INTERNATIONAL META SYSTEMS INC/DE/
10KSB/A, 1997-04-03
BLANK CHECKS
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                   SECURITIES AND EXCHANGE COMMISSION                         
                       Washington, D.C. 20549


                            FORM 10-KSB/A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 (FEE REQUIRED)
                FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996


                                  or



/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
           EXCHANGE ACT OF 1934 (No Fee Required)
    For the transition period from _______________to________________.


                      COMMISSION FILE NUMBER 0-17945                      
                     INTERNATIONAL META SYSTEMS, INC.
           (Exact name of registrant as specified in its charter)

        DELAWARE                                 33-0146747
 (State or other jurisdiction of              I.R.S. Employer
 incorporation or organization)           Identification Number


        100 N. SEPULVEDA BLVD., SUITE 601, EL SEGUNDO, CA 90245
  Registrant's telephone number, including area code: (310) 524-9300

Securities to be registered pursuant to Section 12(b) of the Act: NONE

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

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 wasrequired to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  YES /X/      NO/ /

Check if there is no disclosure of delinquent filers pursuant to Item 405 of 
Regulation 8-SB not contained in this form and no disclosure will be 
contained to the best of the registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-KSB or any amendment to this Form 10-KSB.  /  /

Registrant's total revenues for the fiscal year ended December 31, 1996: 
$575,075.90.

The number of shares outstanding of the issuer's common stock as of March 
10,1997 was 37,497,100.  The aggregate market value of the 21,279,471 shares 
of the Company's Common Stock held by non-affiliates was approximately 
$37,239,074 as of March 10, 1997.

                                      1


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BOARD OF DIRECTORS






     /s/ George W. Smith
- --------------------------------
  By:  George W. Smith, Director




- --------------------------------
  Masahiro Tsuchiya, Director




     /s/ Martin Albert
- --------------------------------
  By:  Martin Albert, Director




      /s/ Philip Neches
- --------------------------------
  By:  Philip Neches, Director




     /s/ Sigmund Hartmann
- --------------------------------
  By:  Sigmund Hartmann, Director




      /s/ Frank LaChapelle
- --------------------------------
  By:  Frank LaChapelle, Director

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                                EXHIBIT INDEX

Exhibit Number          Description
- --------------          -----------

      13*               Forms 10Q for the quarters ended March 31, 1996, June 
                        30, 1996 and September 30, 1996.

      23                CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, 
                        Singer, Lewak, Greenbaum & Goldstein, LLP, consenting 
                        to the incorporation by reference of financial reports
                        in the Registration Statements of International Meta 
                        Systems, Inc.



*Incorporated by reference.



<PAGE>

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We have issued our report dated February 21, 1997 accompanying the financial 
statements included in the Annual Report of International Meta Systems, Inc. 
on Form 10-KSB for the year ended December 31, 1996. We hereby consent to the 
incorporation by reference of said reports in the Registration Statements of 
International Meta Systems, Inc. on Forms S-8 (File No. 33-75332, effective 
February 11, 1994 and File No. 333-20297, effective January 29, 1997).



/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
- ------------------------------------------
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
March 24, 1997





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