UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
_____________________
 
IMAGE METRICS, INC.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
 
333-123092
 
20-1719023
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
Identification No.)
   

1918 Main Street, 2nd Floor
Santa Monica, California
 
90405
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (310) 656-6551
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
to be so Registered
 
Name of Each Exchange on Which
Each Class is to be Registered
None
 
None

 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box o
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box x
 
Securities Act registration statement file number to which this form relates: Not Applicable
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
Common Stock, par value $0.001 per share
(Title of Class)
 
 
 
 
 
Item 1. Description of Registrant’s Securities to be Registered.
 
The holders of our common stock, par value $0.001 per share are entitled to one vote per share.  The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of legally available funds.  However, the current policy of our board of directors is to retain earnings, if any, for the operation and expansion of our business. Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all our assets which are legally available for distribution, after payment of or provision for all liabilities and the liquidation preference of any outstanding preferred stock.  The holders of common stock have no preemptive, subscription, redemption or conversion rights. All issued and outstanding shares of common stock are, when issued, fully-paid and non-assessable .
 
Item 2. Exhibits.
 
Exhibit No.
Description
   
3.1
Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 24, 2010, and incorporated herein by reference).
   
3.2
Certificate of Amendment to Certificate of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated March 10, 2010, filed with the Securities and Exchange Commission on March 11, 2010, and incorporated herein by reference).
   
3.3
Bylaws (previously filed as Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2011, and incorporated herein by reference).
   
4.1
Specimen Common Stock Certificate
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
IMAGE METRICS, INC.
 
       
DATE: April 15, 2011
By:
/s/ Ron Ryder   
  Name:  Ron Ryder   
  Title: 
Title:Chief Financial Officer
 
       
 
 
 
 
 
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