencies relative to the U.S. dollar have affected and will continue to affect period-to-period comparisons of our reported results of operations. For the six month ended March 1, 2011, we had foreign currency transaction gains of less than $0.01 million while we had foreign currency transaction losses of $0.13 million during the six months ended March 31, 2010. The variance was a result of significant fluctuations in the exchange rate between the British pound and the US dollar. As a result of the constantly changing currency exposures and the volatility of currency exchange rates, we may experience foreign currency losses in the future. We cannot predict the effect of exchange rate fluctuations upon future operating results. Although we do not currently undertake hedging transactions, we may choose to hedge a portion of our currency exposure in the future.

Interest Rate Fluctuations

Fluctuation in interest rates could impact our ability to obtain additional debt financing. Historically, we have used external financing to fund operations and fluctuations could have a significant impact on our operating results.

Impact of Recently Issued Accounting Standards

There were not any accounting pronouncements adopted by us or issued during the three months ended March 31, 2011 that had a material effect on the unaudited condensed consolidated financial statements or that are reasonably certain to have a material impact on the unaudited condensed consolidated financial statements in future periods.

BUSINESS

Overview

We are an established provider of technology-based facial animation solutions to the interactive entertainment industry. Using proprietary software and mathematical algorithms that “read” human facial expressions, our technology converts video footage of real-life actors into 3D computer generated animated characters. We believe that our technology provides us with competitive advantages and has been used to create some of the most notable video games, music videos and movies made in the past five years. Examples of our facial animation projects include the 2008 “Grand Theft Auto IV” video game, which generated over $500 million in sales in its first week, the 2009 computer generated aging of Brad Pitt in the feature film “The Curious Case of Benjamin Button,” which won three Oscars including one for achievement in visual effects, the 2009 Black Eyed Peas’ “Boom Boom Pow” music video, which earlier this year won the Grammy Award for best short form music video, and the 2010 “Red Dead Redemption” video game, which sold more than 5 million copies in its first two weeks.

Our key intellectual property is protected by several patents registered in the United States and significant well-documented trade secrets. We are continually updating our software and are prosecuting a roadmap of technology innovations.

Founded in the United Kingdom in October 2000 by scientific professionals with extensive credentials in computer vision, we focused on facial animation. Soon after, we applied that technology to the games market on the Sony Computer Entertainment (London) video game, “The Getaway,” in 2002. Rockstar Games also saw the benefits of our facial animation technology early on, using our services on titles as early as “Manhunt” in 2003. Rockstar has been our largest customer since then and has continued to expand its use of our technology including signing a $5 million license deal in February 2011 to use our Faceware product.

Following our initial game industry success in the United Kingdom, we saw great potential in the larger entertainment industry based in Hollywood, California. We were especially interested in introducing our technology to the film industry, which was pushing (and continues to push) the boundaries of photorealism in computer-generated characters. In 2006, our Santa Monica office was opened. We quickly expanded our customer base, working with film and visual effects (VFX) studios, commercial producers and additional game developers.

Although our traditional business has been providing animation services to the video gaming and film industries, our technology advancements and current product offerings allow us to enter new markets utilizing new business models to achieve higher revenue growth with higher margins than a full service animation-based business can provide. In particular, we are transforming our business from a services model to a software model, which can be leveraged into the professional, consumer and education markets. Our technology platform can support cost-effective access to many other potential revenue streams, such as computer animated television series (particularly programming for children), the development of real-time businesses in virtual worlds and social networking, and licensing products and services into non-entertainment markets. We have either developed or are in development on at least four technology products to be offered in the markets noted above. Most of these take the form of “middleware” or software based tools that other software developers use to create applications for consumers. We are also developing software applications that can be used by consumers to produce real-time animation.

In January 2011, we acquired the assets of Big Stage Inc., a company whose proprietary technology enables online users to create photo-realistic 3D characters from a single photograph and integrate those characters into a wide range of digital content. The acquisition marked a significant step in the creation of our product line for consumer markets.

In March 2011, we launched our principal professional software-as-a-service product, Faceware, into the professional market and have already won customers in the video game, television and music video markets. The product won a prestigious “Best-in-Show” Award at the 2011 Game Developers Conference.

In May 2011, we announced the availability of our first consumer-oriented product, which enables online users to create photo-realistic 3D characters from a single standard digital photograph and integrate that character across a range of third-party games, social networks and communications applications. We expect to launch at least two additional products within the next 12 months. We see particular opportunity in the online games sector, where companies may become customers for multiple Image Metrics products.

We have a strong executive team with broad-based experience in managing and ramping later-stage development companies. The collective expertise of this group encompasses building B2B and B2C enterprises, technology and product development, sales and marketing, financial structuring, mergers and acquisitions, public company management and other requisite professional skills.

Our Chairman of the Board has spent the past 25 years at the forefront of computer graphics, having participated in the design of the technology used in the motion picture “Jurassic Park” and in building the graphics platform used by Nintendo for its video game console. One of our outside directors is the current Chairman of Virgin Group Holdings, the holding company that owns brands such as Virgin Media, Virgin Mobile and Virgin Atlantic. Our Chief Executive Officer has more than 20 years of management experience in the online games and entertainment industries. His management roles include being the President and a director of Forterra Systems, Inc., Senior Vice President, Programming and Production at Viacom's CBS Internet Group, and Senior Vice President for Programming and Production at Sony Online Entertainment.

Target Markets and Customers

Improvements in facial animation technology has increased audience expectations and artistic demands of producers to animate faces realistically and more cost-effectively. The simultaneous improvement in consumer hardware has further expanded the number of platforms upon which our output can be experienced.

In the immediate future, we have two primary target markets: professional animators in computer games and animated films, and software developers in the games and social network markets. These two key B2B markets, dominated by professional graphic artists, continue to perform strongly against a difficult economic environment. Animation is a product differentiator in both industries and is expected to benefit from additional investment over time. Within the professional animation market (our current market), our customers include:

Games:	2K Games	CapCom	MTV Interactive	Ubisoft

	Activision Blizzard, Inc.	Code Masters	Rockstar Games

	Bethesda Game Studios	Electronic Arts, Inc.	Sony Computer Entertainment

Film:	Digital Domain	Sony Pictures Imageworks

	Double Negative	Threshold Entertainment

We own what we consider to be a paradigm-shifting technology in the field of performance-driven facial animation. Traditionally, animation has been done by hand and perceived as very labor intensive; whereas our technology automates part of the process reducing the amount of labor hours and hand animation required to complete high quality, realistic animation. The technology creates highly realistic animated faces, which are otherwise difficult or expensive (or both) to create. The technology is typically used in the production of computer games and high-budget films; however, new applications are expanding the market to include television, advertising and eventually consumer-generated animated content over the Internet (online gaming, social networking and virtual worlds). We estimate that the size of the television market for facial animation is as large as all other current markets combined, and we believe that our technology is well suited to their specific needs. We believe there is also a large opportunity in online interaction (i.e., social networking, virtual worlds and multiplayer games online), although it is difficult to quantify the opportunity in its nascent stages. With our acquisition of automated character creation technologies from our purchase of the assets of Big Stage Inc., we now possess integrated technologies that enable online consumers to create and animate high-quality 3D characters without possessing any technical or even artistic abilities.

Competition

In the professional market, we primarily compete with two legacy methods for creating facial animation: hand animation and facial motion capture. Hand animation requires highly talented artists for long periods of time, is expensive to accomplish and is challenged in creating images which are realistic and believable. Motion capture uses facial markers which capture only part of the facial expressions and emotions. The process is complicated, and we believe that the quality is low and the results are often disappointing. Accordingly, we maintain a competitive advantage through design quality, aesthetic potential, reliability and constant attention to project timeframes and costs.

There are competitive existing technologies in the market, but they generally make minor improvements to efficiency in the traditional methods:

Increases hand animation efficiency: Autodesk’s Face Robot.®

Improves motion capture efficiency: Pendulum’s AlterEgo, MotionBuilder and Vicon’s Diva/Blade.

As we have entered the market, we have found immediate acceptance and a competitive advantage when we demonstrate how easy it is to use our technology. In fact, we believe that as people adopt our software in place of other facial animation methods, the overall use of facial animation will rise, expanding our market further. The ability for an enduser to use our software to produce animation without any training will entice users to expand animation applications into more everyday uses.

There have been, and will continue to be, many attempts to create a directly competing technology. Many companies in the film industry which have attempted to develop their own technology solution, have not been satisfied with their own results, and are now in various stages of discussion with us about adopting our technology platform. Other technological approaches, including motion capture technologies and software based animation programs, have been launched by companies or incubated within the research community, but none that we believe have been able to come close to our technology leverage, efficiency, scalability, or market penetration. To date, we are not aware of any direct competitor or technology that can offer the same value proposition to the customer in any of our current or proposed markets.

In the consumer market, the only competition to our real-time technology is Microsoft, which has demonstrated but not released an enhancement to their Kinect system that produces rudimentary facial movements on low-resolution characters for the xBox system. Our analysis of their technology leads us to believe it is significantly behind Image Metrics in capability.

In the market for “automatic” character creation, competitors include:

Darwin Dimensions LLC – Darwin Dimensions’ Evolver platform enables the creation of 3D avatars from photographs.

Daz3D-Gizmoz, Inc. – Like Darwin Dimensions, this company provides an avatar-creation “workbench” that is more geared towards developers and hobbyists than the online consumer.

Technology and Intellectual Property

Traditionally, animated visual entertainment has relied on frame-by-frame animation or highly invasive “motion-capture” (“mo-cap”) equipment to reproduce human facial movements. Both methods are costly, labor-intensive and in the case of mo-cap, require actors to wear special equipment in purpose-built studios. Our software captures facial details direct from video footage and produces potentially photo-real facial animation with minimal manual intervention, eliminating the need for special equipment and substantially accelerating the entire animation process. Our technology is superior to alternative animation products in three principal respects:

Quality - We capture realism at a far greater degree of fidelity and subtlety than any other method of facial animation.

Speed - Through the use of our patented software technology, we remove a massive amount of the most tedious portions of the animation process, leading to far faster turnaround times. Often 30 seconds of animation takes one animator up to one week, an animator using our software tools and proven process can produce 30 seconds of animation in one day.

Simplicity - Our solutions are incredibly simple to use. No special cameras, no special markers, no specific procedures are required. Traditional motion capture solutions require tracking markers to be glued to the face, or extensive make-up to be used, both of which cause discomfort to the actors themselves.

Adopting our technology can make facial animation immediately faster, better or cheaper for the customer. Our customers choose how to put this technological leverage to work. Some use it to deploy high quality animation, some use it to improve their animation production efficiency, and other customers use the platform to raise the quality of their animation for a specific amount of animator time. Still other customers realize cost savings in their standard quality of animation, versus their past methods.

We are continually updating our software and have built a pipeline of enhancements to the features of our technology. Our next generation platform will materially increase the speed at which a video may be analyzed, further shrinking production time for creators of games and producers of animated films. We also believe that we can efficiently use our existing technology platform and its embedded costs to leverage into new markets such as television and social networking, as most of the fixed costs have already been absorbed by our existing businesses (video gaming and film). We are currently evaluating potential third party partners to help us introduce our technology to these markets and anticipate making initial entry into these markets within the next 24 months.

Products and Services

Our key areas of expertise are model-based analysis, where systems are created to learn about objects as they appear in images, and model-based graphics, where systems are built to learn how to make 3D objects move. To date, most of our images have related to faces, but the range of potential applications is much wider. We have already built a pipeline of facial animation products and have created a software offering. The first of these, Faceware, is offered on a software-as-a-service (SaaS) licensing basis. Other products will also follow a licensing model, but will be based either on per-user fees or revenue-sharing.

Full Service and SaaS Offerings

In a SaaS project, customers manage the creative process in-house and use their animators to execute the animation. We provide the software tools, training and process expertise they need to get the leverage out of our solution. In a full service project, we provide both the animators and the technology to deliver a finished product which is tailored to each customer’s specifications.

Our review of a customer’s needs usually indicates whether they should pursue a full-service or SaaS solution. Generally, customers who want creative control and have qualified animators gravitate towards a SaaS solution, while those who are understaffed or for who artistic direction is less important will choose full-service.

Full service commands higher revenue because of the value-added steps in the process, but overall margin is lower due to the low-margin human component of costs. We have traditionally been heavily full-service focused, and only introduced the SaaS product in 2008. However, we are forecasting the market will rapidly adopt the SaaS product over the coming 24 to 36 months, which will contribute to growing margins.

Software Licensing

Within the past twelve months, we have begun to shift our emphasis to offering customers licenses to use our software, including the recent release of Faceware. Licensing should enable us to quickly access large existing commercial and consumer markets without significant up-front expenditures and start-up time.

Beyond the professional entertainment market, we see untapped potential in online consumer markets. According to independent investment banking firm Avista Partners, there are more than 90 million interactive users in the United States alone, playing multiplayer games, interacting on social networks and working together in virtual worlds.

The common thread between these markets is that the users are fundamentally online to interact with others via an “avatar.” An avatar is a computer user’s representation of himself/herself or alter ego, in the form of a three-dimensional model used in computer games or a two-dimensional picture used on Internet forums or in other communities. Almost every online character has a face, and being able to project realistic facial movement in the world improves intimacy and generates more natural and real interactions. As a result, we believe that users will likely spend longer periods of time online, purchase more goods and services, and their general satisfaction will be enhanced.

We are actively adapting our technology to address this opportunity. Our new real-time technology captures real-time facial movement from any web-cam, and transmits it into these virtual environments. We have identified early development partners in these markets and believe that this product can be first-to-market for applications such as in-world face-to-face interaction, multiplayer gaming, in-world training, virtual video conferencing and in-world conferences and symposia. We estimate we will have a user ready application within the next 24 months.

Customer Contracts

We, generally, perform services on a project-by-project basis and require all work to be documented by a written contractual agreement. Generally, our project contracts are terminable by the customer for any or no reason on 30 days advance notice. If a number of our customers were to exercise cancellation rights, our business and operating results would be materially and adversely affected.

Licensing deals generally follow standard software licensing terms, and provide for support and training provisions. Our Faceware model is based on per-second processing fees, which are typically not paid up-front. Although the majority of our historical contracts, have been cancellable with 30 days notice, our largest customer, Take Two Interactive, has paid for an up-front perpetual license to Faceware valued at $3,500,000 and is not cancellable. The Faceware license was part of contract amendment with Take-Two Interactive signed in May 2011 for a total value of $5,000,000 all of which was previously paid by Take-Two under its previous contract with us.

Highlights of Growth Strategy

After nine years of product development, we believe that our technology has been thoroughly market tested, and since 2009 we have been transitioning our focus to appropriately package and distribute our software products and animation services. We have spent the past 30 months preparing the business to capitalize on our core markets, as well as new market opportunities. We have hired a new senior management team, several independent board members and an industry-experienced advisory board. We have refined the message to our market and started gathering proof points on how to scale our revenue in these markets.

We are preparing to accelerate revenue growth and product development. Our growth strategy includes the following elements:

Continue to penetrate the core film and games markets . We believe it has a greater ability to reach more customers with a software offering compared to a services-only offering. Many of the largest and most prestigious animation companies are reluctant to out-source character animation, as they possess world-class talent internally and are cautious about letting sensitive content leave their premises. Prospects whom were previously unavailable to Image Metrics are now engaged in business discussions about adoption of our Faceware SaaS offering.

Explore opportunities in online consumer interaction, including social networking, multiplayer games and virtual worlds. A portion of the proceeds from our recent private placements are being used to address the potential B2B and B2C markets for our products within the virtual world where companies create communities and attract users to interact through games, chatting and social networking. We believe the revenue potential and scalability from virtual worlds are significant. While this market is in its early stage of development, we believe that a small amount of investment now can position our company to be first-to-market in an exciting and potentially lucrative space. Management believes that there are multiple revenue opportunities, including licensing, revenue-sharing on virtual goods and participation in premium subscriptions

Create partnership programs to accelerate sales. We have received unsolicited interest from third-party service providers in reselling our facial animation products and services. On the professional animation side of the business, traditional animation companies, motion capture services, and audio capture services have had difficulty providing high-quality facial animation at a profit, and we believe that our products will provide them with an additional margin and revenue opportunity. We believe that we can develop revenue-sharing relationships with these companies that are beneficial for both sides. In addition, the games and film businesses are connected to a rich ecosystem of technology companies that we believe would make fitting partners.

Market our products globally. Our historic business assumes only sales from the United States and the United Kingdom, where we have existing operations. A sizable amount of the animation business takes place in other geographic markets, and we intend to expand our sales and marketing efforts to cover continental Europe, Southeast Asia, China, India, Japan and South America. We believe that our expansion will be enabled primarily by entering into reseller and distributor relationships on a worldwide basis, and have begun discussions to accomplish that goal.

Develop the animated television series market. Animated television series represent a potentially rich untapped market for us, possibly doubling our aggregate addressable market. There are many computer graphics applications in the market, with a large number of face/seconds of animation, and there is no current technology solution in the market for facial animation. We believe that our product can be adapted to provide a highly differentiated offering for this market. We plan to develop a channel strategy to enter this market, to engage with partners to identify the specific needs of this market, and to develop the appropriate product for the market.

Introduce new products into all markets. Our technology roadmap includes a variety of new proprietary products that we believe will have immediate uptake in the market, and will raise our average revenue per customer in the future. We also believe that customers will grow to rely on these new products, which will increase switching costs and will increase customer retention over time.

Pursue strategic mergers and acquisitions. While our management team believes that our primary focus is on organic growth is critical, we have engaged from time to time in discussions with other technology companies about potential business combinations. In January 2011, we acquired the assets of Big Stage Inc. to accelerate our entry into consumer technology markets. Our management team has significant experience in mergers and the integration of operating companies, and we believe that strategically appropriate, well-executed acquisitions could create accelerated growth. Our ideal acquisitions would be complementary businesses, assets and technologies that share the same customer target and value proposition. These combinations could raise average customer value, increase the depth of customer relationships and better leverage our investment in developing our sales channels into these markets.

Sales and Marketing

Historically, we have focused on technology development rather than aggressively driving sales.

In 2009 and 2010 we developed a direct sales force to sell animation services primarily into the games market. We believe that this approach is less effective for selling software solutions. While we will maintain a small direct sales force primarily in the US and the UK, we will focus on using a range of channel partners to expand our coverage into the global animation and interactive entertainment markets. This will take several forms:

Using resellers and full-solution providers in the animation market for driving Faceware sales. For example, Image Metrics receives a high volume of inquiries from prospective customers in Russia, which is a burgeoning market for animation. The only plausible way to reach and support these customers is through resellers and solution partners. Image Metrics is in discussion with a number of such companies.

Using inside sales capacity based on our website platform. In March 2011 – coincident with the launch of Faceware 3.0 – we re-designed our website to support direct response, downloading of trial software and online training and seminars. To date we have received over 1,000 inquiries and downloads, and have established systems to qualify and convert these inquiries. We routinely conduct online webinars that offer training and best practices for Faceware, and these typically get 70-100 registrants.

For our upcoming consumer-related technologies, which are targeted more at internet and entertainment software developers we will utilize a small business development team to reach prospects with high user reach. For prospective direct consumer products, we will utilize social media platforms and app stores as distribution channels .

Government Regulation

Our activities currently are not subject to any particular regulation by governmental agencies other than that routinely imposed on corporate businesses. However, a number of our customers and potential customers, such as developers of interactive software games, are in industries where software products containing graphic violence and sexually explicit material are subject to consumer advocacy group opposition, government rating systems and, in certain cases, retailer sales bans. We cannot predict the impact of future regulations on either us or our customers. Currently, we have not had any material impact from any government regulations nor do we anticipate any material impact from any future regulations.

Employees

We had 34 full-time employees as of October 29, 2010, of whom 23 were in product development, operations, and engineering, 5 in sales and marketing, and 6 in general, administrative and executive management. In addition, we make use of a varying number of temporary employees and outsourced services to manage the normal cyclical growth and decline of animation staff requirements. None of these employees are covered by a collective bargaining agreement and our management considers relations with employees and services partners to be good.

Facilities

We lease approximately 8,000 square feet of office space in Santa Monica, California and 2,350 square feet of office space in Manchester, United Kingdom, to house our administrative, marketing and product development activities. We pay $0.04 million per month in rent in Santa Monica, under a lease that expires on March 31, 2014, and $7,000 per month in rent in Manchester, under a lease that expires in November 2012.

Legal Proceedings

We are not involved in any pending or threatened legal proceedings.

MANAGEMENT

Executive Officers and Board of Directors

The names and ages of our directors and executive officers, and their positions, are as follows:

Name	Age	Position

David Rolston, Ph.D.	58	Chairman of the Board

Robert Gehorsam	56	Chief Executive Officer and Director

Ron Ryder	42	Chief Financial Officer

Kevin Walker, Ph.D.	36	Chief Technology Officer and Co-Founder

Ranjeet Bhatia	40	Director

Peter Norris	52	Director

Unless otherwise noted, all of our directors and executive officers joined our company in the same positions that they held in Image Metrics Limited at the closing of our share exchange transaction on March 10, 2010. The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows:

David Rolston, Ph.D., Chairman of the Board, is a computer graphics pioneer, with more than 25 years of experience in the industry. He joined the Board of Image Metrics Limited in March 2008 and became its Chairman in August 2008. He has served as the Chief Executive Officer of SiPort, Inc., since December 2009. Prior to SiPort, he was the Chief Executive Officer of Forterra Systems Inc., a provider of virtual worlds software, and had held this position since June 2005. From 2001 until joining Forterra, he was General Manager and Vice President of Engineering at ATI Technologies. He has also held the positions of Chief Executive Officer of Multigen/Paradigm and General Manager/Director of Marketing at Silicon Graphics. He received a Ph.D. in Computer Science and an M.S.E. degree in Industrial Engineering from Arizona State University, and a B.S.E. degree from Northern Arizona University.

Mr. Rolston’s more than 25 years of experience in computer graphics, academic knowledge and day-to-day operational leadership of other technology growth companies make him well qualified as a member of our board.

Robert Gehorsam, Chief Executive Officer and Director, joined our company in September 2010. Prior to joining our company, Mr. Gehorsam was the President and a member of the board of directors of Forterra Systems, Inc., a provider of virtual worlds software, from June 2005 to January 2010, Chief Executive Officer from July 2004 to May 2005, and Vice President from May 2002 to June 2004. Prior to Forterra, Mr. Gehorsam served as Senior Vice President, Programming and Production at Viacom's CBS Internet Group, where he was responsible for content, creative, production and operations for CBS.com, CBSnews.com and related wholly-owned CBS internet properties, from June 2000 to July 2001. Prior to joining Viacom, he was Senior Vice President for Programming and Production at Sony Online Entertainment from May 1997 to May 2000. In addition to business planning for Sony Online, he was directly responsible for all operations, product acquisition and development, and technology for The Station@sony.com, one of the world's most popular game destinations on the Internet. Mr. Gehorsam received a B.A. degree from Grinnell College.

Mr. Gehorsam brings extensive internet and digital media industry knowledge to the company and a deep background in technology product development, production and management, having worked in executive roles in the industry, making him well qualified as a member of the board.

Ron Ryder, Chief Financial Officer, joined Image Metrics Limited as Chief Financial Officer in May 2009. From October 2006 through May 2009, he was a Principal at Matrix Consulting , a financial consulting firm in Los Angeles. He has advised on technical issues for clients such as Robertson Properties Group, The Walt Disney Company and Celetronix. From January 2005 through July 2006, he served as Chief Financial Officer of Post Logic Studios with a focus on operational management and ERP system implementation. He also served as the Chief Financial Officer of Virgin Studios Group from 1998 until its sale to Accent Media in 2002, and as an entertainment specialist for Ernst & Young from 1995 to 1997. Mr. Ryder is a Certified Public Accountant, and received his B.S. degree from Cal State Northridge.

Kevin Walker, Ph.D., Chief Technology Officer and Co-Founder, co-founded Image Metrics Limited in 2000 and leads the team that invented and continues to develop our core technology. Dr. Walker has published 11 technical white papers since 1997 relating to his work on active appearance models and the use of computer vision in animation, and holds several patents in the field. Dr. Walker received the British Machine Vision Conference Best Poster Prize in 1997. He received his Ph.D. in Computer Vision and Face Recognition and a B.Sc. degree in Computer Science from the University of Manchester, England.

Ranjeet Bhatia, Director, joined the Board of Directors of Image Metrics Limited in 2002. Mr. Bhatia has served as the Managing Director of Saffron Hill Ventures Ltd., a private equity fund, since May 2000. Prior to that, he worked as Senior Investment Advisor to the Chairman of Loot Group of Companies and held various financial positions at Citigroup, DynCorp, Booz Allen & Hamilton, and other companies. He received an M.B.A. degree from UCLA, an M.A. degree from Johns Hopkins University, and a B.A. degree from Occidental College.

Mr. Bhatia has extensive knowledge of capital markets and private equity investing (with a focus on early-stage and growth companies) from experience with Saffron Hill Ventures, making his input valuable to the board’s discussions of our capital markets activities, cash management, liquidity needs and risk analysis. As a director since 2002 and representative of the company’s largest stockholder, Mr. Bhatia leads the board with his own history of innovation and strategic vision for the company.

Peter Norris, Director, who joined our Board of Directors in March 2010, was appointed non-executive Chairman of the Board of Virgin Group Holdings, the holding company that owns brands such as Virgin Media and Virgin Atlantic, in November 2009. Mr. Norris has over 30 years experience in corporate finance and international capital markets, including senior positions as the Chief Executive of investment banking at Barings and Vice President of Investment banking division at Goldman Sachs. In 1995, he founded boutique advisory firm New Boathouse Capital, which he sold to merchant banking firm Quayle Munro in 2007, staying as chief executive of the combined business until his appointment with Virgin Group. Mr. Norris received a degree in Modern History from Oxford University.

Mr. Norris’ experience as an investment banker and non-executive chairman of a major media group, as well as intimate knowledge of the United States-United Kingdom business environment, make him well qualified to be a member of the board. Mr. Norris’ experience as a director of Virgin Group Holdings gives him exposure to the corporate governance practices of a larger company.

All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors, subject to board member designations described below under “Board Composition”. Officers are elected annually by the board of directors and serve at the discretion of the board.

Advisory Board

In addition to our management team, we have established an advisory board with members, experienced in the media and technology industries, to advise and assist us in gaining broad marketplace acceptance and to enhance our marketing capabilities. Our advisory board is expected to meet on a regular basis, and to be available to consult on an as-needed basis, with both management and the board of directors. Under advisory agreements, advisory board members are appointed for two-year terms. Members of the advisory board are reimbursed by us for out-of-pocket expenses incurred in serving on the advisory board; to date, we have not established a formal compensation program for these members. To our knowledge, none of the advisory board members has any conflict of interest between their obligations to us and their obligations to others. The members of our advisory board and their primary professional affiliations are as follows:

Joe Abrams is an entrepreneur with extensive experience in the internet and high-tech industries. Since 2006, Mr. Abrams has acted as a consultant and advisor for numerous companies, including Akeena Solar, the first publicly traded integrator and installer of home and small-business solar panels in the United States. Mr. Abrams currently serves on several private and nonprofit boards, including the board of the Simon Graduate School of Business at the University of Rochester.

In 1999, Mr. Abrams co-founded Intermix, the parent company of the social networking company MySpace.

Herbert Schlosser is a retired veteran media executive who served as Chairman of the Board of Trustees for the American Museum of the Moving Image, and as an advisor to Citigroup on media issues. Previously, Mr. Schlosser had a long and distinguished career at RCA, where he served as President of NBC in the 1970’s and later led RCA’s videodisc business.

Jack Sorensen is an executive in the interactive entertainment business. Mr. Sorensen is currently CEO of Famous Games Manufacturing Company, a social gaming company, which he founded in 2010. Previously, Mr. Sorensen was Executive Vice President of THQ’s worldwide studios from 2001 to 2008, and prior to that served as President of LucasArts, George Lucas’s computer game company from 1991 to 2000.

Board Composition

Through March 10, 2012 (two years after the closing of our share exchange transaction), our board of directors will be composed of five directors. Dr. David Rolston is the Chairman of the Board, he took this position upon the completion of the exchange transaction on March 10, 2010. One director will be nominated by each of Saffron Hill Investors Guernsey Limited (Mr. Bhatia) and Verus International (which is still considering candidates who have relevant business experience), and two additional directors (Peter Norris and one person to be determined). We have agreed that the director nominees will continue to be nominated for election during this period. The composition of our board of directors, and any future audit committee and compensation committee, will be subject to the corporate governance provisions of our primary trading market, including rules relating to the independence of directors.

Board Committees

We currently have an audit committee and, as of June 16, 2011, we have not taken any steps to create a nominations and governance committee. In 2011, our board of directors expects to create such committees, in compliance with established corporate governance requirements. Currently, Dr. Rolston and Mr. Norris are our only “independent” directors, as that term is defined under Nasdaq rules.

Audit Committee . Our audit committee currently has only one member, Dr. Rolston. The functions of this committee include, among other things:

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reviewing and pre-approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

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evaluating the performance of our independent auditors and deciding whether to retain their services;

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reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent auditors and management;

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reviewing and approving related-party transactions;

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reviewing with our independent auditors and management significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the scope, adequacy and effectiveness of our financial controls; and

•

establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters.

Our board of directors has determined that Dr. Rolston qualifies as an audit committee financial expert within the meaning of SEC regulations. In making this determination, our board of directors has considered the nature and scope of Dr. Rolston’s education and business experience. Our board of directors also has determined that meet the independence requirements of Rule 10A-3 of the Exchange Act, subject to the exemptions set forth therein. Both our independent registered public accounting firm and management are expected to periodically meet privately with our audit committee.

Compensation Committee . Our compensation committee consists of Dr. David Rolston and Peter Norris, each of whom is a non-employee member of our board of directors. Dr. Rolston is the chairman of our compensation committee. Our board of directors has determined that each member of our compensation committee meets the requirements for independence under the requirements of the NASDAQ. Our compensation committee is responsible for, among other things:

•

reviewing and approving compensation of our executive officers including annual base salary, annual incentive bonuses, specific goals, equity compensation, employment agreements, severance and change in control arrangements, and any other benefits, compensations or arrangements;

•

reviewing and recommending compensation goals, bonus and option compensation criteria for our employees;

•

reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure required by SEC rules;

•

preparing the compensation committee report required by the SEC to be included in our annual proxy statement; and

•

administering, reviewing and making recommendations with respect to our equity compensation plans.

Nominations and Governance Committee . We plan to establish a nominations and governance committee of the board of directors. The purpose of the nominations and governance committee would be to select, or recommend for our entire board’s selection, the individuals to stand for election as directors at the annual meeting of stockholders and to oversee the selection and composition of committees of our board. The nominations and governance committee’s duties would also include considering the adequacy of our corporate governance and overseeing and approving management continuity planning processes.

Indebtedness of Directors and Executive Officers

None of our directors or executive officers or their respective associates or affiliates is indebted to us.

Family Relationships

Our directors and executive officers do not have any family relationship between each other.

Legal Proceedings

As of the date of this prospectus, there is no material proceeding to which any of our directors, executive officers, affiliates or stockholders is a party adverse to us.

Director Compensation

We intend to pay each non-management director a participation fee for each regular and special meeting of the board of directors attended and to award each such director stock options granted under our incentive compensation plan. Currently, we compensate directors through options granted under our 2010 Incentive Compensation Plan, and in some cases through an annual stipend. Our board of directors will review director compensation annually and adjust it according to then current market conditions and good business practices.

Employment Agreements

We have entered into employment agreements with each of Ron Ryder and Kevin Walker, Ph.D. The employment agreements require each of the executives to devote all of their time and attention during normal business hours to our business as our Chief Financial Officer and Chief Technology Officer, respectively. The employment agreements for Mr. Ryder and Dr. Walker have a term of three years and may be renewed for an additional term of one year upon our and the executive’s mutual agreement, provided the compensation committee of the board of directors provides 90 days written notice of its desire to renew prior to the expiration of the initial term. The employment agreements provide that each of Mr. Ryder and Dr. Walker will receive a fixed annual base salary during the term of the employment agreement. In addition, each executive is entitled to (a) receive a cash bonus in an amount determined by the compensation committee of the board of directors based on our company meeting or exceeding certain mutually agreed-upon performance goals and (b) participate in our incentive compensation plans.

The employment agreements provide for termination of an executive’s employment without any further obligation on our part upon the death or disability of the executive or for cause. In the event that an executive’s employment is terminated without cause or for good reason, we are obligated to pay such executive his salary for the lesser of six months or the remainder of the term. The employment agreements also contain covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination for cause or without good reason, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding our company, (c) soliciting employees, customers and prospective customers of our company during the term of the employment agreement and for a period of one year thereafter, and (d) requiring that all intellectual property developed by the executive and relating to the business of our company constitutes our sole and exclusive property.

Incentive Compensation Plans

In March 2010, we adopted and assumed the Image Metrics Limited 2009 Share Incentive Plan, which was adopted by its board of directors in November 2009. Following is a summary of the material terms of the 2009 Share Incentive Plan.

The purpose of the plan is to allow our employees, directors, consultants and strategic partners to participate in the company’s growth and to generate an increased incentive for these persons to contribute to our future success and prosperity and to focus on our growth. Employees, directors, independent consultants and strategic partners are all eligible to receive awards under the plan. The plan is administered by our board of directors (as successor to Image Metrics Limited). As of June 16, 2011, there were 302,366 shares of common stock issuable upon the exercise of stock options granted under the 2009 Share Incentive Plan, having exercise prices ranging from $0.04 to $2.13 per share.

In March 2010, we also adopted the 2010 Incentive Compensation Plan following the closing of the share exchange transaction. There are a total of 3,677,095 shares of Common Stock available for issuance under the incentive plan. The purpose of the 2010 Incentive Compensation Plan is to enable us to attract, retain and motivate key employees, directors and, on occasion, independent consultants, by providing them with stock options and restricted stock grants. Stock options granted under the incentive compensation plan may be either incentive stock options to employees, as defined in Section 422A of the Internal Revenue Code of 1986, or non-qualified stock options. Our board of directors has the power to determine the terms of any stock options granted under the incentive plan, including the exercise price, the number of shares subject to the stock option and conditions of exercise. Stock options granted under the incentive plan are generally not transferable, vest in installments and are exercisable during the lifetime of the optionee only by such optionee. The exercise price of all incentive stock options granted under the incentive plan must be at least equal to the fair market value of the shares of common stock on the date of the grant. The specific terms of each stock option grant will be reflected in a written stock option agreement. As of June 16, 2011, there were 3,372,339 shares of common stock issuable upon the exercise of stock options granted under the 2010 Incentive Compensation Plan, having exercise prices ranging from $0.12 to $2.02 per share.

Section 16(a) Beneficial Ownership Reporting Compliance

We do not have securities registered under Section 12 of the Exchange Act and, accordingly, our directors, officers and affiliates are not required to file reports under Section 16(a) of the Exchange Act.

Code of Ethics

Our board of directors has adopted a code of ethics, which applies to all our directors, officers and employees. Our code of ethics is intended to comply with the requirements of Item 406 of Regulation S-K.

Our code of ethics is posted on our Internet website at www.image-metrics.com. We will provide our code of ethics in print without charge to any stockholder who makes a written request to Ron Ryder, our Chief Financial Officer, at Image Metrics, Inc., 1918 Main Street, 2 nd Floor, Santa Monica, California 90405. Any waivers of the application, and any amendments to, our code of ethics must be made by our board of directors. Any waivers of, and any amendments to, our code of ethics will be disclosed promptly on our Internet website, www.image-metrics.com.

Executive Compensation

The following table sets forth, for the most recent two fiscal years, all compensation paid, distributed or accrued, including salary and bonus amounts, for services rendered to us by our Chief Executive Officer and three other executive officers in such year who received or are entitled to receive remuneration in excess of $100,000 during the stated period and any individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer at September 30, 2010:

Summary Compensation Table

Name and Principal Position	Fiscal Year	Salary $		Bonus $		Stock Awards $		Option Awards $ (7)		Non-Equity Incentive Plan Compensation $		Nonqualified Deferred Compensation Earnings $		All Other Compensation $		Totals $
Robert Gehorsam,
Chief Executive Officer (1)	2010	7,615		—		—		—		—		—		—		7,615
	2009	—		—		—		—		—		—		—		—

Michael R. Starkenburg,
Former President and	2010		291,923		—		—		645,939		—		—		—		937,862
Chief Executive Officer (2)	2009		264,423		83,000		—		—		—		—		—		347,423

Ron Ryder,	2010		249,231		—		—		121,445		—		—		—		370,676
Chief Financial Officer (3)	2009		73,558		39,000		—		—		—		—		—		112,558

Clifford Chapman,	20010		—		—		—		—		—		—		—		—
Former Chief Executive Officer (4)	2009		—		—		—		—		—		—		—		—

Kevin Walker,	2010		167,058		13,509		—		217,199		—		—		—		397,766
Chief Technology Officer (6)	2009		143,070		—		—		—		—		—		—		143,070

Brian Waddle,	2010		260,308		—		—		161,485		—		—		—		421,793
Executive Vice President (5)	2009		210,596		153,000		—		—		—		—		—		363,596

(1)	Mr. Gehorsam became our Chief Executive Officer on September 10, 2010.

(2)	Mr. Starkenburg resigned as our President and Chief Executive Officer effective September 10, 2010. He had joined our predecessor, Image Metrics Limited, in February 2008.

(3)	Mr. Ryder joined our predecessor, Image Metrics Limited, in May 2009.

(4)	Mr. Chapman resigned as an officer and director of International Cellular Accessories on March 10, 2010.

(5)	Mr. Waddle joined our predecessor, Image Metrics Limited, in October 22, 2008 and resigned effective September 30, 2010.

(6)	Mr. Walker is the founder of our predecessor, Image Metrics Limited..

(7)	The determination of value of option awards is based upon the Black-Scholes Option pricing model, details and assumptions of which are set out in our financial statements. The amounts represent annual amortization of fair value of stock options granted to the named executive officer.

The aggregate amount of benefits in each of the years indicated did not exceed the lesser of $50,000 or 10% of the compensation of any named officer.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes the equity awards outstanding to our executive officers as of September 30, 2010:

Option Awards

Stock Awards

Equity

Incentive Plan

Awards:

Number of

Awards:

Market

Number of

Market or

Number of

Securities

Number of

Value of

Unearned

Payout Value of

Securities

Underlying

Securities

Shares or

Shares, Units

Unearned

Underlying

Unexercised

Underlying

Units of

or Other

Shares, Units or

Unexercised

Unearned

Unexercised

Option

Stock That

Stock that

Rights That

Other Rights

Options (#)

Unearned

Exercise

Expiration

Have Not

That Have

Name

Exercisable

Unexercisable

Options (#)

Price ($)

Date

Vested (#)

Vested ($)

Vested (#)

Not Vested (#)

Robert Gehorsam, CEO

—

Ron Ryder, CFO

224,971

—

0.12

11/28/2019

—

34,313

171,562

1.00

03/09/2020

Director Compensation

The table below summarizes the compensation that we paid to non-management directors for the fiscal years ended September 30, 2010 and 2009.

Name	Fiscal Year	Fees Earned ($)			(A)	Stock Awards ($)	Options Awards ($) (D)	Nonqualified Deferred Compensation Earnings ($)	Other Annual Compensation ($)	Total ($)
David Rolston, Ph.D.,	2010	$	58,403		—	—	92,549	—	—	$	150,952
Chairman of the Board	2009	$	56,016		—	—	—	—	—	$	56,016

Peter Norris, Director	2010	$	-		—	—	76,460	—	—	$	76,460
	2009	$	—		—	—	—	—	—		—

Harry Rubin, Director	2010	$	17,093		—	—	—	—	—	$	17,093
	2009	$	28,008		—	—	—	—	—	$	28,008

Ranjeet Bhatia, Director	2009	—		(C)	—	—	—	—	—		—
	2009	—		(C)	—	—	—	—	—		—

Mika Salmi, Director	2010	$	14,004		—	—	—	—	—	$	14,004
	2009	$	28,008		—	—	—	—	—	$	28,008

Stephen Bellamy, Director	2010	$		(B)	—	—	—	—	—	$
	2009	$	26,543	(B)	—	—	—	—	—	$	26,543

David Landau, Director	2009	—		(C)	—	—	—	—	—		—
	2009	—		(C)	—	—	—	—	—		—

(A)	Amount represents fees earned by the director during the fiscal year.

(B)	Amounts were paid to the employee in British pounds.. For fiscal year 2010 and 2009 amounts were converted to U.S. dollars using an exchange rate of 1.580 and 1.506, respectively, which was the average exchange rate for the respective fiscal year.

(C)	Messrs. Bhatia and Landau did not receive remuneration for providing services to Image Metrics Limited during fiscal years ended September 30, 2010 and 2009.

(D)

The determination of value of option awards is based upon the Black-Scholes Option pricing model, details and assumptions of which are set out in our financial statements. The amounts represents the fair value of stock options granted to the named executive officer that vested during the applicable fiscal year.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the number of shares of our common stock beneficially owned on June 16, 2011, by:

each person who is known by us to beneficially own 5% or more of our common stock,

each of our directors and executive officers, and

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days after the date indicated in the table are deemed beneficially owned by the optionees. Subject to any applicable community property laws, the persons or entities named in the table above have sole voting and investment power with respect to all shares indicated as beneficially owned by them.

Name(1)	Number of Shares Beneficially Owned(2)			Percentage of Shares Beneficially Owned (3)
5% or Greater Stockholder:

Saffron Hill Entities		13,915,722	(4)		41.9	%

Executive Officers and Directors:

David Rolston, Ph.D		391,817	(5)		1.3

Robert Gehorsam		29,167	(9)		*

Ron Ryder		305,034	(6)		1.1	%

Kevin Walker, Ph.D		899,749	(7)		3.1	%

Ranjeet Bhatia		13,915,722	(4)		41.9	%

Peter Norris		36,111	(8)		*

All executive officers and directors as a group (6 persons)		15,577,598			45.1	%

* Less than 1% of outstanding shares of common stock.

(1)

Other than the 5% or greater stockholder listed above, the address of each person is c/o Image Metrics, Inc., 1918 Main Street, 2nd Floor, Santa Monica, California 90405.

(2)

Unless otherwise indicated, includes shares owned by a spouse, minor children and relatives sharing the same home, as well as entities owned or controlled by the named person. Also includes shares if the named person has the right to acquire those shares within 60 days after June 16, 2011, by the exercise or conversion of any warrant, stock option or convertible preferred stock. Unless otherwise noted, shares are owned of record and beneficially by the named person.

(3)

The calculation in this column is based upon 28,880,617 shares of common stock outstanding on June 16, 2011, which assumes the conversion of all 10,580,538 shares of our series A preferred stock into common stock. The shares of common stock underlying warrants,stock options and convertible securities are deemed outstanding for purposes of computing the percentage of the person holding them but are not deemed outstanding for the purpose of computing the percentage of any other person.

(4)

Represents (a) 1,210,089 shares of our common stock held by Saffron Hill Investors Guernsey Limited, (b) 1,497,307 shares of our common stock held by Saffron Hill Ventures Limited Partnership, (c) 1,923,702 shares of our common stock held by Saffron Hill Ventures Limited Partnership II and (d) 962,030 shares of our common stock held by SHIG1 Ltd., which are related entities in which Ranjeet Bhatia is an officer. Also includes 3,975,397 shares of common stock issuable upon the conversion of our series A preferred stock and 4,347,197 shares of common stock issuable upon the exercise of warrants with an exercise price of $1.50. The address of the Saffron Hill entities is 4-5 Park Place, London SW1A 1LP, United Kingdom. Ranjeet Bhatia exercises voting and dispositive power with respect to the shares held by the Saffron Hill entities.

(5)

Represents shares of our common stock issuable to Dr. Rolston upon the exercise of stock options previously granted by Image Metrics Limited under the 2009 Share Incentive Plan and by us under our 2010 incentive compensation plan.

(6)

Represents (a) 80,063 shares of our common stock issuable to Mr. Ryder under currently exercisable stock options granted to him on March 10, 2010, with an exercise price of $1.00 per share and a total grant of 205,875 options, and (b) 224,971 shares of our common stock issuable to Mr. Ryder under currently exercisable stock options granted to him from the 2009 Share Incentive Plan on November 23, 2009, with an exercise price of $0.12 per share and a total grant of 224,971 options.

(7)

Represents (a) 352,720 shares of our common stock, (b) 143,690 shares of our common stock issuable to Dr. Walker under currently exercisable stock options granted to him on March 10, 2010, with an exercise price of $1.00 per share and a total grant of 369,206 options, and (c) 403,339 shares of our common stock issuable to Dr. Walker under currently exercisable stock options granted to him from the 2009 Share Incentive Plan on November 23, 2009, with an exercise price of $0.12 per share and a total grant of 403,339 options.

(8)

Represents shares of our common stock issuable to Mr. Norris upon the exercise of stock options granted by us under our 2010 incentive compensation plan.

(9)

Represents shares of our common stock issuable to Mr. Gehorsam upon the exercise of stock options granted by us under our 2010 incentive compensation plan.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

From March 2009 through September 2009, Image Metrics Limited issued a series of convertible loan notes and other notes in the aggregate principal amount of $2.715 million to Saffron Hill Ventures, our single largest shareholder. These notes provided that they mature one year from issuance or, if earlier, upon the consummation by Image Metrics Limited of a merger, combination or sale of all or substantially all of Image Metrics Limited’s stock or assets. The notes, plus interest of approximately $0.12 million, were converted into Units in our March 2010 private placement on the same terms and conditions as other investors participating in that private placement, except that Saffron Hill Ventures received a separate warrant to purchase one full share of Common Stock per Unit as the lead investor.

From October and December 2009, Verus International provided $1.0 million in interim financing to Image Metrics Limited for its short-term working capital requirements. The interim loans provided that they mature one year from issuance or, if earlier, at the closing of the next financing, are convertible on or prior to the maturity date at the sole option of the lender into units on the same terms and conditions as in our March 2010 private placement, and were funded in equal bi-monthly increments of $250,000. At the closing of our March 2010 private placement, the interim financing was converted as part of that private placement.

In December 2009 and January 2010, Saffron Hill Ventures provided a total of $550,000 in bridge financing to Image Metrics Limited. Saffron Hill Ventures received bridge notes which (i) became due and payable upon the date of the closing of the March 2010 private placement, (ii) bore interest at 10% per annum, with minimum interest payable equal to 4% of the principal amount of the note and default interest of 18% per annum, and (iii) were converted into the March 2010 private placement at a discounted unit price of 80% of the per unit purchase price. The securities received upon the conversion of the bridge notes in the private placement are locked-up for six months. Warrants to purchase a number of shares of our common stock equal to 40% of the principal amount of the bridge note, plus accrued and unpaid interest, were also issued on the maturity date.

On March 10, 2010, we entered into one-year agreements with each of Verus International, Matrix Partners Ltd. and Saffron Hill Ventures, all of which are stockholders, to provide corporate development and corporate finance expertise, as well as ongoing advisory services, to us. Under the agreements, Verus International will receive monthly consulting fees of $10,000 for 18 months, and Matrix Partners and Saffron Hill Ventures will each receive monthly consulting fees of $2,500 for 12 months.

In May 2010, Saffron Hill Ventures provided $650,000 in bridge loans as part of an interim bridge financing. Saffron Hill Ventures’ investment was on the same terms and conditions as other investors participating in the bridge financing. As of May 31, 2011, $650,000 is outstanding to Saffron Hill Ventures in principal and $0.06 million in accrued interest. Through June 16, 2011, we have not made any principal payments on this loan.

Concurrently with the closing of our share exchange transaction in March 2010, we redeemed 8,600,000 shares of our common stock from our former director, Clifford Chapman, and certain other individuals for aggregate consideration of $200 and then cancelled those shares.

On March 21, 2011, as part of the Q4 Secured Convertible Note, Mr. Norris provided $150,000 of loans to us. Mr. Norris’ loan was on the same terms as other lenders participating in the financing. As of June 16, 2011, approximately $7.00 million in principal balance is outstanding under the Q4 Secured Convertible Notes and a total of $0.36 million in accrued interest. Through May 31, 2011, we have not made any principal payments on this loan.

Our board of directors has determined that David Rolston, Ph.D. and Peter Norris are the only members of our board of directors who qualify as “independent” directors under Nasdaq’s definition of independence.

SELLING STOCKHOLDERS

2010 Private Placements

On March 10, 2010, concurrently with the closing of the share exchange transaction, we completed an initial closing of a private placement to selected qualified investors of units consisting of shares of our series A preferred stock and detachable warrants to purchase one-half share of our common stock, at a purchase price of $1.00 per unit. In total, we sold 8,394,098 shares of our series A preferred stock (convertible at any time into a like number of shares of common stock) and warrants to purchase 7,416,220 shares of common stock as part of this initial closing. We received gross proceeds of $8,004,098 in consideration for the sale of the units, which consisted of (i) $4,204,098 from investors in the March 2010 private placement (including $1,560,000 from a bridge financing which converted into the March 2010 private placement), and (ii) $3,800,000 from outstanding convertible loan notes and other loans issued by Image Metrics Limited to Saffron Hill Ventures Ltd. and Verus International Group Ltd. which converted into the March 2010 private placement.

Convertible loan notes and other loans in the aggregate amount of $3,800,000 issued by Image Metrics Limited to Saffron Hill Ventures Ltd. and Verus International Group Ltd. were converted into units on the same terms and conditions as in the March 2010 private placement, except that Saffron Hill Ventures received a separate warrant to purchase one full share of our common stock per unit as the lead investor in the private placement. In order to fund Image Metrics Limited’s working capital and capital expenditures during the offering period, Image Metrics Limited and certain placement agents conducted a bridge financing of $2,000,000 in convertible notes and warrants, of which $1,560,000 was converted into the private placement (at a discount to the unit purchase price) and the balance repaid at the closing. The indebtedness converted into the private placement included accrued interest through the closing.

On March 26, 2010, we completed a second closing of the March 2010 private placement, issuing a total of 925,000 additional units, consisting of 925,000 shares of our series A preferred stock and detachable warrants to purchase 525,000 shares of our common stock. The investment in the second closing was subject to the same terms as the initial closing described above.

The placement agents in the March 2010 private placement, Broadband Capital Management LLC and Joseph Gunnar & Co., LLC, received commissions equal to 10% of the gross proceeds from the sale of the units by it in the March 2010 private placement, plus the issuance of a warrant to purchase 10% of the shares of our common stock underlying the series A preferred stock sold by it in the March 2010 private placement. The placement agent warrants have an exercise price of $1.20 per share, have a cashless exercise provision, have registration rights that are the same as those afforded to investors in the March 2010 private placement and are otherwise identical to the warrants issued to investors in the March 2010 private placement.

On July 27, August 31 and September 20, 2010, we closed three rounds of a private equity offering. We sold 959,438 units, each consisting of one share of our series A convertible preferred stock and a detachable, transferable warrant to purchase common stock at an exercise price of $1.50 per share, for $0.95 million in gross proceeds. The $0.95 million in gross proceeds included the conversion of $0.45 million of notes payable.

Each share of series A convertible preferred stock is initially convertible into one share of common stock at any time. Each warrant entitles the holder to purchase one-half share of common stock at an exercise price of $1.50 per share through March 26, 2014, subject to redemption provisions based on the trading price and trading volume of our common stock.

The units (and the securities therein) issued in the private placement were exempt from registration under Section 4(2) of the Securities Act of 1933 as a sale by an issuer not involving a public offering and under Regulation D promulgated pursuant to the Securities Act of 1933. The units (and the securities therein) were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same.

Q4 Secured Convertible Notes

The loans are secured by a first priority security interest in all assets of Image Metrics. Holders of the notes associated with this loan are entitled to receive 7.5% of revenue obtained from the future commercialization of our Facemail offering. The holders are entitled to this revenue share for five years after the initial commercial release of the Facemail offering. The debt is convertible at the option of the holder into common stock of the Company at a conversion price equal to $1.00 per share.

Selling Stockholder Table

The following table sets forth:

the name of the selling stockholders,

the number of shares of common stock beneficially owned by the selling stockholders as of October 29, 2010,

the maximum number of shares of common stock that may be offered for the account of the selling stockholders under this prospectus, and

the amount and percentage of common stock that would be owned by the selling stockholders after completion of the offering, assuming a sale of all of the common stock that may be offered by this prospectus.

Except as noted above and elsewhere in this prospectus, the selling stockholders have not, within the past three years, had any position, office or other material relationship with us.

None of the selling stockholders is a broker-dealer regulated by the Financial Industry Regulatory Authority, Inc. (Finra) or is an affiliate of such a broker-dealer, except as noted below.

Beneficial ownership is determined under the rules of the SEC. The number of shares beneficially owned by a person includes shares of common stock underlying warrants, stock options and other derivative securities to acquire our common stock held by that person that are currently exercisable or convertible within 60 days after June 16, 2011. The shares issuable under these securities are treated as outstanding for computing the percentage ownership of the person holding these securities, but are not treated as outstanding for the purposes of computing the percentage ownership of any other person.

	Beneficial Ownership Prior to this			Shares Registered in		Following this Offering
Name	Offering (1), (2)			this Offering (2), (3)		Number of Shares (2)		Percent (2)(4)
Saffron Hill Ventures Limited Partnership II		13,915,722	(5)		9,568,525		4,347,197		23.75	%
Paul Allen and Dorothy Babcock Lloyd Joint Living Trust (as trustees)		24,050	(7)		24,050		0		-
Steven E. Levin IRA		24,050	(7)		24,050		0		-
Herbert Weinberg		24,050	(7)		24,050		0		-
Kevin McDowell		60,600	(7)		60,600		0		-
David Yamin		146,200	(7)		146,200		0		-
Stephen Cowan		109,650	(7)		109,650		0		-
Steven D. Glenn		48,100	(7)		48,100		0		-
Michael Pennington		50,000	(7)		50,000		0		-

	Beneficial Ownership Prior to this			Shares Registered in		Following this Offering
Name	Offering (1), (2)			this Offering (2), (3)		Number of Shares (2)		Percent (2)(4)
Steven Levin		12,500	(7)		12,500		0		-
Thomas Hegi		12,500	(7)		12,500		0		-
Timothy Goldberg		50,000	(7)		50,000		0		-
David Foster		25,000	(7)		25,000		0		-
David Berg		12,500	(7)		12,500		0		-
Raouf Radi		12,500	(7)		12,500		0		-
Paul Sokol and Karen Sokol		12,500	(7)		12,500		0		-
James Regan		25,000	(7)		25,000		0		-
Charles Wilkinson		12,500	(7)		12,500		0		-
Steve Zaretsky and Arlene Zaretsky		12,500	(7)		12,500		0		-
Robert Beadle		25,000	(7)		25,000		0		-
Franklin S. Woodbridge Rev. Lvg. Trust (as trustee)		12,500	(7)		12,500		0		-
Randall Clyma		12,500	(7)		12,500		0		-
Dr. Shawn Zimberg		50,000	(7)		50,000		0		-
Stephen Goldner		25,000	(7)		25,000		0		-
Fleming Hansen		12,500	(7)		12,500		0		-
Terry Pope		25,000	(7)		25,000		0		-
Ed Stewart		47,500	(7)		47,500		0		-
Timothy Hanley and Monica Hanley		240,500	(7)		240,500		0		-
Michael Balducci		96,200	(7)		96,200		0		-
Joseph Muoio		24,050	(7)		24,050		0		-
The Young Family Trust (Charles Young, as trustee)		33,550	(7)		33,550		0		-
McLean Bowman		96,200	(7)		96,200		0		-
Donald Zoltan		96,200	(7)		96,200		0		-
Diana C. Terrazas		50,000	(7)		50,000		0		-
Michael J. Attkiss		25,000	(7)		25,000		0		-
C. Edward Davenport		15,600	(7)		15,600		0		-
John Landy		15,600	(7)		15,600		0		-
John L. Troutman		15,600	(7)		15,600		0		-
Genesis Opportunity Fund I, LP (8)		213,600	(7)		213,600		0		-

	Beneficial Ownership Prior to this			Shares Registered in		Following this Offering
Name	Offering (1), (2)			this Offering (2), (3)		Number of Shares (2)		Percent (2)(4)
James Regan, Sr. and James Regan, Jr.		25,000	(7)		25,000		0		-
Eustace Wolfington		25,000	(7)		25,000		0		-
Andrew Frankel		12,500	(7)		12,500		0		-
John S. Durman (NFS FMTC/FBO)		12,500	(7)		12,500		0		-
William Chapman and Douna Chapman		12,500	(7)		12,500		0		-
Larry Lowrance		15,000	(7)		15,000		0		-
Michael Ajzenman		12,500	(7)		12,500		0		-
Michael Davis Insurance Agency, Inc. PSP Michael Page Davis, trustee U/A dated May 1, 1996		12,500	(7)		12,500		0		-
Charles D. White III		12,500	(7)		12,500		0		-
Anthony Sciscione		12,500	(7)		12,500		0		-
Wabasso Partners LLC		25,000	(7)		25,000		0		-
William K. Spry		12,500	(7)		12,500		0		-
Daksha and Kiren Shah		25,000	(7)		25,000		0		-
Ian Bower		25,000	(7)		25,000		0		-
Frank Buck		50,000	(7)		50,000		0		-
David Smith		25,000	(7)		25,000		0		-
Gareth Wyn Derbyshire		25,000	(7)		25,000		0		-
Bernard Questier		81,123	(7)		81,123		0		-
Len Davies		40,555	(7)		40,555		0		-
Richard Mark North		40,548	(7)		40,541		0		-
Reg Armitage		81,055	(7)		81,055		0		-
Michael John Craig		40,521	(7)		40,520		0		-
Gary Whitlie		80,918	(7)		80,918		0		-
Knut Henno		25,000

Image Metrics, Inc. S-1/A