##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to
 Commission file number: 000-26073
 IMMEDIATEK, INC.
  Nevada
    
    86-0881193(State or other jurisdiction of incorporation or 
organization)
    
    (IRS Employer Identification No.)320 South WaltonDallas, Texas
    
    75226(Address of principal executive offices)
    
    (Zip code)
 (214) 363-8183  (Issuers telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ




---



##### 



IMMEDIATEK, INC.
 TABLE OF CONTENTS
 PageIntroduction
    
    
    1Trademarks and Service Marks
    
    
    1Market and Industry Data and Forecasts
    
    
    1Forward-Looking Statements
    
    
    1Part I  Unaudited Financial Information
    
    
    3Item 1. Unaudited Financial Statements
    
    
    3Unaudited Condensed Consolidated Balance Sheets at June 30, 2010 and December 31, 2009
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three months and 
six months ended June 30, 2010 and 2009
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the six months 
ended June 30, 2010 and 2009
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20Part II  Other Information
    
    
    21Item 6. Exhibits
    
    
    21Signatures
    
    
    S-1Exhibit 31.1Exhibit 32.1
   i




---



##### Table of Contents



INTRODUCTION
  
 TRADEMARKS AND SERVICE MARKS
  
 MARKET AND INDUSTRY DATA AND FORECASTS
 Form 10-Q
 
 FORWARD-LOOKING STATEMENTS
  
    
    our inability to continue as a going concern;
 
    
    our history of losses, which may continue;
 
    
    our inability to utilize the funds received in a manner that is accretive;
 
    
    our inability to generate sufficient funds from operating activities to fund
operations;
 
    
    difficulties in developing and marketing new products;
  1




---



##### Table of Contents




    
    inability to integrate our recently acquired Officeware business;
 
    
    inability to execute our growth and acquisition strategy;
 
    
    dependence on third-party contractors, platforms, software, websites, and
technologies used in the creation and maintenance of the FilesAnywhere service; and
 
    
    general economic conditions, including among others, the pronounced recession,
rising unemployment and major bank failures and unsettled capital markets.
    2




---



##### Table of Contents



PART I  UNAUDITED FINANCIAL INFORMATION
 
 Item 1. Unaudited Financial Statements.
 Immediatek, Inc.
 
 Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash
    
    $
    2,385,504
    
    
    $
    278,795Accounts receivable, net
    
    
    319,001
    
    
    
    3,609Prepaid expenses and other current assets
    
    
    87,474
    
    
    
    7,940Total current assets
    
    
    2,791,979
    
    
    
    290,344Fixed assets, net
    
    
    453,282
    
    
    
    3,872Intangible assets, net
    
    
    1,637,973
    
    
    
    Goodwill
    
    
    766,532
    
    
    
    Other assets
    
    
    9,784
    
    
    
    Total Assets
    
    $
    5,659,550
    
    
    $
    294,216Liabilities and Stockholders Equity (Deficit)Current liabilities:Accounts payable
    
    $
    53,077
    
    
    $
    14,261Accrued liabilities
    
    
    94,245
    
    
    
    26,043Deferred revenue
    
    
    614,962
    
    
    
    Current portion of capital lease obligations
    
    
    58,263
    
    
    
    Note payable- related party
    
    
    772,500
    
    
    
    750,000Total current liabilities
    
    
    1,593,047
    
    
    
    790,304Capital lease oligations
    
    
    30,654
    
    
    
    Total liabilities
    
    
    1,623,701
    
    
    
    790,304Series A convertible preferred stock (conditionally redeemable); $0.001 par value
4,392,286 authorized, issued and outstanding at June 30, 2010 and
December 31, 2009; redemption/liquidation preference of $3,000,000
    
    
    3,000,000
    
    
    
    3,000,000Series B convertible preferred stock (conditionally redeemable); $0.001 par value
69,726 authorized, issued and outstanding at June 30, 2010 and
December 31,2009; redemption/liquidation preference of $500,000
    
    
    500,000
    
    
    
    500,000Stockholders equity (deficit):Common stock, $0.001 par value, 500,000,000 shares authorized and 15,865,641
and 535,321 shares issued and outstanding at June 30, 2010
and December 31, 2009, respectively
    
    
    15,865
    
    
    
    535Additional paid in capital
    
    
    5,168,772
    
    
    
    163,102Accumulated deficit
    
    
    (4,648,788
    )
    
    
    (4,159,725
    )Total stockholders equity (deficit)
    
    
    535,849
    
    
    
    (3,996,088
    )Total Liabilities, Preferred
Stock and Stockholders
Equity (Deficit)
    
    $
    5,659,550
    
    
    $
    294,216
   3




---



##### Table of Contents



Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Operations
 For the Three Months Ended June 30,
    
    
    For the Six Months Ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    682,874
    
    
    $
    240
    
    
    $
    682,897
    
    
    $
    302Cost of revenues
    
    
    (166,662
    )
    
    
    
    
    
    
    (166,662
    )
    
    
    Gross margin
    
    
    516,212
    
    
    
    240
    
    
    
    516,235
    
    
    
    302Expenses:Research and development
    
    
    275,049
    
    
    
    96,846
    
    
    
    373,568
    
    
    
    205,650Sales and marketing
    
    
    74,430
    
    
    
    
    
    
    
    74,430
    
    
    
    General and administrative
    
    
    397,792
    
    
    
    92,674
    
    
    
    560,331
    
    
    
    200,389Total expenses
    
    
    747,271
    
    
    
    189,520
    
    
    
    1,008,329
    
    
    
    406,039Net operating loss
    
    
    (231,059
    )
    
    
    (189,280
    )
    
    
    (492,094
    )
    
    
    (405,737
    )Other income (expense):Other income
    
    
    58
    
    
    
    
    
    
    
    58
    
    
    
    Other income  related party
    
    
    6,950
    
    
    
    11,518
    
    
    
    15,738
    
    
    
    21,976Interest income
    
    
    672
    
    
    
    403
    
    
    
    672
    
    
    
    518Interest expense
    
    
    (2,035
    )
    
    
    
    
    
    
    (2,035
    )
    
    
    Interest expense  related party
    
    
    (5,778
    )
    
    
    (5,609
    )
    
    
    (11,402
    )
    
    
    (6,041
    )Net loss
    
    $
    (231,192
    )
    
    $
    (182,968
    )
    
    $
    (489,063
    )
    
    $
    (389,284
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    15,865,641
    
    
    
    535,321
    
    
    
    8,242,830
    
    
    
    535,321Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.01
    )
    
    $
    (0.34
    )
    
    $
    (0.06
    )
    
    $
    (0.73
    )
   4




---



##### Table of Contents



Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Cash Flow
 For the Six Months Ended June 302010
    
    
    2009Cash flows from operating activitiesNet loss
    
    $
    (489,063
    )
    
    $
    (389,284
    )Depreciation and amortization
    
    
    118,480
    
    
    
    2,714Non-cash consulting fees  related party
    
    
    21,000
    
    
    
    21,000Adjustments to reconcile net loss to net cash used
in operating activities, net of effects of merger:Accounts receivable
    
    
    90,728
    
    
    
    (17,771
    )Prepaid expenses and other assets
    
    
    (31,791
    )
    
    
    (8,105
    )Accounts payable
    
    
    4,811
    
    
    
    3,297Accrued liabilities
    
    
    (1,934
    )
    
    
    6,028Deferred revenue
    
    
    182,658
    
    
    
    Net cash used in operating activities
    
    
    (105,111
    )
    
    
    (382,121
    )Cash flows from investing activitiesCash acquired with merger
    
    
    1,243,806
    
    
    
    Purchase of fixed assets
    
    
    (17,697
    )
    
    
    (3,218
    )Proceeds from the sale of fixed assets
    
    
    
    
    
    
    7,649Net cash provided by investing activities
    
    
    1,226,109
    
    
    
    4,431Cash flows from financing activitiesPayments on capital leases
    
    
    (14,289
    )
    
    
    Proceeds from the issuance of common stock
    
    
    1,000,000
    
    
    
    Proceeds from issuance of promissory note
    
    
    
    
    
    
    750,000Net cash provided by financing activities
    
    
    985,711
    
    
    
    750,000Net increase in cash
    
    
    2,106,709
    
    
    
    372,310Cash at the beginning of the period
    
    
    278,795
    
    
    
    223,651Cash at the end of the period
    
    $
    2,385,504
    
    
    $
    595,961Supplemental disclosures:Interest paid
    
    $
    2,035
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    Number of shares issued for the merger
    
    
    12,264,256
    
    
    
    Value of shares issued for the merger
    
    $
    4,000,000
    
    
    $
    
   5




---



##### Table of Contents



IMMEDIATEK, INC.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2010
 NOTE 1  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Business:
    Basis of Presentation:
  6




---



##### Table of Contents



IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
  Management Estimates and Significant Risks and Uncertainties:
  
    
    our inability to continue as a going concern;
 
    
    our history of losses, which may continue;
 
    
    our inability to utilize the funds received in a manner that is accretive;
 
    
    our inability to generate sufficient funds from operating activities to fund
operations;
 
    
    difficulties in developing and marketing new products;
 
    
    inability to integrate our recently acquired Officeware business;
 
    
    inability to execute our growth and acquisition strategy;
 
    
    dependence on third-party contractors, platforms, software, websites, and
technologies used in the creation and maintenance of the FilesAnywhere service; and
 
    
    general economic conditions, including among others, the pronounced recession,
rising unemployment and major bank failures and unsettled capital markets.
 Business Segments:
 Cash and Cash Equivalents:
 Fair Value of Financial Instruments:
  7




---



##### Table of Contents



IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
 Accounts Receivable, Net:
 Goodwill and Intangible Assets:
 Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    IntangibleAmount
    
    
    Amortization
    
    
    AssetsTrade name
    
    $
    126,808
    
    
    
    3,170
    
    
    
    123,638Developed technology
    
    $
    729,423
    
    
    
    30,393
    
    
    
    699,030Customer relationships
    
    $
    842,413
    
    
    
    30,086
    
    
    
    812,327Total
    
    $
    1,698,644
    
    
    
    63,649
    
    
    
    1,634,995
  Fiscal Year Ended
    
    AmortizationDecember 31,
    
    Expense2010
    
    $
    190,9472011
    
    $
    254,5962012
    
    $
    254,5962013
    
    $
    254,5962014
    
    $
    254,596
  Concentration of Credit Risk:
  8




---



##### Table of Contents



IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
 Revenue Recognition and Deferred Revenue:
 Research and Development:
 Advertising Costs:
 Income Taxes: Income Taxes
  Income Taxes
 Net Loss per Share:
 Comprehensive Loss:
  9




---



##### Table of Contents



IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
 NOTE 2  MERGER WITH OFFICEWARE CORPORATION
  Cash
    
    $
    1,243,806Accounts receivable, net
    
    
    406,120Prepaid expenses and other current assets
    
    
    47,374Fixed assets
    
    
    486,544Intangible assets
    
    
    1,701,622Goodwill
    
    
    766,532Other assets
    
    
    10,153Accounts payable
    
    
    (34,005
    )Accrued liabilities
    
    
    (92,636
    )Deferred revenue
    
    
    (432,304
    )Capital lease obligations
    
    
    (103,206
    )Net assets acquired with merger
    
    $
    4,000,000
  Trade name
    
    $
    126,808
    
    
    10 yearsDeveloped technology
    
    
    729,423
    
    
    6 yearsCustomer relationships
    
    
    842,413
    
    
    7 yearsDomain name
    
    
    2,978
    
    
    indefinite
   Revenues
    
    $
    682,841Net operating income
    
    
    18,218Net income
    
    
    16,913
 
 Revenues
    
    $
    1,528,142Net operating loss
    
    
    (452,917
    )Net loss
    
    
    (448,208
    )Basic and diluted net loss per share
    
    $
    (0.03
    )
   10




---



##### Table of Contents



IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
 NOTE 3  ISSUANCE OF COMMON STOCK
  NOTE 4  RELATED PARTY TRANSACTIONS
 Office Space.
 Management Services Agreement.
 
    
    December 31, 2010; and
    
    the date on which Radical Holdings LP, its successors or their
respective affiliates cease to beneficially own, directly or
indirectly, at least 20% of the Companys then outstanding voting
power.
  Consulting Agreements.
  11




---



##### Table of Contents



IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2010
    Demand Promissory Note.
  Merger Agreement.
  12




---



##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  
    
    Our Business  a general description of our business, our objectives, our areas of
focus and the challenges and risks of our business.
 
    
    Critical Accounting Policies and Estimates  a discussion of accounting policies
that require critical judgments and estimates.
 
    
    Operations Review  an analysis of our consolidated results of operations for the
periods presented in this Quarterly Report on Form 10-Q.
 
    
    Liquidity, Capital Resources and Financial Position  an analysis of our cash flows
and debt and contractual obligations; and an overview of our financial condition.
 Our Business
 General
    13




---



##### Table of Contents



History of Operating Losses
  For the Three Months Ended June 30,2010
    
    
    2009(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (231,192
    )
    
    $
    (182,968
    )Net cash provided by (used in) operating activities
    
    $
    120,562
    
    
    $
    (189,139
    )For the Six Months Ended June 30,2010
    
    
    2009(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (489,063
    )
    
    $
    (389,284
    )Net cash used in operating activities
    
    $
    (105,111
    )
    
    $
    (382,121
    )
   14




---



##### Table of Contents



Our Objectives
  Areas of Focus
 Officeware  Increase Users.
 RadicalBuy  Increase Users and Transactions
 Other Potential Applications of the Technology We Have Developed. .
 Acquisitions
 Challenges and Risks
 see
 Utilizing Funds on Hand in a Manner that is Accretive
 Growing Users
  15




---



##### Table of Contents



Competition
 Integration of Officeware
   Critical Accounting Policies and Estimates
  
    
    Convertible Securities. From time to time, we have issued, and in the future may
issue, convertible securities with beneficial conversion features. We account for
these convertible securities in accordance with ASC Topic 470, Beneficial Conversion
Feature.
 
    
    Revenue Recognition. Revenues are recognized when persuasive evidence of an
arrangement exists, it has delivered the product or performed the service, the fee is
fixed or determinable and collection is reasonably assured. If any of these criteria
are not met, the Company defers recognizing the revenue until such time as all
criteria are met. Determination of whether or not these criteria have been met may
require the Company to make judgments, assumptions and estimates based upon current
information and historical experience. To date, minimal revenues have been generated
from RadicalBuy. Officeware generates revenue primarily from monthly fees for the
services and products that it offers. While revenues for Officewares
filesanywhere.com product are often received in advance of providing the applicable
service, the Company defers recognizing such revenues until the service has been
performed. Revenues for Officewares custom products for large enterprises are often
received after such services are provided. The Company recognizes such revenues when
service has been provided and collection is reasonably assured.
   16




---



##### Table of Contents



Operations Review
 The Three Months Ended June 30, 2010 Compared to the Three Months
Ended June 30, 2009
 For the Three Months Ended June 30,
    
    
    2010 vs. 20092010
    
    
    2009
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    682,874
    
    
    $
    240
    
    
    $
    682,634
    
    
    
    284,431
    %Cost of revenues
    
    
    (166,662
    )
    
    
    
    
    
    
    (166,662
    )
    
    
    
    %Gross margin
    
    
    516,212
    
    
    
    240
    
    
    
    515,972
    
    
    
    214,988
    %Expenses:Research and development
    
    
    275,049
    
    
    
    96,846
    
    
    
    178,203
    
    
    
    184
    %Sales and marketing
    
    
    74,430
    
    
    
    
    
    
    
    74,430
    
    
    
    
    %General and administrative
    
    
    397,792
    
    
    
    92,674
    
    
    
    305,118
    
    
    
    329
    %Total expenses
    
    
    747,271
    
    
    
    189,520
    
    
    
    557,751
    
    
    
    294
    %Net operating loss
    
    
    (231,059
    )
    
    
    (189,280
    )
    
    
    (41,779
    )
    
    
    22
    %Other income (expense):Other income
    
    
    58
    
    
    
    
    
    
    
    58
    
    
    
    
    %Other income  related party
    
    
    6,950
    
    
    
    11,518
    
    
    
    (4,568
    )
    
    
    (40
    )%Interest income
    
    
    672
    
    
    
    403
    
    
    
    269
    
    
    
    67
    %Interest expense
    
    
    (2,035
    )
    
    
    
    
    
    
    (2,035
    )
    
    
    
    %Interest expense  related party
    
    
    (5,778
    )
    
    
    (5,609
    )
    
    
    (169
    )
    
    
    (3
    )%Net loss
    
    $
    (231,192
    )
    
    $
    (182,968
    )
    
    $
    (48,224
    )
    
    
    26
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    15,865,641
    
    
    
    535,321
    
    
    
    15,330,320
    
    
    
    2,864
    %Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.01
    )
    
    $
    (0.34
    )
    
    $
    0.33
    
    
    
    96
    %
   17




---



##### Table of Contents



The Six Months Ended June 30, 2010 Compared to the Six Months
Ended June 30, 2009
 For the Six Months Ended June 30,
    
    
    2010 vs. 20092010
    
    
    2009
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    682,897
    
    
    $
    302
    
    
    $
    682,595
    
    
    
    226,025
    %Cost of revenues
    
    
    (166,662
    )
    
    
    
    
    
    
    (166,662
    )
    
    
    
    %Gross margin
    
    
    516,235
    
    
    
    302
    
    
    
    515,933
    
    
    
    170,839
    %Expenses:Research and development
    
    
    373,568
    
    
    
    205,650
    
    
    
    167,918
    
    
    
    82
    %Sales and marketing
    
    
    74,430
    
    
    
    
    
    
    
    74,430
    
    
    
    
    %General and administrative
    
    
    560,331
    
    
    
    200,389
    
    
    
    359,942
    
    
    
    180
    %Total expenses
    
    
    1,008,329
    
    
    
    406,039
    
    
    
    602,290
    
    
    
    148
    %Net operating loss
    
    
    (492,094
    )
    
    
    (405,737
    )
    
    
    (86,357
    )
    
    
    21
    %Other income (expense):Other income
    
    
    58
    
    
    
    
    
    
    
    58
    
    
    
    
    %Other income  related party
    
    
    15,738
    
    
    
    21,976
    
    
    
    (6,238
    )
    
    
    (28
    )%Interest income
    
    
    672
    
    
    
    518
    
    
    
    154
    
    
    
    30
    %Interest expense
    
    
    (2,035
    )
    
    
    
    
    
    
    (2,035
    )
    
    
    
    %Interest expense  related party
    
    
    (11,402
    )
    
    
    (6,041
    )
    
    
    (5,361
    )
    
    
    (89
    )%Net loss
    
    $
    (489,063
    )
    
    $
    (389,284
    )
    
    $
    (99,779
    )
    
    
    26
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    8,242,830
    
    
    
    535,321
    
    
    
    7,707,509
    
    
    
    1,440
    %Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.06
    )
    
    $
    (0.73
    )
    
    $
    0.67
    
    
    
    92
    %
  Liquidity and Capital Resources and Financial Position
 General
   18




---



##### Table of Contents



Operating Activities
 Investing Activities
 Financing Activities
 Liquidity
   19




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in internal controls
  20




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 6. Exhibits.
  ExhibitNumber
    
    Description of Exhibit3.1
    
    
    Amended and Restated Articles of Incorporation of the Registrant,
dated as of June 2, 2006 and filed with the Secretary of State of
the State of Nevada on June 5, 2006 (filed as Exhibit 3.1 to the
Registrants Quarterly Report on Form 10-QSB for quarter ended
March 31, 2006 (filed on June 26, 2006) and incorporated herein by
reference).3.2
    
    
    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrants
Annual Report on Form 10-KSB for year ended December 31, 2005
(filed on May 11, 2006) and incorporated herein by reference).4.1
    
    
    Form of common stock certificate of the Registrant (filed as
Exhibit 4.1 to the Registrants Annual Report on Form 10-KSB for
year ended December 31, 2005 (filed on May 11, 2006) and
incorporated herein by reference).4.2
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.1 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.3
    
    
    Form of stock certificate for Series A Convertible Preferred Stock
(filed as Exhibit 4.8 to the Registrants Quarterly Report on Form
10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006)
and incorporated herein by reference).4.4
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series B Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.2 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.5
    
    
    Form of stock certificate for Series B Convertible Preferred Stock
(filed as Exhibit 4.5 to the Registrants Annual Report on Form
10-K for year ended December 31, 2008 (filed on March 31, 2009)
and incorporated herein by reference).10.2
    
    
    Amendment to Stock Exchange Agreement, dated April 1, 2010, by and
among Immediatek, Inc., Officeware Corporation, Officeware
Acquisition Corporation, Timothy Rice, Chetan Jaitly, Radical
Holdings LP, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly
Hart, Martin Woodall and Radical Investments LP (filed as Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on April
8, 2010 and incorporated herein by reference).10.3
    *
    
    Executive Agreement, dated April 1, 2010, between Officeware
Corporation and Timothy Rice (filed as Exhibit 10.2 to the
Registrants Current Report on Form 8-K filed on April 8, 2010 and
incorporated herein by reference).10.4
    *
    
    Executive Agreement, dated April 1, 2010, between Officeware
Corporation and Chetan Jaitly (filed as Exhibit 10.3 to the
Registrants Current Report on Form 8-K filed on April 8, 2010 and
incorporated herein by reference).10.5
    *
    
    Executive Agreement, dated April 1, 2010, between Officeware
Corporation and Rajesh Jaitly (filed as Exhibit 10.4 to the
Registrants Current Report on Form 8-K filed on April 8, 2010 and
incorporated herein by reference).31.1
    **
    
    Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act.32.1
    **
    
    Certification Required by 18 U.S.C. Section 1350 (as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    Indicates document filed herewith.  21




---



##### Table of Contents



SIGNATURES
  Date: August 13, 2010
    
    IMMEDIATEK, INC.,a Nevada corporationBy:
    
    /s/ DARIN DIVINIAName:
    
    Darin DiviniaTitle:
    
    Chief Executive Officer(On behalf of the Registrant and as Principal Executive Officer)
  S-1




---



##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibit3.1
    
    
    Amended and Restated Articles of Incorporation of the Registrant,
dated as of June 2, 2006 and filed with the Secretary of State of
the State of Nevada on June 5, 2006 (filed as Exhibit 3.1 to the
Registrants Quarterly Report on Form 10-QSB for quarter ended
March 31, 2006 (filed on June 26, 2006) and incorporated herein by
reference).3.2
    
    
    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrants
Annual Report on Form 10-KSB for year ended December 31, 2005
(filed on May 11, 2006) and incorporated herein by reference).4.1
    
    
    Form of common stock certificate of the Registrant (filed as
Exhibit 4.1 to the Registrants Annual Report on Form 10-KSB for
year ended December 31, 2005 (filed on May 11, 2006) and
incorporated herein by reference).4.2
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.1 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.3
    
    
    Form of stock certificate for Series A Convertible Preferred Stock
(filed as Exhibit 4.8 to the Registrants Quarterly Report on Form
10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006)
and incorporated herein by reference).4.4
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series B Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.2 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.5
    
    
    Form of stock certificate for Series B Convertible Preferred Stock
(filed as Exhibit 4.5 to the Registrants Annual Report on Form
10-K for year ended December 31, 2008 (filed on March 31, 2009)
and incorporated herein by reference).10.2
    
    
    Amendment to Stock Exchange Agreement, dated April 1, 2010, by and
among Immediatek, Inc., Officeware Corporation, Officeware
Acquisition Corporation, Timothy Rice, Chetan Jaitly, Radical
Holdings LP, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly
Hart, Martin Woodall and Radical Investments LP (filed as Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on April
8, 2010 and incorporated herein by reference).10.3
    *
    
    Executive Agreement, dated April 1, 2010, between Officeware
Corporation and Timothy Rice (filed as Exhibit 10.2 to the
Registrants Current Report on Form 8-K filed on April 8, 2010 and
incorporated herein by reference).10.4
    *
    
    Executive Agreement, dated April 1, 2010, between Officeware
Corporation and Chetan Jaitly (filed as Exhibit 10.3 to the
Registrants Current Report on Form 8-K filed on April 8, 2010 and
incorporated herein by reference).10.5
    *
    
    Executive Agreement, dated April 1, 2010, between Officeware
Corporation and Rajesh Jaitly (filed as Exhibit 10.4 to the
Registrants Current Report on Form 8-K filed on April 8, 2010 and
incorporated herein by reference).31.1
    **
    
    Certification of Principal Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act.32.1
    **
    
    Certification Required by 18 U.S.C. Section 1350 (as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    Indicates document filed herewith.