UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K/A





(Mark
One)


þANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
fiscal year ended December 31,
2009


or


 ̈TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the
transition period from ____________ to ________________




Commission
file number 333-123092





IMAGE
METRICS, INC.


(formerly
known and filed as International Cellular Accessories)


(Exact
name of registrant as specified in its charter)








Nevada
              
              20-1719023(State
      or other jurisdiction
                of
      incorporation or organization)
              
              (I
      R S Employer
                Identification
      No.)


1918
Main Street, Santa Monica, California  90405


(Address
of principal executive offices)     (Zip
Code)


(310)
656-6551


(Registrant’s
telephone number, including area code)








(Former
address if changed since last report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes  ̈  No x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such
files).   Yes  ̈  No  ̈  Not
Required x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
(Check one):




Large
      accelerated filer
               ̈
              
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              
              Smaller reporting company
              x




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).   Yes  ̈No x




As of
November 10, 2010, there were 15,869,277 shares of the issuer’s common
stock, par value $0.001 issued and outstanding.












EXPLANATORY
NOTE





This
Amendment No. 2 (this “Amendment”) to the Annual Report on Form 10-K
for the year ended December 31, 2009 of International Cellular Accessories
(now known as Image Metrics, Inc.), filed with the U.S. Securities and Exchange
Commission on February 25, 2010 (the “Form 10-K”), is being filedto include
the statement if there were any changes in internal controls
over financial reporting during the year ended December 31, 2009, which was
properly disclosed in the Form 10-K filed but inadvertently not included in the
Amendment No. 1 to the Annual Report on the Form 10-K, which was filed on
November 3, 2010.   Amendment No. 1 to the Annual Report on the
Form 10-K amended the discussion in Item 9A, Controls and Procedures, in
order to identify material weaknesses identified in the Company’s disclosure
controls and procedures in accordance with Item 307 of Regulation S-K
and its internal control over financial reporting in accordance with Item 308T
of Regulation S-K.  In addition, as required by Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, currently dated certifications by
our principal executive and principal financial officer are filed as exhibits to
the Amendment under Item 15 of Part IV hereof.  This Amendment
supplements but does not replace or amend any other information previously
included in the Form 10-K.


ITEM
9A.[T]  CONTROLS AND PROCEDURES




Evaluation
of Our Disclosure Controls and Internal Controls




We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in our filings under the Securities Exchange Act of
1934 is (1) recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms
and (2) accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
 Under the
supervision and with the participation of our senior management, including our
chief executive officer, Robert Gehorsam and our chief financial officer, Ronald
Ryder, we conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as of the end of the period covered by this annual report
(the “Evaluation Date”). Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are not effective at
December 31, 2009.
  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Exchange Act Rule
13a-15(f)). Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control – Integrated Framework.


Based on
management’s evaluation under the framework in Internal Control—Integrated
Framework, our management concluded that our internal control over financial
reporting was not effective as of December 31, 2009, due to the existence
of significant deficiencies constituting material weaknesses, as described in
greater detail below.  A material weakness is a control deficiency, or
combination of control deficiencies, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.




Material Weaknesses
Identified.In connection with the
preparation of our consolidated financial statements for the fiscal year ended
December 31, 2009, certain significant deficiencies in internal control
became evident to management that represent material weaknesses,
including:




(a)
            Insufficient
      segregation of duties in our finance and accounting functions due to
      limited personnel.  During the fiscal year ended
      December 31, 2009, we had limited staff that performed nearly all
      aspects of our financial reporting process, including, but not limited to,
      access to the underlying accounting records and systems, the ability to
      post and record journal entries and responsibility for the preparation of
      the financial statements.  This created certain incompatible
      duties and a lack of review over the financial reporting process that
      would likely result in a failure to detect errors in spreadsheets,
      calculations or assumptions used to compile the financial statements and
      related disclosures as filed with the SEC.  These control
      deficiencies could result in a material misstatement to our interim or
      annual financial statements that would not be prevented or detected;
      and




(b)
            Our
      company’s accounting personnel did not have sufficient technical
      accounting knowledge relating to financial reporting and related
      disclosure requirements.




Plan for Remediation of
Material Weaknesses.  We will take appropriate and reasonable
steps to make the necessary improvements to remediate these
deficiencies.  We intend to consider the results of our remediation
efforts and related testing as part of our year-end 2010 assessment of the
effectiveness of our internal control over financial reporting.  We
will implement the following remediation measures to address the material
weaknesses described in the Form 10-K.  Such remediation
activities include:




(i)
            We
      will retain a qualified accountant to assist in the preparation of our
      public filings and assist on accounting
matters;




(ii)
            We
      intend to continue to update the documentation of our internal control
      processes, including formal risk assessment of our financial reporting
      processes;







(iii)
            We
      will implement the use of current GAAP checklists and disclosure reporting
      guides;




(iv)
            Our
      accounting department personnel will read quarterly updates on accounting
      guidance, trends, techniques and financial reporting requirements;
      and




(v)
            We
      will retain a qualified law firm with extensive experience and knowledge
      of the SEC’s filing requirements.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report.
 
 Officers’
Certifications
 
 Appearing
as exhibits to this Annual Report are “Certifications” of our Chief Executive
Officer and Chief Financial Officer.  The Certifications are required
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”).  This section of the Annual Report contains
information concerning the Controls Evaluation referred to in the Section 302
Certification.  This information should be read in conjunction with
the Section 302 Certifications for a more complete understanding of the topics
presented.
  Changes
in Internal Control Over Financial Reporting
 
 There
have been no changes in our internal control over financial reporting that
occurred during the year ended December 31, 2009 that have materially affected
or are reasonably likely to materially affect our internal control over
financial reporting.


SIGNATURE
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
  Date:
November 10, 2010
  IMAGE
      METRICS, INC.By:
              /s/ Ron
      RyderRon
      RyderChief
      Financial Officer(Principal
      Financial Officer and Duly Authorized
Officer)