UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

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

For the fiscal year ended June 30, 2008

¨	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 001-33468

POINT.360

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	01-0893376 (I.R.S. Employer Identification No.)
2777 North Ontario Street, Burbank, CA (Address of principal executive offices)	91504 (Zip Code)

Registrant's telephone number, including area code (818) 565-1400

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

Title of each class		Name of each exchange
		on which registered
Common Stock, no par value		Nasdaq Global Market

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

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

Yes x No ¨

Indicate by check mark 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The aggregate market value of the voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (December 31, 2007) was approximately $16 million. As of March 31, 2009, there were 10,225,300 shares of Common Stock outstanding.

EXPLANATORY NOTE

The purpose of this amendment is to include in Item 9A(T) further comments regarding the omission of management’s assessment of the effectiveness of the Company’s internal control over financial reporting in its Form 10-K filed on September 19, 2008 and Form 10-K/A filed on April 10, 2009. Except as otherwise expressly set forth in this amendment, no portion of the Form 10-K filed on September 19, 2008 and Form 10-K/A filed on April 10, 2009 is being amended or updated by this amendment and this amendment does not reflect events that occurred after September 19, 2008.

ITEM 9A(T). CONTROLS AND PROCEDURES

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to management’s belief that a transition period established by rules of the Securities Exchange Commission for newly public companies occurred. The Company was formed in a Spin-off transaction on August 14, 2007, and began trading as a public entity on that date.

In a recent letter commenting on the Company’s Form 10-K for the fiscal year ended June 30, 2008, the SEC stated that management’s assessment of the effectiveness of internal control over financial reporting was required in the Form 10-K because the Company had previously filed a Form 10-K/T for the six months ended June 30, 2007. The Company believes it is not required to include such an assessment until it files its Form 10-K for the fiscal year ending June 30, 2009. Since management did not evaluate the effectiveness of the Company’s internal control over financial reporting using the framework set forth in the report entitled “Internal-Control-Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission (referred to as “COSO”), management had no basis on which to judge the effectiveness of such controls as of June 30, 2008. Therefore, internal controls over financial reporting are not effective.

During the preparation of the June 30, 2008 consolidated financial statements, management discovered an error in the calculation of deferred income tax liability. The resulting adjustment was to reduce the liability and increase invested equity retroactively, which restatement appears elsewhere in the Form 10-K. The Company uses an independent consultant to determine the income tax effects of its operations, including deferred taxes. The clerical error giving rise to the restatement was contained in the detailed analysis prepared by the consultant.

While management believes that sufficient internal controls exist regarding the determination of deferred tax amounts through the use of qualified external consultants, the fact that an error occurred is evidence of a breakdown in such controls. Singer Lewak characterized the error as a material weakness. We have since reviewed existing disclosure controls and checks and balances with our external consultants and Singer Lewak to re-emphasize and reinforce that adequate controls are in place. Specifically, the internal control deficiency has been remediated by an additional review by senior personnel at the Company, the independent consultant and Singer Lewak on a quarterly basis. Other than this change, no change in the Company’s internal control over financial reporting occurred during the Company’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are not effective in ensuring that information required to be disclosed in reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms due to the fact that management did not perform an assessment of internal control over financial reporting.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15 is included in this Form 10-K/A as originally filed together with amended Exhibits 31.1, 31.2, 32.1 and 32.2.

(a) Documents Filed as Part of this Report:

(1, 2) Financial Statements and Schedules.

The following financial documents of Point.360 are filed as part of this report under Item 8:

Consolidated Balance Sheets – December 31, 2006 (restated), June 30, 2007 (restated) and June 30, 2008

Consolidated Statements of Income (Loss) – Fiscal Years Ended December 31, 2005 and 2006 the Six Months Ended June 30, 2006 (unaudited) and 2007 and the Fiscal Year Ended June 30, 2008

Consolidated Statements of Invested and Shareholders’ Equity – Fiscal Years Ended December 31, 2005 (restated) and 2006 (restated), the Six Months Ended June 30, 2007 (restated) and Fiscal Year Ended June 30, 2008

Consolidated Statements of Cash Flows – Fiscal Years Ended December 31, June 30, 2008, 2005, 2006, the Six Months Ended June 30, 2006 (unaudited) and 2007 and the Fiscal Year Ended June 30, 2008

Notes to Consolidated Financial Statements

Schedule II – Valuation and Qualifying Accounts

(3) Exhibits:

Exhibit No.		Exhibit Description*

2.1		Agreement and Plan of Merger and Reorganization, dated as of April 16, 2007, among the Registrant, Old Point.360 and DG FastChannel, Inc. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

2.2		Contribution Agreement, dated as of April 16, 2007, among the Registrant, Old Point.360 and DG FastChannel, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

2.3		First Amendment to Agreement and Plan of Merger and Reorganization, dated as of June 22, 2007, among the Registrant, Old Point.360, and DG FastChannel, Inc. (incorporated by reference to Exhibit 2.3 to Amendment No. 1 to the Registration Statement on Form 10 filed by the Registrant on June 22, 2007)

2.4		First Amendment to Contribution Agreement, dated as of June 22, 2007, among the Registrant, Old Point.360, and DG FastChannel, Inc. (incorporated by reference to Exhibit 2.4 to Amendment No. 1 to the Registration Statement on Form 10 filed by the Registrant on June 22, 2007)

3.1		Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Form 10-K/T filed by the Registrant on November 13, 2007)

3.2		Certificate of Amendment to the Registrant’s Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on August 22, 2007.

3.3		Bylaws of the Registrant (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

4.1	Form of the Registrant’s Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, Registration No. 333-144547, filed by the Registrant on July 13, 2007)

4.2	Form of Rights Agreement between the Registrant and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant on July 26, 2007)

4.3	Form of Certificate of Determination of Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant on July 26, 2007)

4.4	Form of Right Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant on July 26, 2007)

10.1	Form of Noncompetition Agreement between the Registrant and DG FastChannel, Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.2	Form of Post Production Services Agreement between the Registrant and DG FastChannel, Inc. (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.3	Form of Working Capital Reconciliation Agreement among the Registrant, Old Point.360 and DG FastChannel, Inc. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.4	Form of Indemnification and Tax Matters Agreement between the Registrant and DG FastChannel, Inc. (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.5	Severance Agreement, dated September 30, 2003 (assumed by the Registrant), between Old Point.360 and Haig S. Bagerdjian (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.6	Severance Agreement, dated September 30, 2003 (assumed by the Registrant), between Old Point.360 and Alan R. Steel (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.7	2007 Equity Incentive Plan of the Registrant (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registration Statement on Form 10 filed by the Registrant on June 22, 2007)

10.8	Building Lease (1133 Hollywood Way, Burbank Facility), dated June 11, 1998 (assumed by the Registrant), between Old Point.360 and Hollywood Way Office Ventures LLC (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.9	Standard Industrial / Commercial Single – Tenant Lease – Net (712 N. Seward St., Los Angeles facility), dated January 24, 1997 (assumed by the Registrant), between Old Point.360 and Richard Hourizadeh, as amended in July 2002 (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.10	Standard Industrial / Commercial Multi-Tenant Lease-Net (West Los Angeles facility), dated March 17, 2004 (assumed by the Registrant), between Old Point.360 and Martin Shephard, as co-Trustee of the Shephard Family Trust of 1988 (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form 10 filed by the Registrant on June 22, 2007)

10.11	Standard Industrial Lease – Net (Highland facility), dated April 3, 1989 (assumed by the Registrant), between Old Point.360 and Leon Vahn FBO for Leon Vahn Living Trust, as amended (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form 10 filed by the Registrant on June 22, 2007)

10.12	Standard Industrial / Commercial Multi-Tenant Lease –Net (IVC facility), dated March 1, 2002 (assumed by the Registrant), between Old Point.360 and 2777 LLC, as amended (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registration Statement on Form 10 filed by the Registrant on June 22, 2007)

10.13	Lease Agreement (Media Center) dated March 29, 2006 (assumed by the Registrant), between Old Point.360 and LEAFS Properties, LP (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registration Statement on Form 10 filed by the Registrant on June 22, 2007)

10.14	Asset Purchase Agreement, dated as of March 7, 2007 (assumed by the Registrant), among Old Point.360, Eden FX, Mark Miller, and John Gross (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

10.15	Standard Loan Agreement dated August 7, 2007 between the Registrant and Bank of America N.A. (incorporated by reference to Exhibit 10.15 to the Form 10-K/T filed by the Registrant on November 13, 2007)

10.16	Promissory Note dated December 30, 2005 (assumed by the Registrant), between General Electric Capital Corporation and Old Point.360 (incorporated by reference to Exhibit 10.16 to the Form 10-K/T filed by the Registrant on November 13, 2007)

10.17	Promissory Note dated March 30, 2007 (assumed by the Registrant), between General Electric Capital Corporation and Old Point.360 (incorporated by reference to Exhibit 10.17 to the Form 10-K/T filed by the Registrant on November 13, 2007)

10.18	Transfer and Assumption Agreement dated August 8, 2007 between the Registrant and Old Point.360 (incorporated by reference to Exhibit 10.18 to the Form 10-K/T filed by the Registrant on November 13, 2007)

10.19	Sale, Purchase and Escrow Agreement (1133 Hollywood Way, Burbank Facility) dated May 19, 2008 among Point.360, Hollywood Way Office Ventures, LLC and Commonwealth Land Title Insurance Company (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the company on July 7, 2008)

10.20	Promissory Note dated July 1, 2008 between Point.360 and Lehman Brothers Bank FSB (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on July 7, 2008)

10.21	Settlement Agreement and Release (712 N. Seaward St., Los Angeles facility) dated June 19, 2008 among Point.360, Richard Hourizadeh, Vida Hourizadeh and Travira Trust

21.1	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form 10 filed by the Registrant on May 14, 2007)

23.1	Consent of Singer Lewak LLP (incorporated by reference to Exhibit 23.1 to the Form 10-K/A filed by the Registrant on April 10, 2009)

31.1	Certification of Chief Executive Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **

31.2	Certification of Chief Financial Officer Pursuant to 15 U.S.C. § 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

*	Prior to August 21, 2007, Point.360 was named New 360. On August 21, 2007, New 360 changed its name to Point.360. In this Exhibit Index, Point.360 (including New 360 for the period prior to August 21, 2007) is referred to as the “Registrant.”

References in this Exhibit Index to “Old Point.360” are intended to refer to the Registrant’s former parent corporation, named Point.360, which was merged into DG FastChannel, Inc. on August 14, 2007, with DG FastChannel, Inc. continuing in existence as the surviving corporation.

**	Filed with this Form 10-K/A

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: June 9, 2009

	Point.360
	By:	/s/ Alan R. Steel
		Alan R. Steel Executive Vice President, Finance and Administration and Chief Financial Officer (duly authorized officer and principal financial officer)