8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report  (Date of Earliest Event Reported): March 7, 2011

Point.360

(Exact name of registrant as specified in its charter)

California	0-21917	01-0893376
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2777 North Ontario Street Burbank, California		91504
(Address of principal executive offices)		(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03.  CREATION OF A DIRECT FINANCIAL OBILIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On January 14, 2011, the Company entered into a Loan and Security Agreement (the “Agreement”) with Crestmark Bank (“Crestmark”) which provided up to $1 million of credit based on eligible accounts receivable.  On March 7, 2011, the Company and Crestmark entered into Amendment No. 1 to the Loan and Security Agreement pursuant to which amounts available under the Agreement were increased to $3 million.  The Agreement provides that (i) amounts advanced are due upon demand and (ii) interest is calculated at prime rate (currently 3.25%) plus 2%, and a monthly maintenance fee of 0.6% of the amount outstanding under the Agreement. Amounts due under the Agreement are secured by all of the Company’s assets except for real estate securing term and mortgage loans.

9.01. FINANCIAL STATEMENTS AND EXHIBITS.

10.1  Loan and Security Agreement dated January 14, 2011 between the Company andCrestmark Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on January 14, 2011).

10.2  Amended and Restated Promissory Note dated March 7, 2011 of the Company to CrestmarkBank.

10.3  Amendment No. 1 to Schedule to Loan and Security Agreement dated March 7, 2011 between theCompany and Crestmark Bank.

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 hereunto duly authorized.

	Point.360
March 8, 2011	By:	/s/ Alan R. Steel
		Name:  Alan R. Steel
		Title:    Executive Vice President
		Finance and Administration
		Chief Financial Officer

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EX-10.2

EX-10.3