Pni Digital Media 20F 2009 Annual report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

£ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

T          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
             EXCHANGE ACT OF 1934
             For the fiscal year ended September 30, 2009

£          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
             EXCHANGE ACT OF 1934
             For the transition period from _______________ to _______________

£          SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
             EXCHANGE ACT OF 1934
             Date of event requiring this shell company report _______________

Commission file number 0-30148

PNI DIGITAL MEDIA INC
(Exact name of Registrant specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

BRITISH COLUMBIA, CANADA
(Jurisdiction of incorporation or organization)

590 - 425 Carrall Street
Vancouver, British Columbia, Canada V6B 6E3
(Address of principal executive offices)

Simon Bodymore, 604 893 8955, sbodymore@pnimedia.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each Class
None

Name of each exchange on which registered
Not applicable

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

Common Shares without Par Value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of business of the period covered by the annual report.

33,464,432 Common Shares Without Par Value
(See item 3.A below)

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

Yes £ No T

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Yes £ No T

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

Yes T No £

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer£ Accelerated Filer£ Non Accelerated FilerT

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP£

International Financial Reporting Standards as issued
by the International Accounting Standards Board£

OtherT

If "Other" has been checked in response to the previous question, Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17£ Item 18T

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act):

Yes T No £

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

(End of Cover Page)

TABLE OF CONTENTS

		Page
PART I			2
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		2
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		2
	ITEM 3. KEY INFORMATION		2
	ITEM 4. INFORMATION ON THE COMPANY		17
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		32
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		48
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		56
	ITEM 8. FINANCIAL INFORMATION		58
	ITEM 9. THE OFFER AND LISTING		59
	ITEM 10. ADDITIONAL INFORMATION		61
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		66
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		70
PART II			71
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		71
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		71
	ITEM 15. CONTROLS AND PROCEDURES		71
	ITEM 16. [RESERVED]		73
	ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT		73
	ITEM 16B. CODE OF ETHICS		73
	ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES		74
	ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		75
	ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		75
PART III			76
	ITEM 17. FINANCIAL STATEMENTS		76
	ITEM 18. FINANCIAL STATEMENTS		76
	ITEM 19. EXHIBITS		76

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A.Selected financial data

The following table summarizes certain selected consolidated financial data for each of the five financial years ended September 30, 2009. The selected financial data set forth below with respect to our consolidated statements of operations for each of the three financial years in the period ended September 30, 2009 and with respect to the consolidated balance sheets as at September 30, 2009 and 2008, are derived from our audited consolidated financial statements included elsewhere in this annual report. With the exceptions of weighted average number of shares and basic diluted net loss per common share data, consolidated statements of operations data for the years ended September 30, 2006 and 2005, and consolidated balance sheet data as at September 30, 2007, 2006 and 2005, have been derived from our consolidated financial statements that have not been included in this annual report. Weighted average number of common shares and basic diluted net loss per common share data have been adjusted to reflect the consolidation of our common shares on a one-new-common-share-for-10-old-common-shares basis on November 2, 2006, applied retroactively.

Readers should read the following selected financial data in conjunction with our consolidated financial statements and the notes thereto appearing in this annual report. The consolidated financial statements were prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"). Readers are referred to Note 23 in the accompanying September 30, 2009 consolidated financial statements for a quantitative and qualitative reconciliation of the measurement differences between Canadian GAAP and generally accepted accounting principles in the United States ("US GAAP"), as it relates to us.

The data is expressed in Canadian dollars ("CDN$"), unless otherwise described. We refer readers to "Currency and Exchange Rates" below for a history of exchange rates between the Canadian dollar and the U.S. dollar.

Selected Financial Data:

Under Canadian GAAP	For the years ended September 30th
Item	2009	2008	2007	2006	2005
Revenue	$24,446,569	$17,049,587	$7,511,328	$4,075,151	$2,116,503
Loss from operations	($1,902,296)	($8,153,568)	($4,747,488)	($2,628,867)	($3,163,950)
Net loss for the year	($1,769,666)	($8,717,026)	($6,072,236)	($2,632,301)	($3,147,967)
Comprehensive loss	($2,422,327)	($9,063,990)	($6,881,805)	($2,632,301)	($3,147,967)
Basic and fully diluted net loss per common share	($0.05)	($0.26)	($0.20)	($0.12)	($0.18)
Total assets	$21,136,975	$20,623,453	$25,758,619	$4,883,304	$1,608,252
Net assets (liabilities)	$10,192,534	$10,263,657	$17,611,126	$3,434,762	$282,009
Capital Stock	$66,017,456	$65,614,347	$65,293,214	$49,115,790	$43,625,343
Weighted average number of Common Shares⁽¹⁾	33,610,843	33,383,866	29,877,739	22,804,712	17,868,286
Common shares issued and outstanding⁽¹⁾	34,243,182	33,464,432	33,315,536	26,048,359	20,351,484
Long term obligations and redeemable preferred stock	176,056	Nil	Nil	Nil	Nil
Cash dividends declared per common share	Nil	Nil	Nil	Nil	Nil

(1) See Item 3.A.

The above selected financial data in accordance with U.S. GAAP is indicated below:

	For the years ended September 30th
Item	2009	2008	2007	2006	2005
Revenue	$24,446,569	$17,049,587	$7,511,328	$4,075,151	$2,116,503
Loss from operations	($1,957,373)	($9,240,145)	($4,747,488)	($2,628,867)	($3,163,950)
Net loss for the year	($1,747,135)	($4,045,820)	($5,804,147)	($2,632,301)	($3,139,367)
Comprehensive loss	($2,399,796)	($4,392,784)	($6,613,716)	($2,632,301)	($3,139,367)
Basic and diluted net loss per common share	($0.05)	($0.12)	($0.19)	($0.12)	($0.18)
Total assets	$27,648,038	$27,134,516	$32,269,682	$11,394,367	$8,119,315
Net assets (liabilities)	$16,703,597	$16,752,189	$19,428,452	$9,945,825	$6,793,072
Capital Stock	$65,909,296	$65,506,187	$65,185,054	$49,007,630	$43,517,183
Weighted average number of common shares outstanding⁽¹⁾	33,610,843	33,383,866	29,877,739	22,804,712	17,868,286
Common shares issued and outstanding⁽¹⁾	34,243,182	33,464,432	33,315,536	26,048,359	20,351,484
Long term obligations and redeemable preferred stock	176,056	Nil	Nil	Nil	Nil
Cash dividends declared per common share	Nil	Nil	Nil	Nil	Nil

(1) See Item 3. A.

Currency and Exchange Rates

All dollar amounts set forth in this annual report are in Canadian dollars, unless we indicate otherwise.

The rate of exchange for the U.S. dollar, expressed in Canadian dollars, as of March 12, 2010, was $1.0187, based on the noon buying rate as published by the Bank of Canada:

The following table sets forth the high and low exchange rates for each month during the previous six months, based on the noon buying rate as published by the Bank of Canada:

Previous Six Months

	September 2009	October 2009	November 2009	December 2009	January 2010	February 2010
High Rate	1.1065	1.0845	1.0865	1.0713	1.0657	1.0734
Low Rate	1.0613	1.0292	1.0416	1.0405	1.0251	1.0420

The following table sets forth:

the rates of exchange for the U.S. dollar, expressed in Canadian dollars, in effect at the end of each of the periods indicated;

the average of the exchange rates in effect on the last day of each month during such periods; and

the high and low exchange rate during such periods, in each case based on the noon buying rate as published by the Bank of Canada.

Years ending September 30

	2009	2008	2007	2006	2005
Rate at end of Period	1.0722	1.0382	0.9929	1.1142	1.1713
Average Rate During Period	1.1804	1.0090	1.1143	1.1435	1.2235
High Rate	1.3000	1.0819	1.1873	1.1975	1.2755
Low Rate	1.0609	0.9057	0.9914	1.0926	1.1620

B.Capitalization And Indebtedness

Not applicable.

C.Reasons for the offer and use of proceeds

Not applicable.

D.Risk Factors

Our business operations and our securities are subject to a number of substantial risks, including those described below. Any person who is not in a position to lose the entire amount of any investment should not invest in our securities. You should carefully consider the risks described below and the other information in this Annual Report on Form 20F before investing in our common shares. The risks and uncertainties described below are not the only ones we may face. Additional risks and uncertainties that we are unaware of, or that we currently deem to be immaterial, may also become important factors that affect us. If any of these or other risks actually occur, our business, financial condition and operating results, as well as the trading price or value of our securities could be materially and adversely affected.

Risks Relating to the Business

The Following Risks Relate to Our Business Operations

In the past we have relied on the proceeds of financings to fund our operations. In the past, we had negative cash flows from operations, including up to the year ended September 30, 2008. Currently we have a positive cash flow from operations for the year ended September 30, 2009 and while we believe we will generate sufficient cash flow to meet our expected cash requirements for fiscal 2010, if we are unable to continue to generate positive cash flow from operations or continue to raise funds, we may be required to limit or curtail operations in the future.

Since inception we have operated at a loss and, at September 30, 2009, had an accumulated deficit of Cdn$72,536,814 and a working capital deficiency of Cdn$1,129,741. The successful implementation of our business strategy depends on numerous factors including economic, competitive and other conditions and uncertainties, the ability to hire and retain qualified personnel, the ability to obtain financing for continued development and commercialization of our products. Adverse economic or competitive conditions or the failure to hire and retain qualified personnel or obtain financing if required could affect our operations in the future.

Although for the year ended September 30, 2009 we recorded an operating loss, we are currently generating sufficient revenues to cover our operating expenses. However, if our revenue growth slows or declines and our expenses do not slow or decline at an equal or greater rate we may be unable to continue to generate positive cash flows. If we are unable to generate positive cash flow from operations or raise the funds necessary to continue existing operations, we may be required to either limit or curtail operations.

As of September 30, 2009, we had cash and cash equivalents of approximately Cdn$4,237,284 The cash available, along with anticipated positive cash flow from operations are expected to meet our requirements for fiscal 2010. See "Item 5 - Operating and Financial Review and Prospects - B. Liquidity and Capital Resources".

Our business has traditionally been primarily focused on the Canadian marketplace. However, as we enter the United States, the United Kingdom and other jurisdictions and should our product set be accepted, we could have significant exposure to foreign exchange rates, which may adversely impact our business.

Until 2007 we had been focused on the Canadian marketplace. During the past two fiscal years we have added a number of large new customers in the United States marketplace, including Costco USA, SAMS Clubs USA and CVS/pharmacy. As a result of this we are now more concentrated in the United States marketplace. The United States marketplace for photofinishing is approximately ten times the size of the Canadian marketplace and due to our recent success in the United States market, a substantial portion of our operations is based on sales and services rendered to customers in the United States. Further, with our acquisition of Pixology in July 2007 and our acquisition of WorksMedia in March 2009, we have expanded into the United Kingdom. Although Pixology has lost customers since this acquisition and may lose additional customers going forward, we continue to expect a significant portion of our sales and services will be rendered to customers in the United Kingdom. Finally, during the past two fiscal years we have begun expanding the delivery of our service to customers outside of Canada, the United States and the United Kingdom to countries such as China, Australia, South Africa and other parts of Europe and as a result our financial performance will be affected by fluctuations in the value of the Canadian dollar against the currencies in the other jurisdictions in which we operate. We record the financial results for the operations of our UK subsidiary in United Kingdom pounds and also undertake certain transactions with our United States customers in U.S. dollars. Sales to other jurisdictions around the world are conducted either in United Kingdom pounds, Canadian dollars or United States dollars. Our consolidated financial results are reported in Canadian dollars. As a result, our earnings and financial position are affected by foreign exchange rate fluctuations, specifically changes in the value of the Canadian dollar, through translation risk and transaction risk. Translation risk is the risk that financial statements for a particular period, or at a certain date, depend on the prevailing exchange rate of the local currencies against the Canadian dollar. Transaction risk is the risk that the exchange rate at which a transaction is initially recorded will be different from the rate at which it is settled. At the present time, we have no plan or policy to utilize forward contracts or currency options to minimize or hedge this exposure, and even if these measures are implemented there can be no assurance that such arrangements will be available, be cost effective or be able to fully offset such future currency risks.

Our operating results are affected by the seasonal nature of our business.

Our business is seasonal, with a significant proportion of our recurring revenues being generated during our first fiscal (fourth calendar) quarter. As a result, any stoppages or interruptions in the provision of our Network to our customers during our first fiscal (fourth calendar) quarter could have an adverse effect on our operating results and our relationships with our customers. In addition, our rapid growth may have overshadowed seasonal or cyclical fluctuations in the economy which might have influenced our business to date; accordingly, our past performance may not reflect the true seasonal nature of our business, or the effect of general economic conditions on our business.

Our quarterly results may fluctuate.

Our future revenues and operating results may vary significantly from quarter to quarter due to a number of factors, some of which are outside of our control. Factors that could cause results to vary include:

demand for services, including seasonal and holiday demand, and reduction in demand as a result of general market or economic conditions;

the ability of our customers to attract and retain visitors to their websites;

the ability of our customers to encourage repeat purchases from their customers;

the pricing and marketing strategies of our customers;

the cost of expanding or enhancing the services we provide to our customers;

volatility in our stock price, which may lead to higher stock based compensation expense for future stock option grants;

consumer preferences for digital photography; and

improvements in the quality, cost and convenience of desktop printing of digital pictures and products.

Based upon the factors cited above, quarter to quarter comparisons of our operating results may not be a good indication of our future performance. It is possible that in one or more future quarters, our operating results may be below the expectations of public market analysts and investors, which may result in a decline in the market price of our common shares.

In the past we have identified deficiencies with our internal controls and there remain areas of our internal and disclosure controls that require improvement. If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our common shares may be adversely impacted.

We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a management report on such company's internal controls over financial reporting in the company's annual report, which contains management's assessment of the effectiveness of the company's internal controls over financial reporting. In addition, companies classified as accelerated filers must have an independent registered public accounting firm attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting. In the last two fiscal years, we concluded that our internal controls over our financial reporting were not effective.The deficiencies identified related to management's application of certain complex GAAP requirem ents. As a result of this, management concluded that our disclosure controls and procedures and internal controls over financial reporting were not effective as of September 30, 2008 and September 30, 2007. Following the identification of this deficiency, we undertook remedial steps and plan to continue to take additional remedial steps to improve our internal and disclosure controls. There can be no guarantee that the measures taken will be sufficient to ensure accurate financial reporting in the future. A failure to provide accurate financial results may result in loss of investor confidence and may adversely impact the price of our common shares. In addition, our failure to maintain adequate internal and disclosure controls could lead to sanctions by the Securities and Exchange Commission and other regulatory bodies under the applicable legislation, including theForeign Corrupt Practices Act of 1977.

If our solutions are not accepted in the marketplace, our business could be materially and adversely affected.

Acceptance of printing of digital images, business and social stationary through an online platform linked to retailers' locations is still developing. While we believe we are seeing increased acceptance of our services and business model, there can be no assurance that our services will continue to grow at the pace seen over the last ten years, or that our new services will receive widespread market acceptance. Even if our services continue to grow and attain widespread acceptance, there can be no assurance we will be able to meet the demands of our customers on an ongoing basis. Our operations may be delayed or halted as a result of failure to perform as described. Such delays or failure would seriously harm our reputation and future operations. If our product does not continue to be accepted in the market place, our business could be materially and adversely affected.

There can be no assurance that the market for our new services in business printing and social stationary will emerge to a profitable level or be sustainable. There can be no assurance that any increase in marketing and sales efforts will result in a larger market or increase in market acceptance for our services. If the market fails to develop, develops more slowly than expected or becomes saturated with competitors, or if our proposed services do not achieve or sustain market acceptance, our proposed business, results of operations and financial condition will be materially and adversely affected.

While we assist retailers with their marketing programs, we cannot assure that retailers will continue to market our service or that their marketing efforts will be successful in attracting and retaining end user customers. The failure to attract and retain end user customers will adversely affect our business. In addition, if our service does not generate revenue for the retailer, whether because of failure to market it, we may lose retailers as customers, which would adversely affect our revenue.

We are currently dependent on a limited number of key customers, the loss of which could materially and adversely affect our business.

We generate a significant portion of our revenue from a small number of customers. During fiscal 2009, we earned Cdn$20,622,547 from four (4) customer groups, representing 84% of our total revenue for the year. While we are working to expand our customer base, there can be no assurance we will be able to reduce our reliance on these key customers. If our existing customers do not elect to renew their contracts with us at the expiry of their current term, our recurring revenue base will be reduced, which could have a material adverse effect on our results of operations.

If we are unable to respond to rapid technological change and improve our products, our business could be materially and adversely affected.

The market for our service is characterized by:

rapidly changing technology;

evolving industry standards; and

frequent introduction of new services which may be comparable or superior to our services.

Our success will depend upon acceptance by our retailer customers and their end users of our existing solution and our ability to enhance these solutions and introduce new solutions and features to meet changing customer demands. We cannot assure that we will be successful in identifying, developing and marketing new solutions or enhancing our existing solutions. We may introduce unsatisfactory solutions to the market, negatively impacting our ability to generate sales. In addition, we cannot assure that solutions or technologies developed by others will not render our solutions or technologies non competitive or obsolete.

To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our solutions and our network services. The Internet and the e-commerce industry are characterized by rapid technological change, changes in user and customer requirements and preferences, frequent new product and service introductions embodying new technologies and the emergence of new industry standards and practices that could render our existing online operations, network services and proprietary technology and systems obsolete. Our success will depend, in part, on our ability to license leading technologies useful in our business, enhance our existing services, develop new services and technology that address the varied needs of our existing and prospective customers and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. The development of our solutions, the network services and other proprietary technolo gy entails significant technical, financial and business risks. There can be no assurance that we will successfully implement new technologies or adapt our solutions, network services, proprietary technology and transaction-processing systems to customer requirements or emerging industry standards. If we are unable to adapt in a timely manner in response to changing market conditions or customer requirements for technical, legal, financial or other reasons, our business could be materially adversely affected.

In order to remain competitive, we must continually invest in improving our solutions, and adding new products and services. We may need to expend significant resources in order maintain our competitive position. The cost to improve our solutions and add new products and services may adversely affect our financial results.

We may have difficulty in managing our growth.

Expected rapid growth in all areas of our business may place a significant strain on our operational, technical and management resources. As a result of such growth, we expect that operating expenses and staffing levels may increase in the future. To manage our growth, we must expand our operational and technical capabilities and manage our employee base, while effectively administering multiple relationships with various third parties, including affiliates. We cannot assure that we will be able to effectively manage our growth. The failure to effectively manage our growth could result in an inability to meet our customer demands, leading to customer dissatisfaction and loss. Loss of customers could adversely affect our operating results. There is no guarantee that the expansion of our operations will result in an increase in revenue.

We compete with others who provide products comparable to our products. If we are unable to compete with current and future competitors, our business could be materially and adversely affected.

We operate in a competitive market place. Our success is dependent upon our ability to maintain our current customers and obtain additional customers. Digital print services are provided by a wide range of companies. Competitors in the market for the provision of digital print services for retailers include Snapfish (a Hewlett-Packard ("HP") service), LifePics and Storefront.com Online Inc. In addition, end users have a variety of ways in which to obtain their prints, including through kiosk services provided by our competitors at many retailers, online services such as Kodak Easyshare, Snapfish and Shutterfly, Internet portals and search engines such as Yahoo!, AOL and Google that offer digital photography solutions, and home printing solutions offered by Hewlett Packard, Lexmark, Epson, Canon and others. Many of our competitors have:

longer operating histories;

significantly greater financial, technical and marketing resources;

greater name and product recognition; and

larger existing customer bases.

As potential competitors introduce competing solutions we may encounter additional and more intense competition. We may experience delays or difficulties in introducing new functionalities into our services, allowing competitors to exploit opportunities in the market. We cannot be certain that we will be able to compete successfully against current and future competitors. If we are unable to do so it will have a material adverse effect on our business, results of operations and financial condition.

Certain competitors have the ability to offer discounted printing services. While we are not directly affected by discounts in the price charged to consumers by our customers, consumers may determine not to print their photos through our retail customers' services, resulting in fewer transactions through such retailers, and reduced revenue to us.

We rely on our ability to attract and retain customers. If we are unable to maintain reliability of our Network and kiosk solutions we may lose both present and potential customers.

Our ability to attract and retain customers depends on the performance, reliability and availability of our network infrastructure and kiosk services. We may experience periodic service interruptions caused by temporary problems in our own systems or software or in the systems or software of third parties upon whom we rely to provide such services. Fire, floods, earthquakes, power loss, telecommunications failures, break-ins and similar events could damage these systems and interrupt our services. Computer viruses, electronic break-ins or other similar disruptive events also could disrupt our services. System disruptions could result in the unavailability or slower response times of the websites we host for our customers, which would lower the quality of the consumers' experiences. Service disruptions could adversely affect our revenues and if they were prolonged, would seriously harm our business and reputation. We do not carry business interruption insurance to compensate f or losses that may occur as a result of these interruptions. Our customers depend on Internet service providers and other website operators for access to our Network. These entities have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems. Moreover, the Internet network infrastructure may not be able to support continued growth. Any of these problems could adversely affect our business.

The infrastructure relating to our services are vulnerable to unauthorized access, physical or electronic computer break-ins, computer viruses and other disruptive problems. Internet service providers have experienced, and may continue to experience, interruptions in service as a result of the accidental or intentional actions of Internet users, current and former employees and others. Anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. Security breaches relating to our activities or the activities of third-party contractors that involve the storage and transmission of proprietary information could damage our reputation and relationships with our customers and strategic partners. We could be liable to our customers for the damages caused by such breaches or we could incur substantial costs as a result of defending claims for those damages. We may need to expend significant capital and other resour ces to protect against such security breaches or to address problems caused by such breaches. Security measures taken by us may not prevent disruptions or security breaches.

We rely on third parties for the development and maintenance of the Internet and the availability of increased bandwidth to users.

The success of our business will rely on the continued improvement of the Internet as a convenient means of consumer interaction and commerce. Our business will depend on the ability of our customers' consumers to use the Network without significant delays or aggravation that may be associated with decreased availability of Internet bandwidth and access to our services. This will depend upon the maintenance of a reliable network with the necessary speed, data capacity and security, as well as timely development of complementary products such as high speed modems for providing reliable Internet access and services. The failure of the Internet to achieve these goals may reduce our ability to generate significant revenue.

Our principal customers, being photofinishing retailers, must install high speed Internet access to be able to provide online one hour in store photofinishing. Our experience has been that the provision of in store printing leads to an increase in the use of our Network. Our customers have not always been able to install high speed Internet access on a timely basis, resulting in a delay in the deployment of our Network and a corresponding delay or loss of revenues. We expect delays in the installation of high speed Internet access to continue in the foreseeable future.

Our penetration of a broader consumer market will depend, in part, on continued proliferation of high speed Internet access. The Internet has experienced, and is likely to continue to experience, significant growth in the number of users and amount of traffic. As the Internet continues to experience increased numbers of users, increased frequency of use and increased bandwidth requirements, the Internet infrastructure may be unable to support the demands placed on it. In addition, increased users or bandwidth requirements may harm the performance of the Internet. The Internet has experienced a variety of outages and other delays and it could face outages and delays in the future. These outages and delays could reduce the level of Internet usage as well as the level of traffic, and could result in the Internet becoming an inconvenient or uneconomical source of products and services, which would cause our revenue to decrease. The infrastructure and complementary products or services ne cessary to make the Internet a viable commercial marketplace for the long term may not be developed successfully or in a timely manner.

We may not be able to protect and enforce our intellectual property rights, which could result in the loss of our rights, loss of business or increased costs.

Our success and ability to compete depends, to a large degree, on our current technology and, in the future, technology that we might develop or license from third parties. To protect our technology, we have used the following:

confidentiality agreements;

retention and safekeeping of source codes; and

duplication of such for backup.

Despite these precautions, it may be possible for unauthorized third parties to copy or otherwise obtain and use our technology or proprietary information. In addition, effective proprietary information protection may be unavailable or limited in certain foreign countries. Litigation may be necessary in the future to:

enforce our intellectual property rights;

protect our trade secrets; or

determine the validity and scope of the proprietary rights of others.

Such misappropriation or litigation could result in substantial costs and diversion of resources and the potential loss of intellectual property rights, which could impair our financial and business condition. We may receive notice of claims of infringement of other parties' proprietary rights. Such claims may involve internally developed technology or technology and enhancements that we may license from third parties. Moreover, although we sometimes may be indemnified by third parties against such claims related to technology that we have licensed, such infringements against the proprietary rights of others and indemnity there from may be limited, unavailable, or, where the third party lacks sufficient assets or insurance, ineffectual. Any such claims could require us to spend time and money defending against them, and, if they were decided adversely to us, could cause us to:

pay damages;

be subject to injunctions; or

halt deployment of our Network and products while we re-engineer them or seek licenses to the necessary technology, which necessary technology may increase our costs and might not be available on reasonable terms.

Any of these factors could have a material and adverse effect on our financial condition and business.

The loss of any of our executive officers, key personnel or contractors would likely have an adverse effect on our business.

We are dependent upon our management, employees and contractors for meeting our business objectives. In particular, members of the senior management team play key roles in our executive management and technical development. We do not carry key man insurance coverage to mitigate the financial effect of losing the services of any of these key individuals. Our loss of any of these key individuals most likely would have an adverse effect on our business.

In addition, we may require additional capabilities, especially in our representation on the board of directors. We cannot assure that we will be successful in attracting personnel of the appropriate calibre.

If the facility where all of our computer and communications hardware are located fail, our business and results of operations would be harmed.

Our ability to provide our service depends on the uninterrupted operation of our computer and communications systems. Our computer hardware necessary to operate our service is primarily located in two third party hosting facilities one is located in Vancouver, British Columbia and the other in Toronto, Ontario. Our systems and operations could suffer damage or interruption from human error, fire, flood, power loss, telecommunications failure, break-ins, terrorist attacks, acts of war and similar events. As the result of the two facilities we do have redundant systems in multiple locations, however, we do not have all customers hosted in each location and therefore if one facility failed it may take days to get customers resident on the failed system live in the other facility. Further, we do not have business interruption insurance to compensate us for losses that may occur in relation to a failed facility(ies). In addition, the impact of any of these disasters on our business may be exacerbated by the fact that we do not have a disaster recovery plan in place.

Our technology may contain undetected errors that could result in limited capacity or an interruption in service.

Our technology may contain undetected errors or design faults which may cause our service to fail and result in the loss of, or delay in, acceptance of our services. If the design fault leads to an interruption in the provision of our services or a reduction in the capacity of our services, we would lose revenue. In future, we may encounter scalability limitations that could seriously harm our business. A failure of our services could lead to a loss of customers, the erosion of our reputation, and serious harm to our business.

We may divert our resources to develop new product lines, which may result in fluctuations in our expenditures.

In order to remain competitive, we must continually develop new product lines for our customers. We will continue to develop new product lines, such as online printing of business and social stationary, and expand current product lines, during calendar 2010. The development of new product lines may result in increased expenditures during the development and implementation phase, which could negatively impact our results of operations. In addition, we are a small company with limited resources and diverting these resources to the development of new product lines may result in reduced customer service turn around times and delays in deploying new customers. These delays could adversely affect our business and results of operations.

We may undertake acquisitions to expand our business, which may pose risks to our business and dilute the ownership of existing shareholders.

We may pursue acquisitions of businesses, technologies or services. Integrating newly acquired businesses, technologies or services is likely to be expensive and time consuming. To finance any acquisitions, it may be necessary to raise additional funds through public or private financings. Additional funds may not be available on terms favourable to us and, in the case of equity financings, would result in additional dilution to our existing shareholders. If we do complete any acquisitions, we may be unable to operate the acquired businesses profitably. If we are unable to integrate any newly acquired entities, technologies or services effectively, our business and results of operations may suffer. The time and expense associated with finding suitable and compatible businesses, technologies or services could also disrupt our ongoing business and divert management's attention. Future acquisitions by us could result in large and immediate write-offs or assumptions of debt and contingent liabilities, any of which could substantially harm our business and results of operations.

The Following Risks Relate to Our Acquisition of WorksMedia

We continue to face a number of challenges in integrating and further developing the WorksMedia business. The risks associated with the acquisition of WorksMedia, include:

We made the offer to acquire WorksMedia for strategic reasons, which will only be realized if our operations and those of WorksMedia can be effectively integrated.

The acquisition of all of the outstanding shares of WorksMedia was made with the expectation that its successful completion will result in long-term strategic benefits. These anticipated benefits will depend in part on whether we can integrate the operations of PNI and WorksMedia in an efficient and effective manner. As at year end, our integration efforts are still in progress and the finalisation will involve further significant amounts of management's time and attention, and place further strain on our management, systems and resources. Continued additional risks with the acquisition include the maintenance of uniform standards, controls, procedures and policies and the potential impairment of relationships with employees and customers.

If we are unable to continue growing the WorksMedia business in a profitable manner, our business and financial results may be materially and adversely affected.

WorksMedia has a history of profitable operations since inception, however its main source of revenue comes from sales of software licences which are one-time sales and which are non-recurring in nature. Our purchase price of $2,531,410 for the Company was based on future revenue and profit projections and included a number of assumptions regarding the ability to meet those projections without a significant increase in costs. If these projections aren't met or require additional costs or management time to achieve our business and financial results may be materially and adversely affected.

If we are unable to make cash payments to the previous owners of WorksMedia on time we may be required to pass control of the business back to them.

Part of the consideration for the shares of WorksMedia is in the form of cash totalling approximately $2.1m which is payable in 13 equal instalments between March 2009 and March 2010. If the Company fails to make any of the cash payments, the vendors will have the right to the return of the WorksMedia business, and will retain all cash payments already made as well as any PNI Digital Media shares already issued to them in connection with the acquisition.

The Following Risks Relate To The Market For Our Common Shares

At present, there is a limited market for our common shares in the United States. If a substantial and sustained market for our common shares does not develop in the United States, our US shareholders' ability to sell their shares may be materially and adversely affected.

Our common shares trade in Canada on the TSX Venture Exchange and in the United States on the OTC Bulletin Board. Trading of these shares is presently concentrated in the United States marketplace, however, at present there is a limited trading market in the United States for our common shares and such is unlikely to develop further while we are quoted on the OTC Bulletin Board. We have no agreement with any broker-dealer to act as a market-maker for our common shares. One or more broker-dealers have become market makers in our shares quoted on the OTC Bulletin Board. However, there is no guarantee that this will continue. Any trading is currently limited to the non-NASDAQ over-the-counter market. We have made application for quotation on the NASDAQ Capital Market in the past, however, our share price being less than US$4.00 at the time of application precluded our acceptance onto this exchange. We may attempt to list again, if our share price appreciates and exceeds the US$4.00 mi nimum or at the discretion of our management and shareholders we may consider a consolidation of our shares to meet the minimum price criteria. Even if we met the minimum price criteria there can be no assurance that our application would be accepted or approved, as we also currently do not meet NASDAQ's listing requirement for the audit committee of our board of directors to be entirely comprised of independent directors. Further, there can be no assurance that our securities will ever qualify for such listing or listing on any other US stock market or stock exchange. Accordingly, there can be no assurance that any US market for our securities will develop or, that if developed, it will continue. The absence of such a US market may materially and adversely affect the ability of US shareholders to sell their shares.

Our common shares may be deemed to be a "penny stock" in the United States. As a result, trading of our shares may be subject to special requirements that could impede our shareholders' ability to resell their shares in the United States.

At present our common shares are deemed to be a "penny stock" as that term is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks:

with a price of less than five US dollars per share;

that are not traded on a recognized national exchange;

whose prices are not quoted on the NASDAQ automated quotation system;

of issuers with net tangible assets less than

$2,000,000 if the issuer has been in continuous operation for at least three years; or

$5,000,000 if in continuous operation for less than three years; or

of issuers with average revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Exchange Act, and Rule 15g-2 of the Securities and Exchange Commission, require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 of the Securities and Exchange Commission requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer:

to obtain from the investor information concerning his or her financial situation, investment experience and investment objectives;

to determine reasonably, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience so as to be reasonably capable of evaluating the risks of penny stock transactions;

to provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination above; and

to receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives.

Compliance with these requirements may make it more difficult for holders of our common shares to resell their shares to third parties or to otherwise dispose of them in the United States.

Our common shares may experience extreme price and volume volatility which may result in losses to our shareholders.

On March 12, 2010, our common shares closed at a price of Cdn$1.64 on the TSX-V and US$1.61 on the OTC Bulletin Board. For the period from October 1, 2008 to September 30, 2009, the adjusted high and low trading prices of our common shares on the TSX-V were Cdn$2.29 and Cdn$1.12, respectively, with a total reported trading volume of 5,731,100 shares. For the same period, the adjusted high and low trading prices of our common shares on the OTC Bulletin Board were US$2.05 and US$0.89, respectively, with a total reported trading volume of approximately 16,427,900 shares. The trading volume of our shares on the OTC Bulletin Board may not be representative of actual trading volume due to double ticketing of orders that may have occurred on one or more days of the period analyzed.

Daily trading volume on the TSX-V of our common shares for the period from October 1, 2008 to September 30, 2009 has fluctuated, with a high of 224,000 shares and a low of zero shares, averaging approximately 22,833 shares. Daily trading volume on the OTC Bulletin Board in our common shares for the period from October 1, 2008 to September 30, 2009 has fluctuated with a high of 886,700 and a low of 400, averaging approximately 62,497. Accordingly, the trading price of our common shares may be subject to wide fluctuations in response to a variety of factors including announcement of material events by us such as the status of required regulatory approvals for our products, competition by new products or new innovations, fluctuations in our operating results, general and industry-specific economic conditions and developments pertaining to patent and proprietary rights. The trading price of our common shares may be subject to wide fluctuations in response to a variety of factors and/or anno uncements concerning such factors, including:

actual or anticipated period-to-period fluctuations in financial results;

litigation or threat of litigation;

failure to achieve, or changes in, financial estimates by securities analysts;

new or existing products or services or technological innovations by us or our competitors;

comments or opinions by securities analysts or major shareholders;

significant acquisitions, strategic partnerships, joint ventures or capital commitments;

additions or departures of key personnel;

sales of our common shares, including by holders of the notes on conversion or repayment by us in common shares;

economic and other external factors or disasters or crises;

limited daily trading volume; and

developments regarding our patents or other intellectual property or that of our competitors.

In addition, the securities markets in the United States and Canada have recently experienced a high level of price and volume volatility, and the market price of securities of technology companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. It is expected that such fluctuations in price and limited liquidity will continue in the foreseeable future which may make it difficult for a shareholder to sell shares at a price equal to or above the price at which the shares were purchased.

There may not be an active, liquid market for our common shares.

There is no guarantee that an active trading market for our common shares will be maintained on the OTC Bulletin Board or the TSX-V. Shareholders may not be able to sell their shares quickly or at the latest market price if trading in our common shares is not active.

If there are substantial sales of our common shares, the market price of our common shares could decline.

Sales of substantial numbers of our common shares could cause a decline in the market price of our common shares. Any sales by existing shareholders or holders of options or warrants may have an adverse effect on the market price of our common shares.

We have no history of paying dividends, do not intend to pay dividends in the foreseeable future and may never pay dividends.

Since incorporation, we have not paid any cash or other dividends on our common shares and do not expect to pay such dividends in the foreseeable future as all available funds will be invested to finance the growth of our business. We will need to achieve profitability prior to any dividends being declared, which may never happen.

ITEM 4. INFORMATION ON THE COMPANY

Summary

We are a company incorporated under theBusiness Corporations Act (British Columbia). Our principal and registered offices are located at Suite 590, 425 Carrall Street, Vancouver, British Columbia, V6B 6E3. We also have offices in, Southampton, England and Secaucus, New Jersey. Substantially all of our business is conducted out of our Vancouver and Southampton offices. Our New Jersey office is a sales office which we acquired upon completion of the acquisition of Pixology plc ("Pixology"). Our Southampton office is an engineering office which we acquired upon completion of the acquisition of WorksMedia Ltd ("WorksMedia"). Prior to our acquisition of WorksMedia our UK operations were run out of an office in Guildford, England. After the completion of our acquisition we relocated our Guildford based staff to the newly acquired Southampton office which offered lower day to day running costs and began steps to close down our Guildford location and identify a suitable ten ant to take over that lease.

We provide software and technology to retailers, Internet portals and web sites, and telecommunication service providers (including mobile phone companies). Our principal service is the PNI Digital Media Platform. The PNI Digital Media Platform consists of digital imaging technology which we provide to retailers who provide, or wish to provide, photo print, photo gift stationary and business card print services, professional and commercial photo processing labs, image content owners, and targeted portal services (collectively, the "Retailer"). The PNI Digital Media Platform enables the Retailer to provide digital photo and personalized product services from desktops, kiosks, and mobile phones, through the Internet to end user customers. The Retailer controls the process from image capture to final delivery of the end product. We act as a platform intermediary in the process, and as a "white label" solution are not visible to the end user customer unless the Retailer chooses to disclos e us as the provider of their solution. Currently, our principal service enables Retailers such as Costco and Sams Clubs to provide photo print and photo give services through the Internet and at in store kiosks.

Under our general business model we charge Retailers a combination of fixed and variable fees including: initial fees or an annual license fee for the development, maintenance and continued enhancement of the digital print capture portion of their website or kiosk-based software; (ii) monthly fees for their connection to the PNI Digital Media Platform; (iii) transaction fees based on every order placed through the PNI Digital Media Platform or for images uploaded; and (iv) fees for the continued storage of the Retailers customers' digital images. There are different variations in the fees charged based upon the contractual relationship with each Retailer and the service provided.

With the acquisition of Pixology in July of 2007, we entered into the provision of a parallel digital print capture service with the delivery of photo kiosk software. Photo kiosks are in store computer interfaces through which consumers upload, edit and order images for pick up in store. This acquisition also resulted in us acquiring Pixology's online photo solution. As we determined that our solution was more robust we have been phasing out this service by replacing it with the PNI Digital Media Platform.

With the acquisition of WorksMedia in 2009, we further provisioned advanced digital print capture services for photo kiosks and websites.

We have four wholly owned active subsidiaries, Pixology Limited, Pixology Software Limited, Pixology, Inc. and WorksMedia Limited. Pixology Limited, Pixology Software Limited and WorksMedia Limited are located in the United Kingdom and Pixology, Inc. is located in the United States.

A.History and development of the Company

We were incorporated on December 1, 1995 pursuant to the laws of British Columbia, Canada under the name InMedia Presentations Inc. We obtained receipts in April 1997 for a Prospectus filed with the British Columbia Securities Commission and the Ontario Securities Commission. Our shares were subsequently listed for trading on the Montreal Exchange on April 21, 1997. We changed our name on July 14, 1999 to PhotoChannel Networks Inc.. In September 2001 the Montreal Exchange ("ME") merged with the Canadian Venture Exchange ("CDNX") and effective October 1, 2001 we began trading on the CDNX. Subsequently the CDNX was acquired by the Toronto Stock Exchange and renamed the TSX Venture Exchange in 2002 and on April 1, 2002 we were listed for trading on the TSX Venture Exchange. On November 2, 2006, we consolidated our outstanding common shares on a one new share for ten old shares basis. On completion of the consolidation, we had approximately 26,060,559 common shares outstanding. O ur financial statements for the years ended September 30, 2008, 2007 and 2006 have been prepared on a post share consolidation basis. On March 28^th, 2007, we received and accepted a private placement of 4,430,588 units at a share price of US $3.40 per unit. Each unit consisted of one common share of the Company and one common share purchase warrant. Each share purchase warrant entitled he holder to purchase one additional common share at a price of US$4.00 per share for a period of two years. The aggregate proceeds from the private placement were $15,064,000. On July 2^nd, 2007, we acquired Pixology PLC, a company with offices based in the UK and a sales office in the United States. On March 11^th2009, we acquired WorksMedia Ltd., a UK-based software company with offices in Southampton. On June 8^th, 2009, we formally changed our name to PNI Digital Media Inc., which be exchange regulations, mandated a change in our ticker symbol on the OTC Bulletin Board from PNWIF to PNDMF. On September 30^th, 2009, we had 34,243,819 common shares outstanding.

Our principal executive office is located at 590-425 Carrall Street, Vancouver, British Columbia, Canada V6B 6E3, our telephone number is 604-893-8955 and our website can be accessed atwww.pnimedia.com, www.photochannel.com. orwww.pnidigitalmedia.com.

Important Events In the Development of Our Business

Important events in the development of our business are provided under Item 4.B., below, and in other sections of this filing.

Principal Capital Expenditures And Divestitures Since October 1, 1997

We continue to develop, change and enhance our software and product offerings. Since October 1, 1999, the only capital divestiture has been the filing by our US operating subsidiary, PhotoChannel, Inc., under Chapter 7 of the United States Bankruptcy Code with the United States Bankruptcy Court, District of Connecticut, on November 1, 2001. The only capital expenditures have been for computer equipment, software and furniture and leaseholds, which occurred in the normal course of our operations. Our total capital expenditures were approximately $2,182,637 for the year ended September 30, 2009 compared with $4,762,168 in 2008, $1,127,371 in 2007, $777,479 in 2006, $523,595 in 2005 and $536,241 in 2004. Prior to 2009 we financed these expenditures primarily by issuing common shares. All expenditures during the year ended September 30, 2009 were financed through cash flows generated from operations. Further details applicable to our anticipated capital expenditures and funding sourc es are detailed in Liquidity and Capital Resources in Item 5.B.

Principal Capital Expenditures And Divestitures Currently in Process

As of March 12, 2010 there were no capital expenditures or divestitures in process outside of the normal course of business.

Public Takeover Offers

There have been no public takeover offers by third parties in respect of our shares.

Acquisition of Pixology plc

On July 2, 2007 we acquired all of the outstanding shares of Pixology pursuant to a take-over offer, for a total purchase price of approximately $17,650,000 before direct costs associated with the acquisition, based on exchange rates at the time of take-up. We completed the acquisition of all of the outstanding shares of Pixology, and converted Pixology to a non-public company under the laws of the United Kingdom on October 27, 2007.

Information Concerning Pixology

Overview

Pixology was a provider of software for the digital photography industry and operated a business, parts of which are similar to that of our existing business. Pixology had developed software and networks that enabled equipment manufacturers and retailers of photofinishing services to substitute the analogue film environment with new digital infrastructure.

Pixology had two principal product offerings - in-store kiosk technology and an online digital printing solution which is similar to our PNI Digital Media Platform offering. Pixology's focus was in the delivery of software for in store Kiosks, which enable customers in retail stores to upload their pictures for printing within such retail store, and for ordering gift items for future delivery. Pixology had been providing this service in the retail environment for the past four years. We have taken over this service and currently provide it to a number of retail customers including Tesco and Jessops in the United Kingdom and Costco in the United States, Canada and Mexico.

Pixology also provided an online digital printing solution similar to the PNI Digital Media Platform called the Pixology Online Photo Center. Upon taking over Pixology we commenced replacing their online customer base with the PhotoChannel Network. During fiscal 2008 we were successful in replacing ASDA's online solution and are currently in the process of moving Tesco onto the PNI Digital Media Platform.

Pixology Since the Acquisition

The Pixology assets, being primarily intellectual property relating to software and systems for in-store kiosks, have been employed where appropriate within our corporate group as a whole, adding peripheral enhancement and kiosk-based elements to our core product. As part of our efforts to consolidate corporate operations across our corporate group as a whole, during 2009 operations for Pixology previously based in Guildford in the UK have been amalgamated into either our Vancouver offices or our office in Southampton.

Prior to the acquisition, Pixology announced that it expected to experience a loss of between £1.35 and £1.65 million for the year ending December 31, 2007. We incurred a loss relating to Pixology operations of approximately Cdn$2,231,013 (approximately £1,054,000) over the three months from the date of the acquisition of Pixology to September 30, 2007. During fiscal 2008, we incurred a loss of $2,514,303 related to Pixology's operations. In fiscal 2009, the losses recorded by Pixology were reduced to $711,683, after charging non-cash amortization of intangible assets of $1,363,129. We continue to rationalize operations across both companies, particularly in areas that are duplicated, and expect to obtain further minor cost savings through such rationalization, turning the company profitable by the year ended September 30, 2010.

Acquisition of WorksMedia Ltd.

On February 25, 2009, we entered into a Share Purchase Agreement to acquire 100% of the issued and outstanding share capital of WorksMedia Ltd, a company based in Southampton, England. Under the terms of the Agreement, shareholders of WorksMedia Ltd receive the Sterling equivalent of $2.1 million based upon the exchange rate published by the Bank of England on February 25, 2009 in thirteen equal monthly instalments and issued 750,000 common shares of PNI Digital Media in three equal instalments of 250,000 common shares after 12, 24 and 36 months for all the issued and outstanding shares of WorksMedia Ltd. If certain performance targets are met, the shareholders of WorksMedia receive up to an additional 900,000 common shares over the three year period from the date of acquisition.

Reasons for the acquisition of WorksMedia:

We determined to acquire WorksMedia for the following reasons:

The addition of the software technology and key personnel that comprised the WorksMedia portfolio and staff are deemed of value to both the present and future operations of the company,

The existing deployment of the WorksMedia software to more than 3000 kiosks opened new geographies and Retailers for the company.

The rich media interface and network of deployments enables us to expand the ability to offer high-margin photo gifts directly from kiosks.

The addition of a more cost-effective location to base our UK operations enabled the company to close our Pixology offices and realize an immediate 30% reduction in UK-based staff, resulting in an annual cost savings of $480,000

WorksMedia has been profitable since inception and could directly contribute to the long term profitability of the company.

WorksMedia Since the Acquisition

Since the acquisition of WorksMedia, we have consolidated our UK operations into WorksMedia's Southampton offices, and reduced our UK based staff by 69%. WorksMedia's products have been re-branded and are now being distributed under the PNI Digital Media brand and work has begun integrating the WorksMedia products into the PNI Platform.

B.Business Overview

We were originally formed to develop and market a suite of "easy to use" multimedia presentation software products for use by consumers wishing to present and display images captured on digital cameras and photo scanners. We marketed these software products under the trade name Slides & Sound Plus^TM. We discontinued development of these products during 1999 in order to focus on the development of our e-processing and network strategy. We ceased actively marketing and supporting these products effective January 31, 2001.

In February 1999, we established our website atwww.photochannel.com as an online photo community for both digital camera and conventional film photographers. Our online photo community consisted of an Internet portal through which users could participate in photography focused chat groups, discussion forums, e-mail and have access to articles relating to photography hints, tips and techniques. Users could also upload, store and manipulate digital images online and create photo websites, albums and slide shows.

On October 2, 2000, we introduced an e-processing and photofinishing service as a business-to-consumer strategy, offering film processing, scanning, storage and printing of digital images directly to US consumers via our wholly owned US subsidiary, PhotoChannel, Inc. Our long-term strategy at that time was to develop a membership network of professional photofinishing retailers, and to apply the "mail order" model of our US subsidiary to reach the retailers' customers.

Following the launch of our e-processing and photofinishing service we were able to beta test the technology and the marketing of this concept. Our technology enabled customers to preview and edit their digital/digitized pictures online before ordering any prints from a member of our planned retailer Network. Accordingly, although the targeted end-users of our technology consisted of digital camera users who required a photofinishing solution, we felt that our services would also be attractive conventional film photographers.

In March 2001, we went through a major reorganization, which resulted in a change of management, a complete corporate restructuring and a change in business focus. We determined that we could not offer both solutions, as the e-processing "mail order" model provided by our US subsidiary was, in fact, competing with our Network model. In April of 2001, we ceased to provide the e-processing mail order option. On November 1, 2001, after attempting to settle its outstanding debt, our US operating subsidiary, PhotoChannel, Inc., filed for protection under Chapter 7 of the United States Bankruptcy Code with the United States Bankruptcy Court, District of Connecticut.

Subsequent to March 2001, our focus has been one of a digital imaging technology provider for a wide variety of businesses including photofinishing retailers, professional and commercial photo processing labs, image content owners and targeted portal services. We have created and manage a digital network environment (the "Platform" or "PNI Digital Media Platform") whose focus is on delivering digital image orders from capture to fulfillment under the control of our originating Platform member.

On May 10, 2001 the first retail Platform members outfitted with their own branded web sites were activated onto the Platform. These retailers accept the upload of images that originate within digital cameras or have been scanned within the store environment to sites we create and host. Our Platform is a transparent component to the end consumer, existing solely as the technology backbone of the retailer's digital imaging strategy.

With the establishment and launch of our Platform, we distanced ourselves from our past of being an Internet photofinishing "mail order" service and transformed into an Internet infrastructure company that manages a platform environment that today is focused on delivering digital imaging and personalized product creation and ordering through our retail relationships and connectivity to retail locations.

During fiscal 2007 we expanded our product offering to include software that can be installed on in-store kiosks, through our acquisition of Pixology. In fiscal 2009, we acquired WorksMedia to further enhance our software offering for in-stores kiosks. Our in-store kiosk software connects to the Platform to enable users to generate orders for photo prints, photo gifts and other personalized creative products.

Digital Photography Market

Digital photography has grown at a rapid pace in the last several years. Mainstream adoption of digital cameras by consumers replacing older film cameras has come directly from rapidly falling prices coupled with much improved technology. Industry analysts estimate that in 2009, 3 of every 4 households in the US own a digital camera.¹ Domestic digital camera sales have grown from 1.1 million units domestically in 1998, to 20.5 million units in 2005, and an estimated 20.7 million units for 2006.² At the same time, domestic sales of film cameras have fallen precipitously from 16.4 million units in 1998 to 4.3 million in 2005 to 3.0 million units for 2006, and nil by 2010.

Industry analysis point to a slowdown in digital camera sales, with a peak of some 29.5 million U.S. units in 2009, and overall household penetration reaching 80% by 2010.³

Three other factors of significance in the digital camera market are the widespread proliferation of digital camera phones with increasingly higher resolutions, and the rising sales for digital single lens reflex (DSLR or digital SLR) cameras, and the advent and proliferation of 'camera-phones', mobile phones with a built-in lens and camera mechanism.

Camera phone handsets in the North American marketplace totalled some 57 million by the end of 2005 (46% of all handsets) and this market is expected to continue to grow and predicted to reach 900 million units by 2010.⁴ Numbers have grown quickly from an estimated base of 3 million units in 2003 and 16 million in 2004.⁵ Initial handset cameras had limited resolutions of under 1 Megapixel, and limited capability to otherwise distribute or share the resulting image. However, the latest generation of camera phones have resolutions of up to 3.2 Megapixels. 74% of mobile handsets sold in the 2007 U.S. market are estimated to have built in cameras, with 13% of those having the higher 3.2 Megapixel camera sensors.⁶ Additionally, technology inside the phone unit itself such as Bluetooth wireless technology and improved software systems and navigation from both handset manufacturers and mobile network operators has made it much easier for consumers to transfer, distribute and/or share their camera phone images. Despite these improvements, the vast majority of the billions of camera phone images (estimated at 97%⁷) are today still not yet converted to prints, so a behavioural shift here would be significant.

DSLR cameras are higher priced, higher resolution, more sophisticated models, and afford consumers better and more professional quality capabilities. They differ from mainstream smaller sleeker point-and-shoot digital cameras with their characteristically lower resolution. DSLR cameras still represent a small (but growing) share of overall unit sales, but account for a disproportionately larger revenue share given their current average sales price of $942,⁸ as compared to a range of $162⁹ - $303¹⁰ for standard point-and-shoot mainstream digital cameras. DSLRs account for 6% of units shipped but a much more significant 19% of dollar value.¹¹

The large consumer shift to digital camera technologies over the last few years as described above has brought with it an entirely new set of consumer behaviour and activities relating to the resulting digital photo images, their distribution and enjoyment, and their subsequent transformation into hard copy prints or traditional photos. It has also radically transformed the traditional photofinishing business.

____________________________
¹ InfoTrends:Digital Photography and the Connected Generation. 2009.

2 PMAI / PMA Marketing Research: Photo Industry 2006 Review and Forecast unless otherwise indicated. These figures EXCLUDE single-use cameras and cameraphones.

3 Gartner Group

4 InfoTrends: Mobile Phone Survey 2007

5 PMA Marketing Research: Photo Industry 2006 Review and Forecast / iGillott Research

6 iSuppli research from Wall Street Journal

7 Fuji from WSJ article Feb 08, 2007

8 NPD Group Inc. from Wall Street Journal

9 NPD Group Inc. (Dec. 4, 2006)

10 PMA Marketing Research: Photo Industry 2006 Review and Forecast

11 Camera & Imaging Products Association (CIPA) fromhttp://www.dpreview.com/news/0612/06120101cipashipq3.asp

Digital camera and scanner manufacturers fabricate devices for digitizing pictures. Their products capture an image and output it as a digitized picture, which can then be distributed and shared electronically (over the Internet, wireless networks, and otherwise), and printed in different ways. These images can be uploaded to the Internet for storage or transferred to CD, DVD or other forms of removable media and disks. Conventional film images can also be digitized through a scanning mechanism and then be manipulated in much the same way, but the utilization of conventional film cameras by consumers is falling away dramatically as mentioned above, and with it the development of film into prints, and their subsequent need for digitization.

Digitized pictures can be printed either on color inkjet (typically directly at home by the consumer) or dye sublimation photo printers (for instance, by a retailer in a physical commercial setting) Alternatively, they can be processed through an online service, which provides print photographs at a quality consistent with that offered by conventional film processors at retail. Digital pictures may be stored on desktop or laptop computers, on CDs, DVDs, other removable media formats, or as negatives at a website of an online digital photography service provider. Consumers may alternatively also physically take the removable media memory card from their digital camera to retailers with digital photo kiosks, where they can then select and format the digital images for subsequent printing in store.

High growth in overall Internet adoption and broadband penetration rates has further fuelled the process and provided for a host of alternative services (online and at the retailer) to meet these new photo processing demands. Residential broadband subscriptions in the USA grew 20% in 2006 to exceed 50 million households, and forecast to grow to 60 million households by the end of 2007 (a 55% penetration rate).¹² The introduction of camera phones mentioned above has bred a host of different consumer behaviours and activities that include distribution by e-mail, Multimedia Messaging Service (MMS), saving them to the phone screen, transferring them to a PC, sharing them online, printing them, and doing nothing with them. There is a strong correlation between digital camera ownership, broadband usage, and camera phone ownership, with 79% of households with broadband and 63% of camera phone owners having a separate digital camera.¹³

The primary target market for our PNI Digital Media Platform services are print origination members such as large multi-outlet retailers, online communities, portals, and print fulfillment members such as photofinishing retailers. The use of digital cameras has increased dramatically (not only in North America, but worldwide), as has the availability of photographic quality digitized print services, both at retail and online.

There is no demographic which digital cameras are exclusive to, especially in light of constantly falling prices the last several years, nor is there a prohibitive degree of technological sophistication required to operate these cameras. The average price paid for a digital camera has fallen from $315 in 2004 to $303 in 2005, and continues to fall.¹⁴

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¹² Parks Associates - "Digital Lifestyles: 2007 Outlook"

13 2006 PMA Camera/Camcorder, Digital Imaging Survey

14 PMA Marketing Research: Photo Industry 2006 Review and Forecast / NPD Techworld

Photofinishing retailers originally viewed digital camera penetration as threatening their future. Film processing volume has been falling steadily. In the U.S. alone, sales have fallen from 671 million rolls in 2003, to 571 million rolls in 2004, to 480 million in 2005 and an estimated 369 million in 2006 (a total drop of some 45% in that period). Commensurately, processing revenue has fallen in the same period from $5.39 billion in 2003 to an estimated $2.98 billion in 2006, a similar 44.7% drop.¹⁵ As consumers have switched their picture-taking activity from film to digital, one of the greatest challenges has been making them aware of the options for printing their digital pictures. The effect of digital cameras to date and future projections indicate that digital will have an additive effect on the growth of picture taking overall, as the cost to shoot a digital image is nothing compared to a film exposure. In recent years, the photo print market has consolidated greatly in to a small group of very large, multi-outlet retailers, who have consumed market share at the expense of independent retailers and other non-direct retailers who could not realize equivalent economies of scale with a transition to digital photo services.

Despite the number of online options for digital printing, we believe that the majority of consumers will not change their habits - they will continue to look to the photofinishing retailer as their destination for convenient, quality driven printing. Photofinishing retailers are making changes to ensure they remain at the center of photofinishing. As picture taking has become increasingly digital, retailers want to ensure they retain the foot traffic in their stores and the relationship with their customers. The first step for them is ensuring they have equipment that can print digital images and can create digital images from film. The central piece of equipment retailers utilize for this is the "digital minilab", with 17,000 of them installed in the US in 2004 (or over 50% of all minilabs), and an estimate of over 25,000 digital minilabs installed by 2008 representing over 76% of all minilabs.¹⁶ The rise of the digital minilab install base has been the defining factor in r eturning retailers to the forefront of printing pictures. Further, retailers have worked to retain their customer base by introducing online based digital photo processing functionality (with in store pick-up) and placing digital photo kiosks physically in store to serve as wide a customer base as possible.

The amount of digital prints being made at retail (as opposed to at home by consumers directly and online) has been growing. In 2006, it was estimated that 4.5 billion prints (41.3%) of the 10.9 billion printed digital photos in total were made through a photofinishing retailer. This continued an upward trend from 3 Billion (38.5% of 7.8 Billion) in 2005, 1.9 Billion (34.5% of 5.5 billion) in 2004, and 0.5 billion (17.9% of 2.8 Billion) in 2003.¹⁷

Digital camera technologies have enabled consumers to take many more pictures (given the zero cost of shooting in digital, and the immediacy of seeing the result, unlike with film), even if most digital images are never printed. The digital camera has radically changed how pictures are enjoyed, and it is not exclusively through prints anymore, as consumers can now view, share, and otherwise store their images electronically in ways. Consumers have much more control now as to when to decide to want to make prints, and by what method.

In 2003, 56 Billion digital photo exposures were taken worldwide, with growth to 144 Billion in 2005 and an estimated 312 Billion by 2008.¹⁸ The number of captured digital images in the USA (not including camera phones) has grown from 7.8 Billion in 2003, 12.9 Billion in 2004, 17.1 Billion in 2005, and an estimated 21.7 Billion in 2006. At the same time, the number of digital prints made by all methods has grown from 1.5 Billion (19.2% of total captured) in 2003, 3.1 Billion (24% of total) in 2004, 4.5 Billion (26.3% of total) in 2005, and an estimated 6.4 Billion (29.4% of total) in 2006. Film and digital cameras combined produced 14% fewer prints between 2000 and 2005 including retail, online, and home alternatives. Including prints made at home, the total value of printing was higher at $6.81 Billion in 2005 than the $6.23 Billion in 2000.¹⁹

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¹⁵ All figures here from PMA Marketing Research: Photo Industry 2006 Review and Forecast

16 InfoTrends

17 PMA Marketing Research: Photo Industry 2006 Review and Forecast

18 Hewlett Packard (HP)

19 PMA Marketing Research: Photo Industry 2006 Review and Forecast

The growth of printing at retail has recently outpaced home printing, and is expected to continue to do so in the next couple of years, for a variety of reasons. This is reflected in relative home and retail printing volumes. For the first time since the introduction of digital cameras in the US, retail and online entities were the top destinations for digital printing in 2005. By 2008, of the digital photo exposures that get printed worldwide, 56 Billion or 43% were printed by retailers. Translated into photofinishing revenue, it is predicted that digital photofinishing at retail, from both store location drop-off and online orders, will be a $6.2 Billion industry by 2008. In 2000, 89% of all digital image printing was done at home with only 4% at retail, but by 2004, home printing had fallen to 56% with retailers printing 34% of all digital images. By 2010, it is expected retailers will be printing 45% of all digital images.²⁰

The number of prints ordered online and mailed to consumers' homes peaked at 9 percent of the total prints made in 2005, up from under 7 percent the year before. The market share of pure online printing has faced increasing pressure from the increasing availability of cheap printing options at retail which are taking print orders in store (including at kiosks), and replicating the online entities' offering of online ordering of prints without corresponding shipping charges. Further, retailers are able to significantly improve the consumer experience by allowing in-store print pick-up at a convenient location shortly after order placement online.

The above trends suggest continued growth opportunities for the future, and though more current trends are not yet available, we expect that the trends outlined above will continue into the future.

* Data Sources: PMAI/PMA, InfoTrends, NPD Group Inc., IDC, Gartner Group, iSuppli, Mizuho Securities (Japan), CIPA (Japan), Parks Associates, Wall Street Journal, Fuji, Hewlett Packard (HP)

Products

The PNI Digital Media Platform

On May 10, 2001 the first retail Plaform members outfitted with their own branded Internet sites were activated onto our PNI Digital Media Platform. These retailers accept the upload of images that originate within digital cameras or have been scanned within the store environment to sites we create and host. Our Platform is a transparent component to the consumer, existing solely as the technology backbone of the retailer's digital imaging strategy. The service enables retailers to offer a variety of products to their customers, from standard 4x6 prints to various gift items as well as certain non-photographic based products such as business cards and stationary. The service is designed to prompt end users to purchase gift items in addition to their 4x6 prints, thus increasing sales for our customers and increasing our revenues.

With the establishment and launch of our Platform, we distanced ourselves from our immediate past of being an Internet photofinishing "mail order" service into an Internet infrastructure company that owns retail relationships and manages a Platform environment that today is focused on delivering digital imaging and personalized product creation from order origination to fulfillment.

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²⁰ InfoTrends

In October 2002, we launched our Platform with our first large retail chain, Black Photo Corporation ("Black's"). Black's was a wholly owned subsidiary of Fuji Film Canada. Black's owned and operated 136 photo retail stores across Canada under the Black's and Astral banners. As part of our Network, we developed a fully syndicated white branded site atwww.blackphotocenter.com, which prints back to a large Canadian wholesaler and is then delivered back to a Black's location of the customer's choice for pickup, or is mailed or couriered back to the customer, at the customer's option. In September 2004 Black's began to connect their retail locations to allow for prints ordered through our Platform to be directly printed in the retail location selected by their customer for pickup. Black's continues as our customer today.

During fiscal 2003, we increased our retail photofinishing base to include such companies as Wal-Mart Canada, and Giant Eagle, Inc. in the United States. During fiscal 2004, we continued to add new photofinishing retailers, including Konica Minolta Photo Imaging USA, and expanded our offering to provide online image printing and picture messaging services to wireless carriers, with the launch of our first wireless carrier, TELUS Mobility. During fiscal 2005, Wal-Mart Canada began to connect their retail locations to allow for prints order through the PNI Digital Media Platform to be directly printed in the retail location selected by their customer for pickup. Since 2007 we have added Walmart Puerto Rico and Walmart Argentina to the PNI Digital Media Platform. During fiscal 2006 we launched our first large US based retailer, CVS pharmacy. In June of 2007 we became Fujifilm Canada's preferred partner for the provision of online digital print services, and further to that partnership la unched the PhotoChannel Network on Shoppers Drug Mart and Loblaw Companies Limited in Canada in September of 2007 and March of 2008, respectively. We are now the dominant provider of online ordering and digital print connectivity for retailers in Canada. In the United States we won contracts with and launched SAMS Club and Costco in March and June, 2008, respectively. In April 2008 we expanded geographically into Australia with a partnership with Kodak Australia to connect Kodak-preferred retailers to the PNI Digital Media Platform. In May 2008, we expanded into China via a partnership with Kodak China, connecting Kodak China retailers to the PNI Digital Media Platform. Also in May of that same year, we partnered with Hallmark PLC in the UK to provide online creation and ordering of greeting cards using the PNI Digital Media Platform. In September 2009, we further extended our business with Hallmark PLC by offering personalized, on-demand greeting card services via the Internet from Marks & Spencer w ebsite using the PNI Digital Media Platform.

Wal-Mart Canada has connected all of their 340 retail locations, Black's has connected all of their 113 retail locations, Costco Canada has connected all of their 77 retail locations, CVS/pharmacy in the United States had connected 7,065 of their locations, Sam's Club USA has connected 559 of their locations and Costco US has connected all 398 of their locations enabling all directly connected locations to offer a one hour digital printing solution from online ordering.

Our Platform is not restricted to the provision of digital imaging services. We can provide a range of personalized products that can be created, ordered and routed over the PNI Digital Media Platform to our customers. In 2008, we extended the PNI Digital Media Platform to include creation and on-demand ordering and routing of greeting cards from a website. This extension of the PNI Digital Media Platform has been populated across some of our existing retailers, and has also been used to acquire new retailer customers. During 2009 we announced the launch, in partnership with Walmart Canada of business printing services. This new service which is being offered by Walmart Canada allows consumers to create and order a variety of business items including business cards, stationery and promotional items through their existing website.

Pixology Kiosk Technology

With the acquisition of Pixology on July 2, 2007, we added kiosk software to our product offering. Pixology was focused exclusively on the photofinishing market and had developed software and networks that enable equipment manufacturers and retailers of photofinishing services to substitute the analogue film environment with new digital infrastructure. Pixology's customers were principally companies located in the United States, Japan and the United Kingdom, and include Costco in the United States.

Pixology had two principal product offerings - in store kiosk technology and an online digital printing solution which is similar to our Network offering. Pixology's focus was in the delivery of software for in store Kiosks, which enable customers in retail stores to upload their pictures for printing within such retail store, and for ordering gift items for future delivery. Pixology had been providing this service in the retail environment for four years prior to our acquisition. We have taken over this service and provide it to a number of retail customers including Tesco and Costco. During the year ended September 2008 Jessops gave notice that they would not renew their contract at the end of its term in August 2009.

Red-eye correction technology

As part of the acquisition of Pixology, we acquired the IRISS red eye correction software. This software was not considered core to the Company's future plans and upon the expiration of the contracts that were in place at the time of the acquisition, the Company made the decision to dispose of these assets. Accordingly, in March 2009, the Company entered into a licence agreement with a third party granting them an exclusive right to further develop, market and sub-licence the technology with complete ownership passing to them upon reaching certain financial milestones.

WorksMedia Software Technology:

With the acquisition of WorksMedia Ltd on February 25, 2009, we further extended the capabilities of the PNI Digital Media Platform by adding extensible rich-media software to kiosks, desktop software and online websites. The principal deployment of the WorksMedia software has been on in-store kiosks. This software differs from the solution acquired with Pixology, in that it is focused on rich-media experiences for the end user, and is highly portable across almost any medium, including mobile phones. Furthermore, the software, given the nature of its flexibility, can support the creation of personalized photo gifts or other personalized products beyond simple photo prints in a kiosk environment, thereby creating another "on ramp" to the PNI Digital Media Platform for personalized products.

WorksMedia provided the software solution to a range of retailers and resellers including Blacks Photography Corporation, Fujifilm UK, and others. On April 30^th, 2009, we deployed the WorksMedia Software, now branded as the PNI ConnectedKiosk Program, with in-store kiosks in Fred Meyer and King Soopers grocery chains in the USA. On July 9^th, 2009, we announced the addition of a series of resellers of the WorksMedia Software including Retail Imaging Management Group and Photo Gift World Ltd. Additionally, the PNI ConnectedKiosk Program would power the online photo services site PixureThis for Associated Foods Stores in the USA.

Summary of Gross Revenues

During the three years ended September 30, 2009, our revenue was generated as follows:

	Year Ended September 30,
	2009		2008		2007
PNI Digital Media (Canada)	$ 17,344,257	71%	$ 8,425,160	49%	$ 5,321,247	71%
Pixology	6,431,148	26%	8,624,427	51%	2,190,081	29%
WorksMedia	671,164	3%	-		-
Total Revenue	$ 24,446,569		$ 17,049,587		$ 7,511,328

Competition

Online photo print services

Internet photography service providers offer different services, some associated with photofinishing, personalized photo gifts, stationary and small business printing collateral, others with archiving and sharing, and some provide a comprehensive photo community service. The following are the common services provided:

Content - the ability to offer uploading through photofinishing or other devices, as well as photo enhancing options. Internet portals can charge for the uploading service or provide it free of charge. Some companies offer the content for online photography community sites, promoting photographic education via articles and photo-magazine subscriptions or via a chat platform and lectures with professional photographers.

Sharing/Albums - via the creation of albums and archives, many of the sites offer the ability to view and share photos.

Photofinishing - is generated through prints, reprints, enlargements, gift items and sales of photo hardware and supplies.

Community - communities offer an interactive location where the user can find a one-stop-shop catering to photography.

We offer all of these services, except community and related content/education, through our syndicated websites.

Printing of Digital Images

Our online business model of being an open, scalable and secure network provider for the photofinishing industry is currently unique. The most notable names in the online photofinishing business, names such as Kodak's Gallery (formerly known as Ofoto, and now fully reincorporated into Kodak proper) and Shutterfly, do not currently compete for our retail customers. These companies have focused on a pure business to consumer model of online photofinishing. These companies are competing directly with the established "mail order" players such as Mystic Color and District Photo (the world's largest mail order photofinishing operator). It is worth noting that mail order generally declined as a market force over the last decade as the one-hour onsite operations of retailers came to dominate the photofinishing landscape. We believe consumers will continue to show a preference for the in-store printing solutions offered by our retailers.

Our kiosk business model going forward is one of connecting with our Platform to offer a turnkey (online and in-store) digital printing solution. This solution will provide the same look and feel to the consumer whether they are ordering prints online or in-store from the kiosk. It permits the consumer to access their online account from the in-store kiosk. This advantage will allow consumers to order prints and gifting products from their online albums while in the store or upload digital images from the kiosk into their online album(s) saving all in one step. We believe consumers, as with the automated banking machines, will continue to utilize the in-store kiosk even as the use of online becomes more common practice.

Our most significant online competitor is HP's Snapfish. Prior to HP's acquisition of Snapfish in 2005, Snapfish was focused on a pure business to consumer model, competing with Kodak's Ofoto (at the time) and Shutterfly. During 2005, Snapfish entered the distributed printing model (as used by us) when it signed Costco USA. Immediately thereafter it was purchased by HP for an undisclosed amount. Although Snapfish now competes with us under a distributed printing model for retailers they continue to operate their business to consumer ("mail order") model, which is in essence a competitor to the retailers that they aspire to contract with. We believe that continuing to support the business to consumer model may send a mixed message to the retailer and this may be an advantage to us, as we compete with Snapfish for large US retailers.

Our most significant kiosk competitor is Kodak with more kiosks in the marketplace today than any other manufacturer. We believe that going forward we will have an advantage over Kodak with an integrated online/kiosk solution, at which time our main competitor may become HP as it too has a kiosk technology similar to ours but still mandates that the retailer buy kiosk hardware to get the HP software experience. Other kiosk manufacturers are Fuji Film, Lucidiom, HP and Beaufort.

Photofinishing retailers are our true customers. Organizations such as Kodak, Fuji, Hewlett Packard and DaiNipon also compete with our service in varying manners, but all also work with retailers in terms of providing equipment to scan silver halide images to digital, digital print equipment and some provide online storage and web site hosting. We believe that we can co-exist in many retail environments with these other industry players without directly competing with them, as our services are independent of the type of digital imaging hardware the retailer prefers to use. We also believe that we can deliver the secure network component and lab broker system of delivering print orders from outside parties without having to compete on the equipment, hosting and storage business. Some larger retailers have created internal networks, however, such networks are restricted to that retailer's stores.

One of our strengths is that we offer a complete solution that creates a secure and open network and kiosk software, both of which are agnostic to the brand of digital minilabs and kiosk hardware being utilized by the photofinishing retailer. This allows different retailers and web properties to do business together if they so desire. Up until now, the climate has been fairly one-dimensional with closed, non-integrated networks and software. Our business model allows us to create a multi-dimensional digital image solution.

Our current customers, when given the alternative of "white labelling", have gravitated quickly toward our solutions of technology coupled with our private label branding, service and flexibility. Photofinishing retailers need innovative digital imaging goods and services.

We believe that one of differentiating factors is the advantage being a small and efficient organization to make speedy and informed decisions. This flexibility means the retailer or their customer does not have to go through levels of bureaucracy to get a decision, act upon it and have a solution implemented. We believe that the principal factors enabling us to compete, include: a complete solution service; strategic market positioning; channel distribution; and the functionality and architecture of our technologies. The relative importance of each of these factors depends upon the specific customer involved.

C.Organizational structure

We have six (6) wholly owned subsidiaries, Pixology Limited, Pixology Software Limited, Pixology, Inc. and WorksMedia Limited are all active and PhotoChannel Capital Inc. and PhotoChannel Management Inc are inactive. We acquired Pixology Limited, Pixology Software Limited and Pixology, Inc. in connection with the acquisition of Pixology plc and WorksMedia Limited as part of the acquisition of the WorksMedia business that was completed in March 2009. Our U.K. and kiosk operations are operated out of Pixology and WorksMedia. PhotoChannel Capital Inc. was incorporated on January 25, 2000 to undertake the sale and distribution of units of PhotoChannel.Com Limited Partnership and is the sole shareholder of PhotoChannel Management Inc. PhotoChannel Management Inc. was incorporated on January 25, 2000 and is the general partner of the PhotoChannel.Com Limited Partnership. The PhotoChannel.Com Limited Partnership is inactive and does not carry on any business.

D.Property, plant and equipment

Our executive offices are located at Suites 590 and 450 - 425 Carrall Street, Vancouver, British Columbia, Canada, V6B 6E3. The premises currently comprise approximately 9,820 square feet in an office building and are leased from an unaffiliated party. The company's main lease expired in July 2009 and was extended on identical terms for a further period of five years. The base monthly rent is approximately $10,229.

Our Platform equipment is located at two of TELUS Corporation's co-located hosting facilities, which are located at 73 Laird Drive, East York, Ontario, Canada and 5 - 3777 Kingsway, Burnaby, British Columbia, Canada, V5H 3Z7. The premises are under contract from an unaffiliated party for a period of sixty and thirty-four month periods, respectively. The leases expire on November 16, 2012 and September 16, 2010, respectively. The base monthly rent in Toronto, including prepaid monthly bandwidth usage of 200 Mbps, is approximately $80,286 and in Vancouver, including prepaid monthly bandwidth usage of 100 Mbps, is approximately $19,410.

Our office from which Pixology operated until we relocated our UK operations to our Southampton office is located at 20 Priestly Road, Surrey Research Park, Guildford, Surrey GU2 7YS, UK. The premises currently comprise approximately 3,332 square feet in an office building. The premises are leased from an unaffiliated party for a period of 5 years expiring on April 24, 2013. The base monthly rent is approximately $12,000. We are actively seeking to sublet these premises.

Our Pixology data base and network equipment is located in two data facilities: Redbus, Sovereign House - Interhouse, 227 Marsh Wall, London E14 9SD; and Telehouse Docklands, Coriander Avenue, London E14 2AA. The premises are under contract from unaffiliated parties for a period of thirty-six months expiring February 2009. Subsequent to the expiration of this three-year agreement, the Company is continuing to use the data facilities on a month-to-month basis. The base monthly rent is approximately $26,000.

Our WorksMedia offices are located at Suite 4, Medina Chambers, Town Quay, Southampton, SO142AQ UK. The premises are shared with another company which is part owned by an officer of the company and comprise a total of 3,350 square feet in an office building. Our UK operations use approximately 60% of this space. The lease agreement for the premises is held by the related party directly with the owners of the building and we reimburse the related party for our share of the monthly rental costs in accordance with a services agreement that was put in place at the time of acquiring WorksMedia. The base monthly rent is approximately $4,800.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

General

In this section, we explain our consolidated financial condition and results of operations for each of the years ended September 30, 2009, 2008 and 2007. As readers read this section, they may find it helpful to refer to our consolidated financial statements at the end of this annual report and the information contained in the section entitled "Selected Financial Data" in Item 3 of Part I of this annual report.

Our consolidated financial statements were prepared in accordance with Canadian GAAP. See Note 23 to the consolidated financial statements for the year ended September 30, 2009 for a discussion of material measurement differences between Canadian and US GAAP, as it relates to us.

Critical Accounting Policies

The preparation of our consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Our estimates are based upon historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of our ongoing evaluation of these estimates forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses, which are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.

Our critical accounting policies are those that affect our consolidated financial statements' materially and involve a significant level of judgment by management. A summary of our significant accounting policies, including the critical accounting policies discussed below, are set forth in Note 2 to our consolidated financial statements.

Intangible assets acquired both individually or with a group of other assets are initially recognized and measured at cost. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their relative fair values. Intangible assets with finite useful lives are amortized over their estimated useful lives. The amortization methods and estimated useful lives of intangible assets are reviewed annually. Intangible assets with indefinite useful lives are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test compares the carrying amount of the intangible asset with its fair value, and an impairment loss would be recognized in income for the excess, if any.

Intangible assets with finite useful lives include acquired software and customer relationships and are amortized over their estimated useful lives of three years.

Goodwill is allocated as of the date of the business combination to our reporting units that are expected to benefit from the synergies of the business combination and, in the event of a reorganization of reporting structure, is reassigned to the reporting units affected. The reporting units identified for goodwill impairment testing are the operating segments of the Company due to the manner in which the Company is managed internally and financial information is presented.

Goodwill that arises from the Company's acquisitions is allocated to each of the reporting units that are expected to benefit as a direct result of the transaction. This allocation is made using an acquisition method which involves firstly determining the fair value of the business acquired and then allocating this value to the respective reporting units. The amount of goodwill is then determined by deducting from the consideration allocated to each reporting unit the net assets assigned to each reporting unit.

Goodwill is not amortized and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill of the reporting unit is considered to be impaired when the carrying amount of the reporting unit exceeds its fair value.

An impairment loss, if any, would be recognized as a separate line item in the statement of earnings.

The Company carries out an annual impairment test on September 1 of each year. In carrying out the annual impairment test during the year ended September 30, 2008, the estimated fair value of the reporting units was arrived at by using a discounted cash flow model for each reporting unit. This approach involved management developing its best estimate of the expected future cash flows from the business over the remaining expected life of the reporting unit.

At September 1, 2009, the time of the Company's goodwill impairment test, the carrying value of goodwill on the Company's balance sheet was allocated 62% to its Canadian reporting unit and 38% to one of its UK based reporting units. In carrying out the goodwill impairment test, it was estimated that the fair value of the Canadian reporting unit was approximately 3 ½ times greater than the value of that unit's net assets, including goodwill. The fair value of the UK based reporting unit was estimated to be approximately 1 ½ times greater than the value of that unit's net assets, including goodwill. In building the estimates of fair value, it was necessary for the Company to estimate future cash flows. In doing so, a number of key assumptions were made, including estimated future growth rates and the ability of the Company to continue operating without the loss of any significant customers during the forecast period.

We recognize asset retirement obligations with respect to the restoration of leased office premises in the United Kingdom at the end of the lease term to their original condition. We estimate fair value by determining the current market cost required to settle the asset retirement obligation, adjusts for inflation through to the expected date of the expenditures and discounts this amount back to the date when the obligation was originally incurred. As the liability is initially recorded on a discounted basis, it is increased each period until the estimated date of settlement. The resulting expense is referred to as accretion expense and is included in general and administrative expenses. We review asset retirement obligations on a periodic basis and adjust the liability as necessary to reflect changes in the estimated future cash flows and timing underlying the fair value measurement.

The Company has a stock option plan, which is described in Note 10 to the financial statements. In November 2001, the Canadian Institute of Chartered Accountants issued Handbook Section 3870, "Stock-Based Compensation and other Stock-Based Payments". Section 3870 sets out a fair value based method for the recognition, measurement and disclosure of certain stock-based compensation and other stock-based payments made in exchange for goods and services. The standard requires the use of the fair value based method for direct awards of stock, stock appreciation rights and awards that call for settlement in cash or other assets. Awards that a company has the ability to settle in stock are recorded as equity, whereas awards that the company is required to or has a practice of settling in cash are recorded as liabilities. This section applies to certain awards outstanding on the date of adoption, being October 1, 2004 for the Company, and relates to all awards granted on or after October 1, 2002 . Previously, the company disclosed the pro forma effect of employee stock based compensation expense in the notes to the financial statements.

As a result of adoption, the Company applied the recommendations with retroactive application and recorded and recognized a compensation expense of $1,511,504, $799,750 and $215,084 for stock options issued to employees for the years ended September 30, 2008, 2007 and 2006, respectively.

Special Note Regarding Forward-Looking Statements

We have made forward-looking statements in this annual report that are subject to risks and uncertainties. Forward-looking statements include information concerning our possible or assumed future results of operations. Also, when we use such words as "believe," "expect," "anticipate," "plan," "could," "intend" or similar expressions, we are making forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks are discussed in Item 3.D "Risk Factors." In particular, the statements contained in Item 4.B "Business Overview", this Item 5 "Operating and Financial Review and Prospects" and Item 11 "Quantitative and Qualitative Disclosures About Market Risk" are inherently subject to a variety of risks and uncertainties . Given these uncertainties, we caution readers not to place undue reliance on such forward-looking statements.

We expressly disclaim any obligation or undertaking to provide an update or revision to any forward looking statement contained herein to reflect any change in our expectations or any change in events, conditions or circumstances on any which any statement is based, except as required by applicable law. You should carefully review the cautionary statements and risk factors contained in this and other documents that we file from time to time with the Securities and Exchange Commission.

A.Operating results

The Company has built its business around being a technology producer and integrated provider of services for the photofinishing retailer.

During 2003 and 2004, we deployed our services to photofinishing retailers. With these deployments, increased volumes and changes in the industry, during 2005 we embarked on the architecture, development and deployment of a new network platform, which we launched during 2005. Our new platform now allows us to deliver all orders received to the selected retailers' or wholesalers' digital minilabs within one hour of receipt, as well as enhancing our platform to permit easier, more cost effective launching of new retailer sites. From 2005 to date, we added a number of retailers to our new network platform, including Wal-Mart, Costco and Loblaw in Canada and CVS/pharmacy, Costco and SAMS Club in the United States, and Asda in the United Kingdom.

During 2007, we acquired Pixology and added a kiosk software to our product offering. Pixology is focused exclusively on the photofinishing market and had developed software and networks that enable equipment manufacturers and retailers of photofinishing services to substitute the analogue film environment with new digital infrastructure. Pixology's customers were principally companies located in the United States, Japan and the United Kingdom, and include Costco in the United States, Canada and Mexico and Tesco, Boots, Asda and Jessop's in the United Kingdom. In 2008 Boots commenced using a new photo online provider and Jessops provided us with notice that they would not be renewing our contract for kiosk software which expired in August 2009.

Pixology had two principal product offerings - in store kiosk technology and an online digital printing solution which is similar to our Network offering. Pixology's focus was in the delivery of software for in store Kiosks, which enable customers in retail stores to upload their pictures for printing within such retail store, and for ordering gift items for future delivery. Pixology had been providing this service in the retail environment for the past four years. We have taken over this service and currently provide it to a number of retail customers including Tesco and Costco.

During 2009, we acquired WorksMedia and added further kiosk and desktop software to our product offering. WorksMedia is focused exclusively on the photofinishing market and had developed kiosk and desktop software that allowed consumers to order prints and personalized gift items from digital photographs. WorksMedia's customers are located across a wide geographic area including the United Kingdom, Europe, South Africa and Australia and Include Fuji, 1^st Digital, Foss Fotech, TS Procon, New Teltron, Athentech and Black Photo Corporation. WorksMedia has been in operation for approximately five years and we have now taken over responsibility for the contracts they had in place at the date of acquisition.

Years Ended September 30, 2009 and September 30, 2008

Revenue

Revenues for the year ended September 30, 2009 show significant growth of 43% year on year reaching $24,446,569.

While during 2009 we saw strong growth has been seen in a number of areas, the most significant element remains the year on year increase in transaction fees which are up 56% or $6,517,910 compared to the prior year. This growth has been achieved through the organic growth of existing customers and as a result of recording revenues for the whole year from a number of customers who were obtained part way through 2008 and who therefore only contributed revenue to part of that year. A total of 14.6 million orders were placed through the PNI platform during fiscal 2009, almost double the number seen in fiscal 2008. The Company has also benefitted from the acquisition of WorksMedia Ltd which was acquired during March 2009 and which contributed revenue, primarily through the sale of software licenses and the earning of membership fees during the latter part of the year.

Transaction fees represented 74% of total revenue for the year ended September 30, 2009 compared to 68% during the comparable period in fiscal 2008 and continue to demonstrate how the Company has moved over the past few years to position itself so that it is able to obtain more exposure to the underlying level of transactions experienced by our retail partners allowing us to grow as they do without incurring additional costs. During the year we assumed one-time marketing related costs of $402,708 in partnership with a customer which under GAAP were recorded as a reduction to transactional fees recorded. The Company believes that this expenditure will result in long-term benefits from increased traffic through its network.

Installation fees remained flat year on year at $3,927,506. A large portion of revenue from this source continues to track at consistent year on year levels through recurring license fees earned from some of our United Kingdom based customers. Other elements of this revenue is non-recurring and is earned either through developing and installing new sites for customers or by making sales of kiosk software licenses. Approximately 90% of this revenue was earned through our UK operations and as a result of this, was earned in Sterling. The value of Sterling relative to the Canadian dollar has on average been 8% less during fiscal 2009 compared to 2008, therefore although our recorded revenue on a consolidated basis is flat year on year, underlying sales in this area have risen by approximately 9%. A number of our contracts that provide for recurring revenue in this area will be expiring during fiscal 2010 and therefore sales will become more difficult to predict as they will primarily becom e one-off in nature.

Membership fees are earned either through monthly fixed fees based on the number of locations customers have connected to the Company's platform or through annual recurring service and maintenance revenue from customers who have purchased our kiosk software. Revenue from this source has grown strongly over the past twelve months, being 69% greater year on year representing an overall increase in the number of customer locations now connected to our network as a result of existing customers expanding their own operations and also as a result of the Company's acquisition of WorksMedia during the year. WorksMedia has an established base of more than 3,000 kiosks worldwide using its kiosk software and earns recurring service and maintenance revenue from most of these installations.

Professional fees have shown an overall decrease of 19% or $89,878 as they have fallen to $378,118 during the year ended September 30, 2009. This has been primarily as a result of a significant decline of more than $300,000 year on year in the value of e-mail marketing campaigns carried out on behalf of a number of our customers as they moved to carry out these campaigns internally. Despite this reduction, additional one off projects have been taken on during the year allowing the majority to be offset.

Archive fees, which represent charges made to our customers after the volume of data held on their behalf reaches pre-determined limits have increased by 201% during fiscal 2009. While the past twelve months has seen revenue from this source grow, our customers remain in charge of the business rules offered to their consumers around storage and therefore future revenue growth in this area could be curtailed should any of our customers stop providing their own customers with free storage solutions.

Operating Loss and Expenses

We recorded a loss from operations for the year ended September 30, 2009 of $1,879,827, representing an improvement of $7,153,862 compared to the same period last year.

A comparison of operating results and non-operating events for the two years ended September 30th are set out in the table below.

Description	2009	2008
Loss from operations	$ (1,902,296)	$(9,240,145)
Other items	132,630	523,119
Net loss under Canadian GAAP for the year	$ (1,769,666)	$(8,717,026)
Change in fair value of embedded foreign currency derivative related to warrants	22,531	4,671,206
Net loss under US GAAP for the year	$ (1,747,135)	$(4,045,820)
Unrealized foreign exchange loss on translation of self-sustaining foreign operations	(652,661)	(346,964)
Comprehensive loss for the year	$ (2,399,796)	$ (4,392,784)

Expenses excluding non-cash items

Description	Twelve Months Ended 2009	Twelve Months Ended 2008	Change	% Change

Network delivery	$ 6,617,907	$ 7,364,982	$ (747,075)	(10)%
Software development	6,855,187	6,379,553	475,634	7%
General and administration	3,821,662	3,689,489	132,173	4%
Sales and marketing	1,024,378	998,574	25,804	3%
	18,319,134	18,432,598	(113,464)	(1)%

Share-based compensation	2,016,015	1,511,504	504,511	33%
Amortization	6,013,716	5,259,053	754,663	14%

Total	$ 26,348,865	$ 25,203,155	$ 1,145,710	5%

Total expenses for fiscal 2009 are 5% greater than fiscal 2008, although excluding non-cash expenditures of share-based compensation and amortization, controllable cash expenses fell by 1%, continuing the trend seen through the earlier part of the year.

Network delivery costs decreased $747,075, or 10% during the year. Consistent with results for the first three quarters of the year, most of this decrease is due to a reduction in the direct cost of fulfilling products and costs relating to running e-mail marketing campaigns on behalf of a number of our customers. These reductions have been offset by increases in hosting charges as a result of establishing a Canadian datacenter in Toronto during the second quarter of fiscal 2008 as well as increased costs associated with offering customer support functions on behalf of a number of customers during the first half of 2009 which was not being done during the first half of fiscal 2008.

Software development expenses have increased $475,634 or 7% year on year. Approximately one third of this increase is a direct result of the WorksMedia acquisition which took place in March 2009 and the additional development team that was taken on at that time. The remainder of the increase was due to the use of contractors during certain parts of the year as a number of projects were completed on behalf of customers. During the year the Company has taken steps to maintain or where possible, reduce staff numbers and costs and has instead utilized the services of contractors on an as-needed basis to help periods of additional workload. Outside of staffing costs, steps have been taken to reduce all other costs in this area, including travel, staff training costs and general running cots of the department. Staffing requirements continue to be monitored on a regular basis with reference to upcoming projects for new and existing customers, ongoing commitments to maintain current service o fferings for existing customers as well as new product development. In addition, steps were taken during the year to reduce the level of development headcount at our United Kingdom operations which should result in significant cost savings in this area in future periods, although one time restructuring costs of approximately $40,000 were incurred as a result of this. While the Company continues to maintain development resources at levels consistent with the prior year, future projects from either existing customers or potential new ones could result in additional resources being taken on. Such projects will only be undertaken should forecasted related revenues justify.

General and administration expenses have increased by 4% or $132,173 during the year. While slight increases year on year have been experienced in salary costs, significant cost reductions have been achieved in many other areas including travel and all office related running costs, including a $140,000 reduction in annual rental costs as a result of renegotiating the UK based office lease part way through fiscal 2008. As a result of the Company's decision to relocate all of its UK based staff to its Southampton location and to shut down its Guildford office, it was necessary however to record a one-time provision of approximately $209,000 relating to the Guildford lease costs that are expected to be unrecoverable over the remaining term of that lease. The Company is actively attempting to sub-let this office space, however due to the current state of the rental property market in Guildford, it is envisaged that this may not be possible for a number of months. Excluding this one-time cha rge, general and administration costs would have decreased year on year. The Company fully intends to continue scrutinizing administrative costs and will take further steps in future periods to reduce non-essential expenditures. Changes in the current strategy of the Company or the continued large-scale growth of the business could however result in further cost reductions in this area not being achievable or in costs increasing.

Sales and marketing expenses increased by 3% to $1,024,378 during the current year, all of which was as a result of acquiring WorksMedia and incorporating their sales team into the group. Following on from this acquisition, the Company developed a new marketing and business development plan and began cross training staff on the products and services offered by each respective company. This new plan is now in the process of being implemented and is targeting aggressive growth for the Company through not only acquiring new customers but also by helping existing customers grow their own businesses which will in turn will lead to increased revenue for us.

Share-based compensation costs, representing both the cost of the company's stock options that are issued to employees, directors and consultants of the company and compensation expense associated with shares issued as part of the acquisition of WorksMedia, have increased year on year by 33%. This increase is in part due to the large number of stock-options that were provided to plan participants at the end of the second quarter of fiscal 2008; the higher relative fair value that was assigned to those options compared to previous options that had been issued; and also as a result of the shares that were issued during March 2009 in connection with the acquisition of WorksMedia.

Amortization increased by 14% year on year to $6,013,716. The amortization charge for the year to date is in line with that seen towards the end of fiscal 2008 and primarily relates to a mixture of both the amortization of intangible assets acquired from Pixology and also items of property and equipment, but was also increased during the third quarter as a result of the intangible assets acquired as part of the WorksMedia acquisition in March 2009. These new intangible assets which have been allocated a fair value of approximately $2.6 million will be amortized over a three-year period, commencing in March 2009. Subsequent to the acquisition of WorksMedia, the Company recognized certain tax benefits relating to loss carry-forwards available in Pixology in order to offset a potential future income tax liability. This had the effect of reducing intangible assets previously recognized regarding the Pixology acquisition by $301,390. In addition, a further adjustment was made totalling $151 ,000 which recognized the tax benefit of previously unrecorded loss carry-forwards available to the Company to reduce current year income taxes payable. This adjustment also resulted in a reduction to the carrying value of intangible assets previously recognized. As a result of these two adjustments, the amortization of these assets will be reduced by approximately $92,000 per quarter over their remaining estimated useful life.

Other income and expenses

During the year ended September 30, 2009, the Company recorded realized foreign exchange gains of $115,526 and unrealized gains of $435,467. The unrealized gains arose primarily as a result of the retranslation of inter-company balances between the UK subsidiaries and the Canadian parent, whilst the realized gain arose primarily as a result of favourable changes in Canadian dollar exchange rates relative to the US dollar between the time sales invoices were raised and the receipt of funds. Towards the end of the year the strengthening of the Canadian dollar relative to the US dollar began impacting results negatively as amounts being collected from customers in the United States was lower than the amount originally invoiced.

Years Ended September 30, 2008 and September 30, 2007

Revenue

Revenue for fiscal 2008 is 127% greater than fiscal 2007, due to a combination of the acquisition of Pixology during the fourth quarter of 2007, the addition of large new retailers during the year and the organic growth of PhotoChannel's existing operations over the past twelve months.

Excluding results generated through the acquisition of Pixology, revenues of the PhotoChannel operations increased 58% compared to 2007. This increase was primarily attributable to two factors: organic growth in usage of the Network from customers of our photo-finishing retailers; and the addition of a number of new retail customers during the latter part of the year. We believe that organic growth will continue to grow as the Internet is increasingly adopted by consumers as a means to print images and gifting products. Based upon our past experience, we have traditionally seen an ongoing increase in the use of our service as in-store printing is adopted.

Transaction fees increased 141% compared to 2007 and represented 68% of total revenue for fiscal 2008 compared to 64% in fiscal 2007. This increase in overall transactional revenue has been achieved despite seeing an increase of 189% year on year in installation fees which arose primarily as a result of Pixology charging annual license fees rather than fees based on the level of transactions undertaken. The Company continues to pursue its long-term goal of moving towards a transactional-based revenue model and the results in 2008 demonstrate the success being achieved in this area.

Excluding the results of Pixology for the year, transaction fees represent 78% of the total revenue of the operations that were in existence prior to the acquisition and represent the single largest source of revenue for the Company.

Professional fees were up $68,735 or 17% compared to 2007, as we provided more email marketing assistance to our retailer base. We have seen that email marketing by our retail partners leads to increases in the number of orders placed by their customers and a related increase in transactional fees to us. We expect to continue assisting our customers in the future as requested, in order to drive additional orders through our Network.

Revenue from installation fees increased 189% compared to 2007, primarily as a result of revenue earned through Pixology relating to licence fees charged to customers. These license fees are an annual fee for the use of software and are recognized into revenue over the period to which access to services are provided. Installation fees in PhotoChannel were $192,900 lower in fiscal 2008 compared to fiscal 2007. This is a direct result of the majority of its customers having previously connected their stores to the PhotoChannel Network. In previous years, installation revenues have primarily consisted of lab system installations in our retail partner locations to enable one-hour printing, but also include a nominal monthly charge for licensing fees. Many of our new retail partners are electing to install or have already installed their own lab systems. We expect this trend will continue, leading to reduction of our revenues related directly to lab system installations.

Storage fees of $210,901 were earned during 2008, compared to $60,010 in 2007. This increase was the result of certain customers reaching pre-determined thresholds, after which we charge a monthly storage fee. Our customers remain in charge of the business rules offered to their consumers around storage and therefore future revenue growth in this area could be curtailed should any of our customers stop providing unlimited free storage.

Operating Expenses and Net Loss

We recorded a loss from operations for the year ended September 30, 2008 of $8,276,760, representing an increase of $3,529,272 or 74% compared to the same period last year. The increased loss during 2008 includes an amount of $3,214,908 representing a full year of amortization of intangible assets acquired at the time of the Pixology acquisition, compared to $574,173 recognized during 2007. Excluding this expense, the loss from operations increased by $888,602, or 19% primarily as a result of increased salary and non-cash stock-based compensation expenses as additional staff were recruited to allow the Company to develop sites for its new retail customers. The costs associated with these new staff are incurred well in advance of revenues from the new customer sites.

A comparison of operating results and non-operating events for the two years ended September 30th are set out in the table below.

Description	2008	2007
Loss from operations	$ (8,276,760)	$ (4,747,488)
Other items	(462,053)	(1,324,748)
Net loss under Canadian GAAP for the year	$ (8,717,026)	$ (6,072,236)
Change in fair value of embedded foreign currency derivative related to warrants	4,671,206	268,089
Net loss under US GAAP for the year	$ (4,045,820)	$ (5,804,147)
Unrealized foreign exchange loss on translation of self-sustaining foreign operations	(346,964)	(809,569)
Comprehensive loss for the year	$ (4,392,784)	$ (6,613,716)

Expenses increased by 107% to $25,203,155 compared to 2007. Expenses for 2008 represented a full year of costs associated with Pixology, where fiscal 2007 only included three months, from the date of acquisition to our year end of September 30^th. 39% of costs in fiscal 2008 were incurred by Pixology, with the remaining 61% incurred by PhotoChannel.

There are a number of factors which have resulted in this significant increase in expenditures year-on-year; including the acquisition of Pixology and the related ongoing cost of those operations which are now included in our results, the increase in amortization experienced as a result of the acquisition through the recognition of intangible assets on our balance sheet, along with additional hardware associated with our new data centre and our success during the year in securing a number of new contracts which resulted in an increase in employee costs, prior to the recognition of associated revenues from these contracts.

Pixology often contracts with the gifting fulfillers and takes responsibility for ensuring that orders made through the online photo sites of retailer customers are completed. As a result of this, Pixology recognizes the gross amount of sales made to the end consumer in these instances, together with the associated cost of goods sold. This cost of goods sold is recorded within network delivery costs and amounted to $3,761,946 for fiscal 2008.

PhotoChannel's operations are fulfilled by the retailer resulting in only the transaction fee earned by the Company being recorded in the financial statements as revenue.

Development expenses increased $2,736,180 or 65% year on year. $861,348 or 32% of this increase related to costs incurred by Pixology as a result of fiscal 2008 including a full year of costs compared to fiscal 2007 which included only one quarter post acquisition. The remaining $1,874,832 of increased costs were incurred by operations in Canada, with $1,664,208 due to increased salary and consulting costs incurred as a result of the Company working to develop customized online photo solutions for our new customers, including Sam's Club USA, Costco USA, Loblaws, Kodak Australia and Kodak China as well as continuing to provide ongoing support and development services to our existing client base. The completion of these projects during 2008 will result in the Company earning additional revenue in future periods, relating to the costs that have been incurred up front. As well, additional non-cash stock-based compensation expense of $162,462 was also incurred year on year.

General and administration expenses increased $1,403,723 or 44% year on year. $238,691 of this increase related to costs incurred by Pixology, with the remaining $1,165,032 increase being incurred in Canada. Costs incurred year on year by Pixology are primarily as a result of fiscal 2008 including a full year of costs while fiscal 2007 only included 3 months of costs. Steps have been taken since the acquisition of Pixology to drastically reduce the overheads incurred at our United Kingdom operations with very successful results. The year on year increase in costs in Canada was as a result of a small increase in headcount, an increase of non-cash stock-based compensation expense of $337,000, increased audit and Sarbanes-Oxley compliance costs of $334,000 and small increases in travel expenditures and office related costs.

Network delivery costs increased $4,886,351 or 194% during fiscal 2008, although $3,366,514 or 69% of this increase can be attributed to Pixology. The remaining $1,519,837 of increased costs, which were incurred by PhotoChannel, are primarily as a result of an increase in customer service salaries and temporary contractors of $801,000 as staff numbers were increased to service newly signed customers and the Company's growing customer base; an increase of $30,000 in non-cash stock-based compensation expense; an increase of $770,000 in data storage and hosting costs resulting from the establishment of a second Canadian datacenter in Toronto in January 2008 together with the expansion of the Company's Vancouver datacenter and an increase in the cost of running e-mail marketing campaigns on behalf of a number of our customers of $113,000. These increased costs were offset by a reduction in the lab installation costs which fell in line with the reduction experienced in Canadian installation revenue during the year.

Sales and marketing expenses remained at the same levels year on year at $1,140,000. An increase of $65,000 was incurred by Pixology through the inclusion of United Kingdom specific marketing efforts, while costs in Canada were reduced by $60,000 as a result of decreased salary and consulting costs.

Amortization increased by 330% year on year to $5,259,053. This year on year increase is as a result of the amortization of intangible assets acquired when the Company purchased Pixology, amortization incurred on assets owned by Pixology and an increase seen as a result of the large capital investment undertaken during the second and third quarters of the year establishing a second Canadian datacenter in Toronto.

During the year ended September 30, 2008, the Company recognized a foreign exchange gain of $461,041, primarily as a result of an increase in the value of the United States dollar compared to the Canadian dollar and an increase in the value of the Canadian dollar compared to the British Pound. This gain arose upon the retranslation of United States dollar accounts receivable balances and British Pound denominated loans payable.

During the year ended September 30, 2008, the Company recorded an impairment charge against the carrying value of goodwill related to Pixology. This impairment arose as a result of: planned development synergies not materializing to the extent assumed at the time of the acquisition; cost reductions implemented subsequent to acquisition resulting in the operations reaching a break-even position, but being insufficient to result in the company being able to sustain profitable operations on a recurring basis; and the loss, subsequent to acquisition of a number of retail customers.

Years Ended September 30, 2007 and September 30, 2006

Revenue

With the purchase of Pixology, whose operating results since the acquisition date are included in the Company's overall operating results, the Company's revenue increased by 84% to $7,511,328 compared to fiscal 2006.

Excluding results generated through the acquisition of Pixology, revenues increased 31% compared to 2006 with year on year transactional revenue being the largest driver of this increase, showing a significant increase of 104%.

The overall increase was primarily attributable to two factors: organic growth in usage of the Network from customers of our photo-finishing retailers; and our retailers offering the convenience of one hour printing from online. We believe that organic growth will continue to grow as the Internet is increasingly adopted by consumers as a means to print images and gifting products. Based upon our past experience, we have traditionally seen an ongoing increase in the use of our service as in-store printing is adopted.

Professional fees were up $114,212 or 40% compared to 2006, as we provided more email marketing assistance to our retailer base. We have seen that email marketing by our retail partners leads to increases in the number of orders placed by their customers and a related increase in transactional fees to us. We expect to continue assisting our customers in the future as requested, in order to drive additional orders through our Network.

Revenue from installation fees increased 10% compared to 2006, however, revenue related to installations of lab systems decreased by $683,066 or 55%, which was offset by a reduction in our cost of installations, compared to 2006. Installation revenues have primarily consisted of lab system installations in our retail partner locations to enable one-hour printing, but also include a nominal monthly charge for licensing fees. Many of our new retail partners are electing to install or have already installed their own lab systems. We expect this trend will continue, leading to reduction of our revenues related directly to lab system installations, however, with licensing fees from Pixology customers, which derives significant revenue through licensing fees, overall revenue from installation fees has increased to $1,362,452 for the year.

The acquisition of Pixology brought a number of new customers and significant contracts into the business, including contracts with established companies providing recurring income from both transactional commission fees as well as regular software license fees.

Operating Expenses and Net Loss

We recorded a loss from operation for the year ended September 30, 2007 of $4,763,761, representing an increase of $2,128,845 or 81% compared to the same period last year. The increase in loss during 2007 was primarily the result of our acquisition of Pixology on July 2, 2007, which contributed $2,231,013 or 47% of this loss. Excluding Pixology our loss from operations increased in fiscal 2007 compared to fiscal 2006 due to increases in software development, general and administrative and amortization, but were partially offset by an increase in revenues and reductions in network delivery and sales and marketing.

A comparison of operating results and non-operating events for the two years ended September 30th are set out in the table below.

Description	2007	2006
Loss from operations	($4,747,488)	($2,634,916)
Other items	(1,324,748)	2,615
Net loss under Canadian GAAP for the year	($6,072,236)	($ 2,632,301)
Change in fair value of embedded foreign currency derivative related to warrants	268,089	-
Net loss under US GAAP for the year	($5,804,147)	($2,632,301)
Unrealized foreign exchange loss on translation of self-sustaining foreign operations	(809,569)	-
Comprehensive loss for the year	($ 6,613,716)	($ 2,632,301)

Expenses increased by 83% to $12,275,089 compared to 2006. Of this increase $4,484,000 or 81% of the year on year increase was due to the expenses of Pixology being included in the consolidated results of the Company from the date of acquisition on July 2, 2007. Within this amount there were administrative costs of approximately $916,105 associated with integration of the new subsidiary. The remaining increase of $1,081,022 was primarily due to an increase in software development and general and administrative expenses, offset by a reduction in network delivery and sales and marketing costs.

Software development expenses, excluding those incurred by Pixology increased by $665,956 or 29% compared to 2006. This increase was primarily due to an increase in staffing and consultants used to develop and enhance our product offering and a stock-based compensation expense resulting from the distribution of stock options, as an incentive to the development team. This expense also includes new costs, including travel, which are the result of the acquisition of Pixology. Costs directly related to the Pixology operation during this period amounted to $1,212,297. We believe that our networked online platform enables us to offer one of the most comprehensive solutions in the marketplace today for one hour in-store printing and gifting. Our software development expenses, including customer specific software development, help ensure that we maintain this market advantage.

General and administrative expenses, excluding those incurred by Pixology increased by $737,946, or 50% compared to 2006. This increase was primarily due to an increased non-cash expense for stock-based compensation of $341,983, but also from smaller increases in accounting and legal, salary, office and miscellaneous, public company fees and rent. Costs directly related to the Pixology operation during this period amounted to $1,017,660.

Network delivery expenses, excluding those incurred by Pixology decreased by $419,309 or 23% compared to 2006. This decrease was primarily due to a decrease of $567,831 or 56% related to the installation of new lab systems required for direct to in-store printing and CD burning equipment, offset by minor increases in telecommunication and salary and customer service costs. Costs directly related to the Pixology operation during this period amounted to $1,141,601.

Sales and marketing expenses, excluding those incurred by Pixology decreased by $91,162 or 12% compared to 2006. This decrease was primarily due to a decrease of $155,883 in staffing, partially offset by an increase in stock-based compensation in both miscellaneous and stock Costs directly related to the Pixology operation during this period amounted to $487,499.

Amortization expense, excluding that incurred by Pixology increased by 45% to $585,768, as the Company purchased new hardware and software for the development and deployment of its new infrastructure. The amortization policy of the capital assets is described in note 2 of the financial statements. Costs directly related to the Pixology operation during this period amounted to $687,686.

The operating loss for fiscal 2007 excluding the results of Pixology decreased by 6% to $2,469,663 due to the increase in revenues noted above, which were mainly offset by increased operating expenses.

During the year ended September 30, 2007, the Company incurred a foreign exchange loss of $1,715,164 primarily as a result of an increase in the value of the Canadian dollar compared to the US dollar. This primarily arose as a result of the Company completing a private placement in US dollars during the year of US$15,064,000 resulting in larger than usual amounts of US dollar deposits being held during the year and the translation of US dollar denominated cash deposits into Canadian dollars.

B.Liquidity and Capital Resources

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations as they fall due. The Company's approach to managing liquidity risk is to ensure it has sufficient cash available to manage the payment of its financial liabilities based on available cash. The Company does not have any credit facilities in place to help manage its liquidity position and therefore its liquidity is dependent on its overall volume of business activity and its ability to manage the collection and payment of its accounts receivable and accounts payable through cash flow management techniques. As a result of financial liabilities exceeding financial assets at September 30, 2009, there is a risk that the Company may not be able to settle its accounts payable obligations when they fall contractually due.

As the Company has generated positive cash flow from operations for the current year, its working capital deficit has diminished by $1,348,173 to $1,129,741. Although the Company's current liabilities have increased from $9,598,804 to $10,534,826, the Company's cash position increased from $2,670,988 to $4,237,284 during the year ended September 30, 2009. The Company's liquidity position may, however, fluctuate during the year due to a number of factors which could include unanticipated changes to its volume of business, credit losses and the extent of capital expenditure in the year. The Company's liquidity position may also be adversely impacted by the seasonal nature of its business with the Company's busiest period of activity typically during the first quarter of the fiscal year. As the Company has a concentration of business with select key customers, its liquidity position would be adversely impacted if one of its key customer relationships was discontinued.

The Company primarily monitors its liquidity position through forecasting expected cash flows based on the timing of expected receipts and payments. Management monitors its cash balances and projections on a weekly and monthly basis. The starting point for its analysis is based upon the contractual maturity date of its liabilities and its expected collection period for its receivables. As the Company has a negative working capital position of $1,129,741 at September 30, 2009, it manages the payment of its financial liabilities based on available cash and matching the settlement of its financial liabilities to realized financial assets. The Company also monitors its debtor collection as described in the credit risk note above. As the Company's revenues are primarily collectible within 30 days of invoicing, which is performed weekly for some customers and monthly for others, the Company aims to be able to collect its accounts receivable more promptly than it settles its third party accounts payable. However, as certain of the Company's operating expenses such as its payroll obligations are contractually due at least monthly, the amount of its working capital deficit could periodically increase depending on the timing of the maturity of its accounts receivable and accounts payable and accrued liabilities.

In connection with the acquisition of WorksMedia which was completed during the year, the Company has an obligation to make monthly payments totalling $869,803 over the six month period subsequent to September 30, 2009. These payments are being made out of cash flows generated from operations.

In prior years the Company purchased a number of items of property and equipment using a finance lease. At September 30, 2009, the Company has an outstanding obligation under this lease of $528,572, of which $490,072 is payable within twelve months. The Company is making these payments out of cash flows generated from operations.

Subsequent to the fiscal year end, in October 2009 the Company repaid its loan payable, including interest accrued, of $937,548.

As the Company has not obtained any further financing during the past 12 months, its activities are being funded out of its operating cash flow. As the Company has generated positive cash flow of $5,541,331 during the period it has been able to reduce its working capital deficit, however if this trend is not continued, there is a risk that the Company would not be able to meet all of its contractual commitments when due.

C.Software development, patents and licenses, etc.

During the fiscal year ended September 30, 2009, we expended $6,855,188 (2008 - $6,379,553; 2007 - $4,178,112) on software development related to our Network and kiosk software.

Proprietary Protection - Trademarks, Copyrights, Etc.

We rely on a combination of contractual rights, trade secrets, copyrights, non-disclosure agreements and technical measures to establish and protect our proprietary rights. There can be no assurance, however, that the steps taken by us will be adequate to prevent misappropriation of the technology or independent development by others of software products with features based upon, or otherwise similar to, those provided by us. In addition, although we believe that our technology has been independently developed, there can be no assurance that our technology does not, and will not, infringe proprietary rights of others or that third parties will not assert infringement claims against us in the future. In the case of infringement, we would, under certain circumstances, be required to modify our products or obtain a license and any failure to do so could have a material adverse effect on us. In addition, there can be no assurance that we will have the necessary resources to defend or pursue any infringement actions.

D.Trend Information

The photo industry is undergoing a massive revolution caused by technology. Three major trends have been reshaping the landscape. This first was the emergence of the digital camera as an increasingly viable replacement for film. The second is the ongoing deployment and consumer acceptance of digital cameras in mobile phones. The third is the deployment by retailers of digital printing equipment to enable them to make digital images from traditional images captured on film and to make prints from digital images. As the industry adapts to the technological advancements forcing new ways of business to be conducted, the opportunity exists for the emergence of new players to provide the products and services to make retailers with photofinishing operations successful. A fourth factor outside of the photo industry per se that is also affecting the digital photography landscape has been the increased prevalence of broadband Internet access at home for consumers.

The use of digital cameras is increasing and management believes that the popularity of the digital camera will continue to grow as the cost of such cameras continue to decrease and the availability of photographic quality digital print services increases, at retail, online, and at home. An estimated 55% of US households owned a digital camera by 2005, and this is expected to continue to grow to 81% by 2010.²¹ The use of digital cameras has increased dramatically (not only in North America, but worldwide) since their introduction in the mid 1990's.There is no demographic which digital cameras are exclusive to, especially in light of constantly falling prices the last several years, nor is there a prohibitive degree of technological sophistication required to operate these cameras. The average price paid for a digital camera has fallen from $315 in 2004 to $303 in 2005, and continues to fall.²²

Photofinishing retailers originally viewed digital camera penetration as threatening their future. Film processing volume has been falling steadily the last years globally. In the U.S. alone, sales have fallen from 671 million rolls in 2003, to 571 million rolls in 2004, to 480 million in 2005 and an estimated 369 million in 2006 (a total drop of some 45% in that period). Commensurately, processing revenue has fallen in the same period from $5.39 billion in 2003 to an estimated $2.98 billion in 2006, a similar 44.7% drop.²³ As consumers have switched their picture-taking activity from film to digital, one of the greatest challenges has been making them aware of the options for printing their digital pictures. The effect of digital cameras to date and future projections indicate that digital will have an additive effect on the growth of picture taking overall, especially as the cost to shoot a digital image is nothing as compared to film.

In 2003, 56 Billion digital photo exposures were taken worldwide, with growth to 144 Billion in 2005 and an estimated 312 Billion by 2008.²⁴ The number of captured digital images in the USA (not including camera phones) has grown from 7.8 Billion in 2003, 12.9 Billion in 2004, 17.1 Billion in 2005, and an estimated 21.7 Billion in 2006. At the same time, the number of digital prints made by all methods has grown from 1.5 Billion (19.2% of total captured) in 2003, 3.1 Billion (24% of total) in 2004, 4.5 Billion (26.3% of total) in 2005, and an estimated 6.4 Billion (29.4% of total) in 2006. Film and digital cameras combined produced 14% fewer prints between 2000 and 2005 including retail, online, and home alternatives. Including prints made at home, the total value of printing was higher at $6.81 Billion in 2005 than the $6.23 Billion in 2000.²⁵

The growth of printing at retail has recently outpaced home printing, and is expected to continue to do so in the next couple of years, for a variety of reasons. This is reflected in relative home and retail printing volumes, and for the first time since the introduction of digital cameras in the US, retail and online entities were the top destinations for digital printing in 2005. It was forecasted that for 2008, of the digital photo exposures that get printed worldwide, 56 Billion or 43% will be printed by retailers. Translated into photofinishing revenue, it is predicted that digital photofinishing at retail, from both store location drop-off and online orders, will be a $6.2 Billion industry in 2008.

____________________________
²¹ InfoTrends - 2005 Report

22 PMA Marketing Research: Photo Industry 2006 Review and Forecast / NPD Techworld

23 All figures here taken from PMAI / PMA Marketing Research: Photo Industry 2006

24 Hewlett Packard (HP) as from your previous writing

25 PMA Marketing Research: Photo Industry 2006 Review and Forecast

We continue to see a significant organic increase in the usage from our existing customers' connected to our Network.

We continue to integrate Pixology into our operations. We expect to incur additional costs related to the integration of Pixology during fiscal 2009. While we cannot predict the total costs of such integration with accuracy at this time, these costs may be significant to us.

Data Sources: PMAI / PMA, InfoTrends, Hewlett Packard (HP)

E.Off-Balance Sheet Arrangements

Not Applicable

F.Tabular Disclosure of Contractual Obligations

	Payments due by period
	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Property leases	1,503,959	346,024	984,776	173,159	-
Other service agreements	3,662,025	1,566,921	2,095,104	-	-
Capital leases	612,590	490,072	122,518	-	-
Short-term debt obligation	937,548	937,548	-	-	-
Purchase consideration payable	869,803	869,803	-	-	-
Asset retirement obligations	21,893	-	-	21,983	-
Purchase obligations	135,429	135,429	-	-	-
	7,743,247	4,345,797	3,202,398	195,142	-

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

The names, residences, ages, positions with us, principal occupations within the last five years and beneficial ownership of our securities of each of our directors and executive officers as at December 31, 2009 are as follows. All Directors serve until the next Annual General Meeting of our Shareholders.

Name and Residence (If a Director, period such position held)	Age	Positions with Company and Principal Occupations During the Last 5 Years	Securities Beneficially Owned, Directly or Indirectly⁽⁴⁾⁽⁵⁾	Percentage of Outstanding Shares⁽⁶⁾
Peter Fitzgerald^(1)(2)(3)Herts, United Kingdom Director (July 31, 2001 - present)	61	March 3, 2005 - September 30, 2008: President & CEO of the Company February 3, 2003 - Present: Chairman of the Company	1,818,997 Common Shares⁽⁷⁾	5.2%

Name and Residence (If a Director, period such position held)	Age	Positions with Company and Principal Occupations During the Last 5 Years	Securities Beneficially Owned, Directly or Indirectly⁽⁴⁾⁽⁵⁾	Percentage of Outstanding Shares⁽⁶⁾
Peter Scarth^(1)(2)(3)West Vancouver, BC, Canada Director (Oct 10, 2000 to present)	63	August 1, 2002 - October 4, 2004: President & CEO of the Company March 2001- February 3, 2004: Chairman of the Company; and March 2001 - June 10, 2002: Chief Executive Officer of the Company.	1,033,208 Common Shares⁽⁸⁾	3.7%
Cory Kent⁽²⁾⁽³⁾Vancouver, BC, Canada Director (March 10, 1999 - Present)	39	February 2003 to Present: Lawyer at Lang Michener LLP July 26, 2002 - March 13, 2003 Corporate Secretary of the Company; and 1996 to February 2003: Lawyer at Anfield Sujir Kennedy & Durno	273,324 Common Shares⁽⁹⁾	*
Thomas Nielsen^{(1) (2) (3)} Seattle, WA, USA Director (June 23, 2005 - present)	38	November 2009 to present: VP Marketing & Business Strategy, Digital Imaging Products, Adobe Systems; October 2004 - November 2009: Director of Engineering, Adobe Systems; and October 1999 - August 2004: Product Unit Manager, Microsoft Corporation.	241,824 Common Shares⁽¹⁰⁾	*
Scott Brownstein^{(1) (2) (3)} Florida, USA Director (September 15, 2008 to present)	59	Present - Businessman Brownstein & McCabe Associates; December 2000 to May 2006 - FujiFilm eSystems SVP & CTO	72,202⁽¹¹⁾	*
Robert Chisholm Vancouver, BC, Canada Director (April 27, 2009 to present)	46	April 2009 - Present: Partner Emprise Capital Corp.; Nov. 2001 - March 2009: Chief Financial Officer of PNI Digital Media Inc.; and 1999 - 2001: COO & CFO SCS Solars Computing Systems Inc.	215,000 Common Shares⁽¹²⁾	*
Kyle HallVancouver, BC, Canada Director (March 25, 2009 to present)	43	October 1, 2008 to Present: Chief Executive Officer ;March 13, 2003 - October 4, 2004: Corporate Secretary of the Company; June 5, 2002 to September 30, 2008: Executive Vice President, Business Development of the Company; March 9, 2001 - July 5, 2002: Director of the Company; March 9, 2001 - June 5, 2002: President & C00 of the Company; and September 15, 2000 - March 9, 2001: Vice-President, Sales & Business Development of the Company's US subsidiary.	378,474 Common Shares⁽¹²⁾	*

Name and Residence (If a Director, period such position held)	Age	Positions with Company and Principal Occupations During the Last 5 Years	Securities Beneficially Owned, Directly or Indirectly⁽⁴⁾⁽⁵⁾	Percentage of Outstanding Shares⁽⁶⁾
Aaron Rallo Vancouver, BC, Canada Director (March 25, 2009 to present)	36	October 1, 2008 to Present: President & COO; November 2004 - September 30, 2008: Chief Technology Officer of the Company; March 2003 to May 2004: Senior Program Manager of Digital Imaging Devices for Microsoft Corporation; November 1999 to February 2003: Vice President of Product Development and Operations for Fuji Film E-systems.	402,971 Common Shares⁽¹³⁾	*
Simon Bodymore North Vancouver, BC	34	March 2009 - Present: CFO; December 17 to March 2009 - VP of Finance of the Company; January 2008 to December 16 - Director of Finance of the Company; November 2000 to December 2007 - Senior Manager of PricewaterhouseCoopers LLP	63,880⁽¹⁴⁾	*
Patricia Spice Vancouver, BC, Canada	61	December 1995 - Present: Executive Assistant, PhotoChannel Networks Inc. December 1, 1995 to July 6, 2002 and October 4, 2004 to present: Corporate Secretary of the Company	100,106 Common Shares⁽¹⁵⁾	*
Chris Tivel Vancouver, BC, Canada	38	March 26, 2009 to Present - Chief Technology Officer August 2007 - March 26, 2009: VP Product Development, PhotoChannel Networks Inc.; January 2005 to August 2007: Senior Architect, PhotoChannel Networks Inc; August 1998 to December 2004: Senior Architect, Fuji Film USA.	189,030 Common Shares⁽¹⁶⁾	*
Susan Page New Jersey, USA	38	July 2007 to Present - VP US Sales of the Company; June 2005 - July 2007 - Pixology Inc. - VP US Sales; May 2001 - June 2005 - Pixology Software Ltd. - UK Sales Manager	25,000~~(¹⁷⁾~~	*
Karl Oertel Surrey, UK	41	July 2007 to Present - VP UK Operations of the Company; August 2006 - July 2007 - Pixology Ltd. VP UK Operations; July 1997 - August 2006 - ITEBA Ltd. - Operations Manager	45,000⁽¹⁸⁾	*

Name and Residence (If a Director, period such position held)	Age	Positions with Company and Principal Occupations During the Last 5 Years	Securities Beneficially Owned, Directly or Indirectly⁽⁴⁾⁽⁵⁾	Percentage of Outstanding Shares⁽⁶⁾
Harley Ware Vancouver, BC, Canada		November 13, 2009 - Present - EVP In-Store Retail Systems March 11, 2009 - November 13, 2009 - Managing Director Europe	368,110⁽¹⁶⁾

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Corporate Governance Committee.

(4) Information regarding shares beneficially owned or controlled is as of December 31, 2009 and has been furnished by the respective individuals. As such, we assume no responsibility for its accuracy or completeness. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. We believe that the beneficial owners of shares of our common shares listed above, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

(5) On November 2, 2006, we implemented a consolidation of our common shares on a one-new-common-share-for-10-old-common-shares basis. The number of shares disclosed as being beneficially owned or controlled by the named persons are shown on a post-consolidation basis.

(6) Based on 34,243,183 common shares issued and outstanding as of December 31, 2009.

(7) Includes 5,554 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(8) Includes 5,554 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(9) Includes 5,554 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(10) Consists of 5,554 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(11) Consists of 5,554 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(12) Includes 5,554 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(13) Includes 5,554 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(14) Includes 2,776 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(15) Includes 1,776 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

(16) Includes 11,110 common shares that may be issued pursuant to stock options exercisable within the next sixty days.

* Denotes beneficial ownership of less than 1% of the issued and outstanding common shares of our Company.

B.Compensation

During the fiscal year ended September 30, 2009, the aggregate amount of compensation paid by us and our subsidiaries to all directors and officers as a group for services in all capacities was $1,505,210. Of such amount, $nil was paid or accrued under a described bonus and profit sharing plans.

Our Company may grant, pursuant to the policies of the TSX Venture Exchange, stock options to directors, officers and employees of, and consultants to, our Company or a subsidiary of our Company, or to employees of a company providing management services to our Company or any of our subsidiaries. We have adopted a stock option plan that is more fully described in Item 6.E of this annual report.

During the fiscal year ended September 30, 2009, neither us nor our subsidiaries set aside or accrued any amount to provide pension, retirement or similar benefits for directors and officers pursuant to any existing plan provided or contributed to by us or our subsidiaries. The term "plan" includes all plans, contracts, authorizations or arrangements, whether or not set forth in any formal document.

The following table sets out all compensation paid to our Chief Executive Officer and our four most highly compensated executive officers other than the Chief Executive Officer during the fiscal periods indicated.

		Annual Compensation			Long Term Compensation
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Common Shares Under- Lying Options Granted (Number)
Kyle Hall⁽¹⁾ CEO	2009 2008 2007	235,417 189,583 168,750	10,000 25,000 25,000	Nil Nil Nil	50,000 75,000 75,000
Aaron Rallo President⁽²⁾	2009 2008 2007	225,299 201,277 181,250	10,000 25,000 50,000	Nil Nil Nil	50,000 75,000 75,000
Simon Bodymore⁽³⁾ CFO	2009 2008 2007	161,250 85,923 - -	- - - - -	Nil Nil - -	25,000 50,000 - -
Chris Tivel VP, Product Development⁽⁴⁾	2009 2008 2007	172,542 145,500 135,000	17,500 29,100 26,700	- Nil Nil	- 75,000 50,000
Sue Page, VP, Sales⁽⁵⁾	2009 2008 2007	152,959 130,782 33,933	- - - - -	Nil Nil Nil	- 25,000 - -

(1) On March 9, 2001, Kyle Hall, formerly VP Sales and Business Development for our US subsidiary, PhotoChannel, Inc., became our President and Chief Operating Officer, as well as a director. On June 5, 2002, Mr. Hall resigned as a director and as President and Chief Operating Officer and assumed the role of Executive Vice President of Business Development. On March 13, 2003, Mr. Hall assumed the role of Corporate Secretary, a position he held until October 4, 2004. On October 1, 2008, Mr. Hall assumed the role of Chief Executive Officer.

(2) On November 8, 2004, Aaron Rallo was appointed Chief Technical Officer. On July 2, 2007, Mr. Rallo also assumed the role of Chief Operating Officer and on October 1, 2008 Mr. Rallo assumed the role of President.

(3) On December 17, 2008, Simon Bodymore, formerly Director of Finance for us became VP Finance. On March 26, 2009 Mr. Bodymore became Chief Financial Officer.

(4) On August 16, 2007, Chris Tivel, formerly Senior Architect for us became VP of Product Development. Mr. Tivel was appointed to Chief Technical Officer on March 26, 2009

(5) On July 2, 2007 upon the acquisition of Pixology PLC, Sue Page joined the PNI Digital Media group and was appointed VP, Sales

C.Board Practices

Our articles provide that our Board of Directors shall consist of a minimum of three directors. Directors can be either elected annually by the shareholders at the annual meeting of the shareholders or, subject to our articles and applicable law, be appointed by the Board of Directors between annual meetings. Each director holds office until the close of the next annual meeting of shareholders or until he or she ceases to be a director by operation of law or until his or her resignation becomes effective. None of the directors have a service contract with us to provide for benefits upon termination of his or her directorship.

Committees Of The Board

Our Board of Directors has formed three committees.

The Audit Committee consists of three directors. This committee is responsible for all relationships between our independent external auditor, including the approval of all work and related fees and for actively engaging in a dialog with that auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor. This Committee also oversees and establishes procedures concerning our systems of internal accounting and auditing controls. This committee consists of Peter Scarth (Chairman), Peter Fitzgerald and Thomas Nielsen.

The Compensation Committee consists of four directors. This committee is responsible for recommending salary levels and granting of options for our executive officers. This committee consists of Peter Fitzgerald (Chairman), Peter Scarth, Cory Kent and Thomas Nielsen.

The Corporate Governance Committee consists of four directors. This committee is responsible for corporate governance. This committee consists of Peter Scarth (Chairman), Cory Kent, Thomas Nielsen and Peter Fitzgerald.

D.Employees

We currently have ninety three (93) permanent full-time employees, two (2) permanent part-time employees and seven (7) consultants we retain for regular engagements. None of our staff are unionized.

We currently have the following staffing in our Vancouver office:

Executive Officers
Operations
Finance/Administration
Technology and Applications
Sales, and Business Development

5
11
7, includes 3 executive officers.
57, includes 2 executive officers.
3,

We currently have the following staffing in our Southampton, UK office:

Executive Officers
Operations
Finance/Administration
Technology and Applications
Sales, and Business Development

1
1
2
12, includes 1 executive officer.
1

We currently have the following staffing in our New Jersey office:

Sales, and Business Development

1, includes 1 executive officer.

E.Share Ownership

As disclosed in Item 6.A, each of our current directors and executive officers has reported to us the number of common shares he or she beneficially owned in our Company as of December 31, 2009. To determine beneficial ownership for these purposes, each director or executive officer is deemed to be the beneficial owner of securities over which he or she exercises voting or investment power; and of securities that he or she has the right to acquire within sixty days, pursuant to such events as the exercise of a stock option, warrant or right, or through the conversion of a security, or through the power to revoke a trust or the automatic termination of a trust. Based on the information provided by our directors and executive officers, they as a group beneficially owned a total of 4,859,016 common shares (including an aggregate of 3,018,802 common shares that are reserved for issuance pursuant to stock options that are all exercisable within sixty days).

As of December 31, 2009, options to purchase an aggregate of 3,283,869 common shares had been granted and were outstanding, as follows:

Number of Common Shares	Exercise Price Per Common Share	Expiration Date
60,000 250,000 311,376 687,993 1,280,500 4,000 50,000 200,000 415,000 25,000	$1.50 $1.50 $1.25 $2.32 $3.35 $3.65 $1.37 $2.00 $1.48 $1.50	August 29, 2010 September 9, 2010 March 5, 2011 December 11, 2011 March 11, 2013 April 14, 2013 December 17, 2013 March 10, 2014 March 25, 2014 August 6, 2014

As of December 31, 2009, a total of 3,014,250 common shares were subject to options held by our directors and executive officers as a group. The following table sets forth particulars of the options held by each of our directors and executive officers:

Name	Grant Date	Exercise Price	Expiration Date	Total Number of Options
Peter Fitzgerald Director, Chairman	March 5, 2006 December 11, 2006 March 11, 2008 March 25, 2009	$1.25 $2.32 $3.35 $1.48	March 5, 2011 December 11, 2011 March 11, 2013 March 25, 2014	35,000 35,000 100,000⁽¹⁾50,000
Peter Scarth Director	March 5, 2006 December 11, 2006 March 11, 2008 March 25, 2009	$1.25 $2.32 $3.35 $1.48	March 5, 2011 December 11, 2011 March 11, 2013 March 25, 2014	35,000 100,000 100,000 50,000
Cory Kent Director	March 5, 2006 December 11, 2006 March 11, 2008 March 25, 2009	$1.25 $2.32 $3.35 $1.48	March 5, 2011 December 11, 2011 March 11, 2013 March 25, 2014	35,000 100,000 100,000 50,000
Thomas Nielsen Director	August 29, 2005 March 5, 2006 December 11, 2006 March 11, 2008 March 25, 2009	$1.50 $1.25 $2.32 $3.35 $1.48	August 29, 2010 March 5, 2011 December 11, 2011 March 11, 2013 March 25, 2014	35,000 35,000 35,000 100,000 50,000
Scott Brownstein Director	December 17, 2008 March 25, 2009	$1.37 $1.48	December 17, 2013 March 25, 2014	50,000 50,000
Robert Chisholm Director	March 5, 2006 December 11, 2006 March 11, 2008 March 11, 2008	$1.25 $2.32 $3.35 $1.48	March 5, 2011 December 11, 2011 March 11, 2013 March 11, 2013	50,000 75,000 25,00050,000⁽¹⁾

Name	Grant Date	Exercise Price	Expiration Date	Total Number of Options
Kyle HallChief Executive Officer	August 29, 2005 March 5, 2006 December 11, 2006 March 11, 2008 March 25, 2009	$1.50 $1.25 $2.32 $3.35 $1.48	August 29, 2010 March 5, 2011 December 11, 2011 March 11, 2013 March 25, 2014	25,000 50,000 75,000 75,000 50,000
Aaron Rallo President	September 9, 2005 March 5, 2006 December 11, 2006 March 11, 2008 March 25, 2009	$1.50 $1.25 $2.32 $3.35 $1.48	September 9, 2010 March 5, 2011 December 11, 2011 March 11, 2013 March 25, 2014	200,000 3,000 75,000 75,000 50,000
Simon Bodymore Chief Financial Officer	March 11, 2008 March 25, 2009	$3.35 $1.48	March 11, 2013 March 25, 2014	50,000 25,000
Patricia Spice Corporate Secretary	March 5, 2006 December 11, 2006 March 11, 2008 March 25, 2009	$1.25 $2.32 $3.35 $1.48	March 5, 2011 December 11, 2011 March 11, 2013 March 25, 2014	15,000 25,000 50,000 15,000
Chris Tivel VP Product Development	September 5, 2005 March 5, 2006 December 11, 2006 March 11, 2008	$1.50 $1.25 $2.32 $3.35	September 5, 2010 March 5, 2011 December 11, 2011 March 11, 2013	50,000 13,500 50,000 75,000
Susan Page VP US Sales	March 11, 2008	$3.35	March 11, 2013	25,000
Karl Oertel VP UK Operations	March 11, 2008	$3.35	March 11, 2013	45,000
Harley Ware, Managing Director, Europe	March 10, 2009	$2.00	March 10, 2014	100,000

(1)- During the year ended September 30, 2009, the exercise price of 50,000 options previously granted to Robert Chisholm on March 11, 2008 was amended from $3.35 to $1.48

Stock Option Plan

Our Company initially adopted a stock option plan in 1997. At our Company's annual general meeting held on March 10, 2004, our shareholders approved an increase in the number of common shares reserved for issuance under the plan to 18,000,000 common shares (as so amended, the "2004 Plan").

At our Company's annual general meeting held on March 6, 2006, our shareholders approved a stock option plan (the "2006 Plan") which provides for a "rolling" number of underlying shares rather than a "fixed" number of shares. Specifically, the 2006 Plan provides that the maximum number of common shares reserved for issuance upon exercise of any options granted under the 2006 Plan shall be equal to 10% of the issued and outstanding common shares of our Company at the time the options are granted, less the number of shares reserved for issuance under any outstanding options. This will mean that there can never be more than 10% of our Company's issued and outstanding common shares reserved for issuance under the 2006 Plan at any point in time. The 2006 Plan was amended by shareholders at the annual general meetings held on March 6, 2007 and March 25, 2009.

Eligible Optionees

Under the policies of TSX Venture Exchange, to be eligible for the issuance of a stock option under the 2006 Plan, as amended, an Optionee must be, at the time the option is granted, a director, officer or employee of, or a consultant to, our Company or a subsidiary of our Company, or an employee of a company providing management services to our Company or any of our subsidiaries.

Options may be granted only to an individual or to a non-individual that is wholly owned by individuals eligible for an option grant. If the option is granted to a non-individual, it must provide the TSX Venture Exchange with an undertaking that it will not permit any transfer of its securities, nor issue further securities, to any individual or other entity as long as the option remains in effect, without the consent of the TSX Venture Exchange.

Material Terms of the 2006 Plan

The following is a summary of the material terms of the 2006 Plan, as amended:

all options granted under the 2006 Plan are non-assignable, non-transferable and exercisable for a period of up to 10 years (subject to extension in the event that the expiry of the option occurs during a securities trading black out period);

for stock options granted to employees or service providers (inclusive of management company employees), our Company must ensure that the proposed Optionee is a bona fide employee or service provider (inclusive of management company employees), as the case may be, of our Company or any subsidiary;

if an Optionee ceases to be employed by our Company (other than as a result of termination with cause) or ceases to act as a director or officer of our Company or a subsidiary of the Company, any option held by such Optionee may be exercised within 90 days after the date of such Optionee ceases to be employed or act as an officer or director (30 days if the Optionee is engaged in "Investor Relations Activities: as defined in the policies of the TSX Venture Exchange, and our Company remains listed on the TSX Venture Exchange as a Tier 2 issuer), unless the Board determines to extend the term of the Option for a period of not more than one year;

the minimum exercise price of an option granted under the 2006 Plan must not be less than the Discounted Market Price (as defined in the policies of the TSXV);

no Optionee can be granted an option or options to purchase more than 5% of the outstanding listed shares of our Company in any one year period; and

as indicated above, outstanding stock options granted under the 2004 Plan are now deemed to have been granted under the 2006 Plan and will be subject to the terms and conditions of the 2006 Plan, as amended.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

To the knowledge of our directors and senior officers, as of December 31, 2009, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over 5% or more of our outstanding common shares, except as noted below. Our directors and officers, as a group, control us by reason of their positions with us and their ownership of common shares and common share options. As a group, they beneficially own, directly or indirectly, 4,859,016 common shares, representing about 14.2% of our presently issued and outstanding common shares (including an aggregate of 237,820 common shares that are reserved for issuance pursuant to stock options that are all exercisable within sixty days).

Pursuant to the policies of the TSX Venture Exchange, where an issuance of securities may result in the creation of a new control person of an issuer (which is a person holding greater than 20% of the outstanding securities of an issuer is deemed to be), the issuance must be approved by the disinterested shareholders of the company. To the knowledge of our directors and senior officers, as of December 31, 2009 no person or corporation owned or had the intent of acquiring 20%or greater of our securities.

Peter Fitzgerald is our Chairman and is a significant shareholder and investor in us. Currently, Mr. Fitzgerald owns 1,615,673 of our common shares or 4.8% of our outstanding common shares. Mr. Fitzgerald also holds 5,554 common share options that are all exercisable within sixty days and if he were to exercise all of these options and assuming no other common shares of us are issued prior to such exercise, Mr. Fitzgerald could own 1,818,997of our common shares, representing 5.3% of our then outstanding securities, as of December 31, 2009.

As of December 31, 2009, our shareholders' register listed approximately 78 registered shareholders holding an aggregate of 34,243,183 common shares. A total of 31 of these registered shareholders were shown to be residents of Canada, owning 25,905,120 shares representing 75,.6% of our issued and outstanding common shares. A total of 31 of these registered shareholders were shown to be residents of the United States, owning 7,483,983 shares representing 21.9% of our issued and outstanding common shares.

B.Related Party Transactions

None of our directors or executive officers, or any associate or affiliate of any such person, has or had any material interest, direct or indirect, in any transaction during the past year or any proposed transaction which has materially affected or will materially affect us, other than as disclosed herein.

For the fiscal year ended September 30, 2009, wages and consulting fees of $1,505,210 were paid to our directors and officers.

During the year ended September 30, 2009, we incurred legal fees of $130,287 for services provided by a law firm of which a director of the Company is a partner. Accounts payable and accrued liabilities at September 30, 2009 included $28,564 related to these services.

During the year ended September 30, 2008, we advanced loans to our officers in the amount of $68,000 with interest payable at a rate of 7% per annum. Included in accounts receivable at September 30, 2009 is $19,320, comprising an amount of $17,000 representing a portion of the principal which remains outstanding and $2,320 representing interest accrued on that principal. This amount falls due for repayment within one year from the date of issue. At September 30, 2007, an amount of $48,615 was due from an officer of the Company. This amount was repaid in full on October 25, 2007. During the year ended September 30, 2009, interest income of $1,306 was earned on these loan balances.

During the year-ended September 30, 2008, we were provided with an unsecured loan from a Director and Officer totalling £500,000 ($864,650). The loan, which is denominated in Sterling bears interest at a rate equal to the Bank of England base rate, plus 3.75% and falls due for repayment on May 31, 2010. At September 30, 2009, the total amount, including interest of this loan balance was $937,548. During the year ended September 30, 2009, interest expense of $46,076 was recorded relating to this loan. In October 2009 we repaid this loan in full.

During the year ended September 30, 2009, we incurred expenses in relation to setting up e-mail marketing campaigns on behalf of a number of our retail customers of $52,398 (2008 - $70,685) with a company of which one of our directors is Chairman and Chief Executive Officer. Accounts payable and accrued liabilities at September 30, 2009 included $18,262 (2008 - $9,844) related to these services.

We share our UK premises with another company of which an Officer is a majority shareholder. During the year ended September 30, 2009 we were recharged its proportional share of office running costs totalling $128,819 by this related party. In addition, during the year ended September 30, 2009, we used the software development services of this company, incurring costs of $20,660 and carried out professional development work totalling $18,255 on behalf of this company. At September 30, 2009, accounts payable included $119,076 and accounts receivable $19,887 due to and from this company respectively.

During the year ended September 30, 2009, we utilized the services of an Officers' family member on a contract basis. Fees of $22,404 were charged for these services. At September 30, 2009, $3,656 (2008: $nil) was included in accounts payable related to these fees.

All transactions entered into with Management as disclosed in this section were based on terms and conditions that are similar to those of transactions with disinterested third parties.

C.Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

A.Consolidated Statements and Other Financial Information

Please see the Consolidated Financial Statements listed in Item 18 hereof and included at the end of this annual report.

Legal Proceedings.

As of the date of this Annual Report, in the opinion of our management, we are not currently a party to any litigation or legal proceedings which are material, either individually or in the aggregate, and, to our knowledge, no legal proceedings of a material nature involving us currently are contemplated by any individuals, entities or governmental authorities. We may become involved in claims litigation arising in the ordinary course of business. In the opinion of management, the outcome of such claims litigation, if decided adversely, could have an effect on the operating results or cash flows when resolved in a future period. However, in the opinion of management, these matters would not materially affect our consolidated financial position.

B.Significant Changes

Since the date of the audited consolidated financial statements, there have been no significant changes other than as detailed, if applicable, in Liquidity and Capital Resources in Item 5.B and in Business Overview in Item 4.B.

ITEM 9. THE OFFER AND LISTING

Not applicable except for Item 9A(4) and Item 9C.

A. (4).Price History

Market and Trading Prices

Our common shares are listed and posted for trading on the TSX Venture Exchange, commonly called the TSX-V, under the trading symbol "PN". Our shares were first listing for trading on the Montreal Exchange ("ME"), in Montreal, Quebec, Canada, which merged with the Canadian Venture Exchange ("CDNX") in September 2001 and effective October 1, 2001 we began trading on the CDNX. Subsequently the CDNX was acquired by the TSX in 2002 and on April 1, 2002 we were listed for trading on the TSX-V. On November 2, 2006, we implemented a consolidation of our common shares on a one-new-common-share-for-10-old-common-shares basis. The following table sets forth the reported high and low sale prices of our common shares as reported by the TSX-V for each full quarterly period within our two most recent fiscal years on a post consolidated basis.

		Sales Prices (CAN$)
		High	Low
Common Shares
Annual Data	2009	2.29	1.00
	2008	4.50	1.90
	2007	5.77	2.31
	2006	3.75	0.95
	2005	1.90	0.70
	2004	3.90	1.15

Quarterly data	2009
	September 30, 2009	2.02	1.40
	June 30, 2009	1.82	1.45
	March 31, 2009	2.00	1.44
	December 31 2008	2.29	1.00

��	2008
	September 30, 2008	3.63	1.90
	June 30, 2008	4.15	3.45
	March 31, 2008	3.95	2.91
	December 31, 2007	4.65	3.57

		Sales Prices (CAN$)
		High	Low
Monthly Data	February 2010	1.81	1.60
	January 2010	1.84	1.60
	December 2009	1.92	1.60
	November 2009	1.80	1.65
	October 2009	1.95	1.63
	September 2009	2.02	1.68

Our common shares are also listed on the OTC Bulletin Board in the United States under the trading symbol PNDMF, however, we do not presently have an active market maker in the United States. The following table sets forth the high and low sales prices for the common shares on the OTC BB for each full quarterly period within our two most recent fiscal years on a post consolidated basis.

		Sales Prices (US$)
		High	Low
Common Shares
Annual Data	2009	2.05	0.89
	2008	4.65	1.84
	2007	4.88	2.52
	2006	3.29	0.63
	2005	1.70	0.50
	2004	2.80	0.80

Quarterly Data	2009
	September 30 2009	1.86	1.23
	June 30 2009	1.59	1.24
	March 31 2009	1.60	1.14
	December 31, 2008	2.05	0.89

	2008
	September 30, 2008	3.65	1.84
	June 30, 2008	4.20	3.30
	March 31, 2008	4.00	2.88
	December 31, 2007	4.65	3.57

Monthly Data	February 2010	1.72	1.55
	January 2010	1.72	1.56
	December 2009	1.78	1.55
	November 2009	1.70	1.55
	October 2009	1.87	1.52
	September 2009	1.86	1.56

Our common share register indicates that 31 of our registered shareholders are residents of the United States, owning 7,483,983 shares representing 21.9% of our issued and outstanding common shares. We have no information and express no opinion regarding the identities, addresses or holdings of the beneficial owners of these securities.

B.Plan of Distribution

Not Applicable.

C.Markets

See Item 9.A(4) above.

D.Selling Shareholders

Not Applicable.

E.Dilution

Not Applicable.

F.Expenses of the Issue

Not Applicable.

ITEM 10. ADDITIONAL INFORMATION

A.Share Capital

Not Applicable.

B.Memorandum and Articles of Association

Our charter documents consist of our Notice of Articles and our Articles. Our corporation number, as assigned by the British Columbia Ministry of Consumer and Commercial relations, is 509287.

In March 2004, theCompany Act (British Columbia) (the "BCCA") was replaced by theBusiness Corporations Act (British Columbia) (the "BCA"). All companies incorporated under the BCCA were required complete a transition application under the BCA by March 29, 2006. We have been successfully transitioned under the BCA. We filed a Notice of Articles in June 2005. At our annual general meeting held on March 24, 2005, our shareholders adopted a new set of Articles which is intended to take advantage of the increased flexibility afforded by the BCA with respect to certain provisions of our Charter Documents. Details of our Notice of Articles and Articles were disclosed in our annual report on Form 20-F for the fiscal year ended September 30, 2005, as filed with the Securities and Exchange Commission. At our annual general meeting held on March 6, 2008, our shareholders approved special resolutions to delete the provisions of or Articles related to Preferred Shares, none of whi ch had been issued; this amendment became effective on June 4, 2008. In addition, on June 4, 2009, we filed Notice of Articles and Certificate of Name Change regarding the change of our name from "Photochannel Networks Inc." to "PNI Digital Media Inc."

C.Material Contracts

The following summary of our material agreements, which agreements are filed as exhibits to this annual report or have been previously filed with the SEC, does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of those agreements. There are no material contracts, other than those contracts entered into in the ordinary course of business, currently in place or to which we or any member of our group is a party, from the two years immediately preceding the publication of this annual report, except as follows:

1. The Toronto Co-Located Hosting Agreement with TELUS Communications Inc., dated November 19, 2007. This agreement is for a 60 month period commencing January 15, 2008.

2. The Vancouver Co-Located Hosting Agreement with TELUS Communications Inc., dated November 20, 2007. This agreement is for a 34 month period commencing December 1, 2007.

3. The Services Agreement between Pixology and ASDA Stores Limited is dated 28 September 2005 and continues in full force and effect until terminated by either party giving no less than three calendar month's notice in writing to the other, such notice to expire at any time on or after the first anniversary of the commencement date.

4. The lease between Pixology and the University of Surrey for Chancellor Court (Pixology's Office) is dated 22 April 2008 and has a term of 5 years.

5. The Services Agreement with Sam's West Inc., dated January 23, 2008. This Agreement is for a period of two years, expiring January 23, 2010 (the "Term") and automatically renews for one year periods unless written notice is provided by one party to the other prior to the end of the Term or the then current renewal term.

6. The Amended and Restated Services Agreement with Wal-Mart Canada Corp., dated January 31, 2008. This Agreement is for a period of two years, expiring January 31, 2010 (the "Term") and automatically renews for one year periods unless written notice is provided by one party to the other not less than thirty (30) days prior to the end of the Term or the then current renewal term.

7. The License and Services Agreement with Black Photo Corporation, dated April 1, 2008. This Agreement is for a period of three years, expiring April 1, 2011 (the "Term"). After seventeen months Blacks shall have the right to terminate this contract at anytime with 90 days prior written notice.

8. The Internet Photo Services Agreement with Costco Wholesale Corporation, dated April 29, 2008. This Agreement is for a period of three years, expiring April 29, 2011 (the "Term") and may be extended by Costco for one year periods unless written notice is provided by Costco to at least ninety (90) days prior to the end of the Term or the then current renewal term.

9. The Master Equipment Lease Agreement with Relational Funding Canada Corp., dated March 10, 2008. This Agreement is for a period of three years.

10. The lease renewal and modification agreement for our executive offices located at Suites 580 & 590, 425 Carrall Street, Vancouver, British Columbia, Canada, dated June 11, 2009 and covers 6,602 square feet. The amendment comprises an extension to the original lease for the period August 1, 2009 to July 31, 2014. We lease the premises from a third party corporation. The monthly base rent is approximately $6,877.08.

11. The lease renewal and modification agreement for our support offices located at Suites 450, 460 & 470, 425 Carrall Street, Vancouver, British Columbia, Canada, dated June 11, 2009. The lease comprises 2,259 square feet in an office building owned by a third party corporation. The amendment comprises an extension to the original lease for the period August 1, 2009 to July 31, 2014. The monthly base rent is approximately $2,353.13.

12. The Share Purchase Agreement amongst PhotoChannel Networks Inc., as Purchaser and Vendors in relation to the sale and purchase of the whole of the issued share capital of WorksMedia Limited, dated February 25, 2009.

13. The License and Distribution Agreement, dated September 30, 2009 between the Company and Retail Imaging Management Group L.L.C. This agreement is for a period of three (3) years and renews automatically for additional one (1) year periods unless written notice is given by either party not less than ninety (90) days prior to the end of the Term or then current Renewal Term.

D.Exchange Controls

We incorporated pursuant to the laws of the Province of British Columbia, Canada. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances are likely in the foreseeable future. See "Taxation", below.

There is no limitation imposed by the laws of Canada or by our charter on the right of a non-resident to hold or vote our shares, other than as provided in theInvestment Canada Act (Canada) (the "Investment Act"). The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of Great our common shares. It is general only, it is not a substitute for independent advice from an investor's own advisor, and it does not anticipate statutory or regulatory amendments. We do not believe the Investment Act will have any affect on us or on our non-Canadian shareholders due to a number of factors including the nature of our operations and our relatively small size.

The Investment Act generally prohibits implementation of a "reviewable" investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an "entity") that is not a "Canadian" as defined in the Investment Act (i.e. a "non-Canadian"), unless after review the Minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in our common shares by a non-Canadian (other than a "WTO Investor" as that term is defined in the Investment Act and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when we were not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was over $5 million, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada's cultural heritage or national identity, regardless of the value of our assets. An investment in our common shares by a WTO Investor, or by a non-Canadian when the Company was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, which for 2005 exceeds $265 million. A non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares. The acquisition of less than a majority but one-thirds or more of the common shares would be presumed to be an acquisition of control unless it could be established that, on the acquisition, we were not controlled in fact by the acquiror through the ownership of the common shares.

Certain transactions relating to the common shares would be exempt from the Investment Act, including

an acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in securities,

an acquisition of control in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and

an acquisition of control by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.

E.Taxation

The following summary is not exhaustive, but is materially complete.

A brief description of certain provisions of the tax treaty between Canada and the United States is included below, together with a brief outline of certain taxes, including withholding tax provisions, to which United States security holders are subject under existing laws and regulations of Canada. The consequences, if any, of provincial, state and local taxes are not considered.

The following information is general and security holders are advised to seek the advice of their own tax advisors, tax counsel or accountants with respect to the applicability or effect on their own individual circumstances of the matters referred to herein and of any provincial, state, or local taxes.

Certain Canadian Federal Income Tax Consequences

The discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of shares of our common stock for any of our shareholders who is not a resident of Canada but is a resident of the United States and who will acquire and hold shares of our common stock as capital property for the purposes of theIncome Tax Act (Canada) (the "Canadian Tax Act"). This summary does not apply to a shareholder who carries on business in Canada through a "permanent establishment" situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder's holding in our stock is effectively connected with such permanent establishment or fixed base. This summary is based upon the provisions of the Canadian Tax Act including the regulations thereunder (the "Regulations") in force as of the date hereof and Counsels' understanding of the current published administrative and assessing prac tices and policies of the Canada Revenue Agency (the "CRA"). Except for specifically proposed amendments (the "Proposed Amendments") to the Tax Act and the Regulations that have been publicly announced by or on behalf of the federal Minister of Finance prior to the date hereof, this summary does not take into account or anticipate changes in the income tax law, whether by legislative, governmental or judicial action, nor any changes in the administrative practices and policies of the CRA. There can be no assurance that the Proposed Amendments will be enacted in their present form, or at all. This summary is not exhaustive of all Canadian federal income tax considerations nor does it take into account any provincial, territorial or foreign tax considerations arising from the acquisition, ownership or disposition of the Securities. This discussion is general only and is not a substitute for independent advice from a shareholder's own Canadian and U.S. tax advisors.

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended (the "Convention").

Dividends on Common Shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada. The Convention limits the rate to 15 percent if the shareholder is a resident of the United States and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would generally be equal to the amount by which our paid up or stated capital had increased by reason of the payment of such dividend. We will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on the Corporation's debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.

The Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer or provide a pension, retirement or employee benefit fund or plan, if it is a resident of the United States and is exempt from income tax under the laws of the United States.

Dispositions of Common Shares

Under the Canadian Tax Act, a taxpayer's capital gain or capital loss from a disposition of a share of our common stock is the amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian currency using a weighted average adjusted cost base for identical properties. The capital gains net of losses realized and included in income are at 50%. There are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which a shareholder's capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of "taxable Canadian property." Shares of our common stock will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder did not deal at arm's length and in certain other circumstances.

The Convention relieves United States residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:

the value of the shares is derived principally from "real property" in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production,

the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding the disposition, or was a resident in Canada at any time during the 10 years immediately preceding, and the shares were owned by the shareholder when they ceased to be resident in Canada, or

the shares formed part of the business property of a "permanent establishment" that the holder has or had in Canada within the 12 months preceding the disposition.

F.Dividends and Paying Agents

Not Applicable.

G.Statements by Experts

Not Applicable.

H.Documents on Display

The documents concerning us which are referred to in this annual report may be inspected at our offices located at 590 - 425 Carrall Street, Vancouver, British Columbia V6B 6E3.

We are required to file reports and other information with the securities commission in British Columbia, Alberta, Ontario and Quebec. Readers are invited to read and copy any reports, statements or other information, other than confidential filings, that we file with the provincial securities commission. These filings are also electronically available for the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) (www.sedar.com), the Canadian equivalent of the SEC's electronic document gathering and retrieval system (EDGAR).

I.Subsidiary Information

For information about our subsidiaries, please see "Item 4. Information On The Company; Organizational Structure."

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a number of risks related to changes in foreign currency exchange rates, interest rates, collection of accounts receivable, settlement of liabilities and management of cash and cash equivalents. We manage these risks through internal risk management policies.

Many of our strategies are based on historical trading patterns and correlations and our management's expectations of future events. However, these strategies may not be fully effective in all market environments or against all types of risks. Unexpected market developments may affect our risk management strategies during this time, and unanticipated developments could impact our risk management strategies in the future. If any of the variety of instruments and strategies we utilize are not effective, we may incur losses.

Credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company aims to protect its cash and cash equivalents from undue risk by holding them with various high credit quality financial institutions located in Canada and the United Kingdom which generally have an investment grade rating of a minimum of A- and does not invest any significant deposits in any financial institutions with a rating below that investment grade. In circumstances in which a bank in which the Company holds a deposit has any significant decline in its credit rating, the Company carefully monitors the extent of any credit risk net of government deposit guarantees and, where appropriate, would take remedial action to minimise the risk of any potential credit loss. Of the amounts held with financial institutions on deposit, $312,349 is covered by either the Financial Services Compensation Scheme in the Un ited Kingdom or the Canada Deposit Insurance Corporation, leaving $3,924,935 at risk should the financial institutions with which the deposits are held cease trading.

The Company's accounts receivable are all from large, well-known retailers located in Canada, the United States and the United Kingdom. Credit risk from accounts receivable encompasses the default risk of retail customers. The Company manages its exposure to credit risk by only working with larger, reputable companies and prior to accepting new customers; the Company assesses the risk of default associated with a particular company. In addition, on an ongoing basis, management monitor the level of accounts receivable attributable to each customer and the length of time taken for amounts to be settled and where necessary, takes appropriate action to follow up on those balances considered overdue.

Management does not believe that there is significant credit risk arising from any of the Company's customers; however, should one of the Company's main customers be unable to settle amounts due, the impact on the Company could be significant. The maximum exposure to loss arising from accounts receivable is equal to their total carrying amounts. At September 30, 2009, four customers each account for 10% or more of total trade accounts receivable (2008 - four customers).

Financial assets past due

At September 30, 2009, the Company has a provision of $154,945 against trade accounts receivable, the collection of which is considered doubtful.

The following table provides information regarding the ageing of financial assets that are past due but which are not impaired.

At September 30, 2009

		Financial assets that are past due but not impaired
	Neither past due nor impaired	31 - 60 days	61 - 90 days	91 days +	Carrying value on the balance sheet $

Trade accounts receivable	3,304,496	327,965	530,187	636,529	4,799,177
Other	40,105	-	-	-	40,105

The definition of items that are past due is determined by reference to terms agreed with individual customers. Of the 91 days+ balance outstanding at September 30, 2009, 55% has been subsequently collected as at December 14, 2009. None of the amounts outstanding have been challenged by the respective customer(s) and the Company continues to conduct business with them on an ongoing basis. Accordingly, management has no reason to believe that this balance is not fully collectable in the future.

The Company reviews financial assets past due on an ongoing basis with the objective of identifying potential matters which could delay the collection of funds at an early stage. Once items are identified as being past due, contact is made with the respective company to determine the reason for the delay in payment and to establish an agreement to rectify the breach of contractual terms. At September 30, 2009, the Company had a provision for doubtful accounts of $154,945 which was made against trade accounts receivable in excess of twelve months old and where collection efforts to date have been unsuccessful. All amounts neither past due nor impaired are collectible from large, well-known retailers located in Canada, the United States and the United Kingdom. The Company is not aware of any information suggesting that the collectability of these amounts is in doubt

Market risk

Market risk is the risk to the Company that the fair value or future cash flows of financial instruments will fluctuate due to changes in interest rates and foreign currency exchange rates. Market risk arises as a result of the Company generating revenues and incurring expenses in foreign currencies, holding cash and cash equivalents which earn interest and having operations based in the United Kingdom in the form of its wholly owned subsidiary, Pixology.

Interest rate risk

The only financial instruments that expose the Company to interest rate risk are its cash and cash equivalents and its loan payable. The Company's objectives of managing its cash and cash equivalents are to ensure sufficient funds are maintained on hand at all times to meet day-to-day requirements and to place any amounts which are considered in excess of day-to-day requirements on short-term deposit with the Company's banks so that they earn interest. When placing amounts of cash and cash equivalents on short-term deposit, the Company only uses high quality commercial banks and ensures that access to the amounts placed can be obtained on short-notice.

The Company's loan payable bears interest at a rate based on the United Kingdom Base Rate plus a premium of 3.75%. The Company does not have in place any financial instruments to mitigate the possible adverse effects of an increase in the underlying Base Rate.

Currency risk

The Company generates revenues and incurs expenses and expenditures primarily in Canada, the United States and the United Kingdom and is exposed to risk from changes in foreign currency rates. In addition, the Company holds financial assets and liabilities in foreign currencies that expose the Company to foreign exchange risks. The Company does not utilise any financial instruments or cash management policies to mitigate the risks arising from changes in foreign currency rates.

At September 30, 2009, through its wholly owned subsidiaries, the Company had cash and cash equivalents of $2,435,735, accounts receivable of $2,274,425 and accounts payable of $5,033,722 which were denominated in UK £. In addition, at September 30, 2008, the Company had cash and cash equivalents of $1,778,532, accounts receivable of $1,698,105 and accounts payable of $847,192 which were denominated in US$ as well as a UK £ denominated loan outstanding of $937,548. In October 2009 the Company repaid this loan in full.

Sensitivity analysis

The Company has completed a sensitivity analysis to estimate the impact on net loss for the period which a change in foreign exchange rates or interest rates during the year ended September 30, 2009 would have had.

This sensitivity analysis includes the following assumptions:

Changes in individual foreign exchange rates do not cause foreign exchange rates in other countries to alter

Changes in market interest rates do not cause a change in foreign exchange rates

The results of the foreign exchange rate sensitivity analysis can be seen in the following table:

	Impact on net loss $

Change of +/- 10% in US$ foreign exchange rate	+/- 224,856
Change of +/- 10% in UK£ foreign exchange rate	+/- 703,556

A change of 1% in the United Kingdom Base Rate would have an annual impact of approximately $8,600 on the Company's net loss.

The above results arise primarily as a result of the Company having US$ denominated trade accounts receivable balances, trade accounts payable balances and bank account balances as well as a UK£ denominated loan balance.

Limitations of sensitivity analysis

The above table demonstrates the effect of either a change in foreign exchange rates or interest rates in isolation. In reality, there is a correlation between the two factors.

Additionally, the financial position of the Company may vary at the time that a change in either of these factors occurs, causing the impact on the Company's results to differ from that shown above.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There have not been any defaults with respect to dividends, arrearages or delinquencies since September 30, 2009.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There have been no material modifications to the rights of our security holders or use of proceeds since September 30, 2009.

ITEM 15. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed bythe Company inthe reportsthat we fileor submit under theSecurities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under theSecurities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under theSecurities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this annual report, being September 30, 2009. This evaluation was carried out by the Company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of September 30, 2009.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are made only in accordance with authorizations of management and the directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Management has assessed the effectiveness of our internal control over financial reporting as at September 30, 2009 using criteria established inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management has concluded that the Company maintained effective internal control over financial reporting as at September 30, 2009.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During our fiscal year ended September 30, 2009, we amended our accounting treatment of the allocation of goodwill and intangible assets. In addition, we adopted a policy of seeking additional guidance from independent third parties in areas of complex accounting in order to reduce risk. We believe that the adoption of new procedures regarding the allocation of goodwill and intangible assets has addressed the material weaknesses identified in our management's report on internal control over financial reporting for our fiscal year ended September 30, 2008, which was included in our annual report for such year end. Thus, we believe that our adoption of new procedures regarding the allocation of goodwill and intangible assets has materially affected our internal control over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company's management, including the Chief Executive Officer and Chief Financial Officer, believe that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The members of the audit committee are Peter Scarth, Peter Fitzgerald and Thomas Nielsen.

Our Board of Directors has determined that Peter Fitzgerald qualifies as a "financial expert", however, he is not independent according to the standards for audit committee member independence prescribed by the American Stock Exchange.

Two members of the audit committee are independent (being Peter Scarth and Thomas Nielson) and all audit committee members are financially literate.

A member of the audit committee is consideredfinancially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

Peter Fitzgerald obtained his M.S.C. from the Massachusetts Institute of Technology, MASS., USA in 1989; a PMD from the Harvard Business School in 1983; and an FCCA from the Chartered Association of Certified Accountants in 1973. In his previous employment, Mr. Fitzgerald was CEO of Gretag Imaging and prior to this CEO of Qualex, the Eastman Kodak proto-processing subsidiary.

Peter Scarth obtained his Professional Engineering designation, in Chemical Engineering in 1969 from Queens University. Mr Scarth is a retired businessman, but in his previous employment he was President & CEO of the Company from March 2001 to October 2004 and was Vice President and Business Manager, Consumer Imaging and Vice President of the Motion Picture division within Kodak Canada.

Thomas Neilsen obtained his Bachelor of Computer Science in 1990 from the Tietgenskolen, EDB-skolen, Denmark. Mr. Neilsen is currently the Director of Engineering for Adobe Systems Incorporated Creative Professional Business Unit. Prior to Adobe, Mr. Neilsen led the Windows Printing and Imaging and Windows Digital Document teams at Microsoft.

All of the above have had extensive experience reviewing financial statements.

ITEM 16B. CODE OF ETHICS

Our policy is to conduct our business in accordance with the highest ethical and legal standards. To assist us in achieving this policy, the Board of Directors has adopted a Code of Ethics and Trading Restrictions Policy on December 11, 2006. The Code is designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely and understandable disclosure in reports and documents that we submit to regulatory authorities and communicate to the public;

(3) Compliance with applicable governmental laws and regulations;

(4) Prompt internal reporting of violations of the Code to appropriate persons identified in the Code; and

(5) Accountability for adherence to the Code.

The Code applies to all of our employees, officers, and directors, including those of our subsidiaries. Depending on the circumstances, it may also apply to agents and other representatives of us.

The Company undertakes to provide to any person without charge, upon request, a copy of our Code. Such requests can be made to the Company in writing (our principal executive office is located at 590-425 Carrall Street, Vancouver, British Columbia, Canada V6B 6E3) or by telephone (our telephone number is 604-893-8955).

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

A. Audit Fees

The aggregate fees billed by our auditors were CDN $320,000 and CDN$374,000 for the fiscal years ended 2009 and 2008, respectively.

B. Audit-Related Fees

The aggregate fees billed by our auditors for audit-related fees were CDN$22,000 and CDN$62,000 for the fiscal years ended 2009 and 2008, respectively and related to review engagements carried out with regards to certain of our quarterly financial statements.

C. Tax Fees

The aggregate fees billed by our auditors for tax fees were CDN$nil and CDN$9,000 for the fiscal years ended 2008 and 2007, respectively.

D. All Other Fees

Nil

Pre-Approval of Services by the Independent Auditor

The Audit Committee is responsible for the pre-approval of audit and permitted non-audit services to be performed by the Company's independent auditor. The Audit Committee will, on an annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by its auditor. Thereafter, the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services by its auditor which are not encompassed by the Audit Committee's annual pre-approval and are not prohibited by law. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve, on a case-by-case basis, non-audit services to be performed by the Company's auditors. The Audit Committee has approved all of the audit and permitted non-audit services performed by the Company's auditors in the year ended September 30, 2009.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Not Applicable

ITEM 16G. CORPORATE GOVERNANCE.

Not Applicable

PART III

ITEM 17. FINANCIAL STATEMENTS

We are providing financial statements pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS

Our consolidated financial statements are expressed in Canadian dollars and are prepared in accordance with Canadian Generally Accepted Accounting Principles or Canadian GAAP. See Note 16 to the consolidated financial statements for a reconciliation of the measurement differences between Canadian and US GAAP, as they relate to us.

The financial statements and notes thereto as required under Item 18 are attached hereto and are found immediately following the text of this annual report.

ITEM 19. EXHIBITS

The following exhibits are filed as part of this annual report:

Exhibit Number	Description
1.1	Articles, as amended (1)
1.2	Notice of Articles, dated December 2, 2009 (1)
1.3	Certificate of Change of Name, dated June 4, 2009 (1)
4.1	The Services and Software Agreement with CVS Pharmacy, Inc., dated February 1, 2006.(2)
4.2	The Toronto Co-Located Hosting Agreement with TELUS Communications Inc., dated November 19, 2007. This agreement is for a 60 month period commencing January 15, 2008. (3)
4.3	The Vancouver Co-Located Hosting Agreement with TELUS Communications Inc., dated November 20, 2007. This agreement is for a 34 month period commencing December 1, 2007. (3)
4.4	The Services Agreement between Pixology and ASDA Stores Limited is dated 28 September 2005 and continues in full force and effect until terminated by either party giving no less than three calendar month's notice in writing to the other, such notice to expire at any time on or after the first anniversary of the commencement date. (3)
4.5	The lease between Pixology and the University of Surrey for Chancellor Court (Pixology's Office) is dated 24 April 2003 and has a term of 10 years. Also contained is the option of terminating the lease on the expiry of the fifth year of the term with at least six months prior written notice and an amount payable equal to three months rent. (3)
4.6	The Services Agreement with Sam's West Inc., dated January 23, 2008. (4)

Exhibit Number	Description
4.7	The Amended and Restated Services Agreement with Wal-Mart Canada Corp., dated January 31, 2008. (4)
4.8	The License and Services Agreement with Black Photo Corporation, dated April 1, 2008. (4)
4.9	The Internet Photo Services Agreement with Costco Wholesale Corporation, dated April 29, 2008. (4)
4.10	The Master Equipment Lease Agreement with Relational Funding Canada Corp., dated March 10, 2008. (4)
4.11	The lease renewal and modification agreement for our executive offices in Canada with The Old BC Electric Building Corp., dated June 11, 2009.(1)
4.12	The lease renewal and modification agreement for our support offices in Canada with The Old BC Electric Building Corp., dated June 11, 2009. (1)
4.13	The share purchase agreement amongst PhotoChannel Networks Inc., as Purchaser and Vendors in relation to the sale and purchase of the whole of the issued share capital of WorksMedia Limited, dated February 25, 2009. (1)
4.14	The license and distribution agreement between PNI Digital Media Inc. and Retail Imaging Management Group L.L.C., dated September 30, 2009. (1)
12.1	Section 302(a) Certification of CEO.(1)
12.2	Section 302(a) Certification of CFO.(1)
13.1	Section 906 Certifications of CEO and CFO.(1)

_____________________

(1) Filed herewith.

(2) Filed as an exhibit to our Annual Report on Form 20-F for our fiscal year ended September 30, 2006, as filed with the SEC on April 2, 2007.

(3) Filed as an exhibit to our Annual Report on Form 20-F for our fiscal year ended September 30, 2007, as filed with the SEC on April 4, 2008.

(4) Filed as an exhibit to our Annual Report on Form 20-F for our fiscal year ended September 30, 2008, as filed with the SEC on January 20, 2009.

SIGNATURES

The registrant certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: March 15, 2010

PNI DIGITAL MEDIA INC.
(Registrant)

By:       /s/ Peter David Fitzgerald
             Peter David Fitzgerald
             Chairman

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Pni Digital Media Inactive 20-F2009 FY Annual report (foreign)

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