The broader impact/commercial potential of this Small Business Innovation Research (SBIR) Phase I project will be a revolutionary, high-speed, high-resolution and extremely high-sensitivity camera. This Quanta Image Sensor (QIS) camera will be the only compact complementary metal-oxide-semiconductor (CMOS) camera in the market with photon counting capability at room temperature. This camera can be used in scientific and medical imaging applications where high sensitivity is extremely important and the current state-of-the-art camera technologies cannot satisfy the needs of the consumers, and customers are desperately seeking a better camera solution. The QIS is a platform imaging technology and can be used in a broad range of imaging applications, such as automotive, augmented-reality & virtual-reality, security & surveillance, etc., where high-sensitivity, high-resolution and high-speed are required. Moreover, since the QIS technology is compatible with the mainstream CMOS fabrication lines, it has the potential to dominate the image sensor and camera market by high-volume production. The image sensor market is expected to expand at an annual growth rate of 10.4% from 2015 to 2021, reaching $18.8 billion market value by 2021. The proposed project addresses the major drawbacks of the state-of-the-art scientific EMCCD cameras, such as high noise (around 1 electron with external cooling), nonlinear response and unpredictable readout gain, low-resolution, low-speed, massive size and extremely high power consumption. In this project, a manufactured QIS test chip will be implemented into a 1 megapixel prototype QIS camera which can function at 1000 frames/s and the whole camera power consumption will be less than a Watt. The average noise will be around 0.21 electrons that unlocks the true photon-number-resolving at room temperature with about 99% accuracy. The modular compact QIS camera will contain some peripheral digital IC chips, power supplies, FPGA, USB 3 interface, etc. A QIS image processing algorithm will be implemented in the camera module to form and output images from the binary bits received from the imager. Advanced industrial and commercial standard tests and characterizations will be performed to comprehensively measure the performance of the prototype QIS camera. Also, the camera will be tested by alpha-customers and their feedbacks will be received. In order to improve the development, the results will be applied in future QIS cameras in the Phase II of the SBIR program.