##### Table of Contents



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 o
    
    TRANSITION REPORT UNDER 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
    
    (IRS Employer Identification No.)organization)
 320 South Walton
Dallas, Texas 75226
 
  (214) 744-8801
 
  
  þ o
 o þ
  o þ




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##### 



IMMEDIATEK, INC.
 TABLE OF CONTENTS
 PageIntroduction
    
    
    1Forward-Looking Statements
    
    
    2Part I  Financial Information
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheet at March 31, 2007 (unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006 (unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006 (unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    14Item 3. Controls and Procedures
    
    
    22Part II  Other Information
    
    
    23Item 1. Legal Proceedings
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    S-1Services AgreementCertification Pursuant to Rule 13a-14(a)Certification Pursuant to Rule 13a-14(a)Certification Required by 18 U.S.C. Section 1350
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##### Table of Contents



INTRODUCTION
 Unless the context otherwise indicates, all references in this Quarterly Report on Form 10-QSB
to the Company, Immediatek, we, us, our or ours or similar words are to Immediatek,
Inc. and its direct, wholly-owned subsidiary, DiscLive, Inc. Accordingly, there are no separate
financial statements for DiscLive, Inc.
 Change in Control
    Reverse Stock Split
  New Basis of Accounting
 Push Down Accounting
 
    
    adjustments to our fixed assets to reflect a step-up in basis of those assets to fair value;
    
    the recording of the fair value of our trade names, trade marks and covenants not to compete;
    
    adjustments to historical goodwill to reflect goodwill arising from the push down
accounting adjustments;
    
    the recording of the fair value of assets held for sale;
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
    
    a decrease in additional paid-in capital from these adjustments; and
    
    elimination of the accumulated deficit.
  
    
    an increase in net operating loss due to a higher level of depreciation from the
increase in the depreciable basis of fixed assets; and
    
    an increase in net operating loss due to a higher level of amortization related to
the increase in the amortizable basis of intangible assets.
   
 
 FORWARD-LOOKING STATEMENTS
  
    
    our inability to continue as a going concern;
    
    our history of losses, which are likely to 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;
    
    our inability to obtain a sufficient number of contracts to record live content;
    
    changes in the anticipated number of events to be recorded and resulting levels of product sales;
    
    dependence on third-party manufacturers and contractors;
    
    changes in technology that may make our products less attractive or obsolete;
    
    difficulties in developing and marketing new products; and
    
    changes in conditions affecting the economy generally.
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Immediatek, Inc.
 
 Condensed Consolidated Balance Sheet
 March 31, 2007(unaudited)AssetsCurrent assets:Cash
    
    $
    958,212Accounts receivable
    
    
    977Prepaid expenses and other current assets
    
    
    1,501Total current assets
    
    
    960,690Fixed assets, net
    
    
    108,516Assets held for sale
    
    
    6,386Intangible assets, net
    
    
    29,638Goodwill
    
    
    1,765,493Total Assets
    
    $
    2,870,723Liabilities and Stockholders DeficitCurrent liabilities:Accounts payable
    
    $
    41,060Accrued liabilities
    
    
    201,594Total current liabilities
    
    
    242,654Series A Convertible Preferred Stock (conditionally redeemable), $0.001 par value;
4,392,286 shares authorized, issued and outstanding at March 31, 2007;
liquidation preference of $0.68 per share
    
    
    3,000,000Stockholders deficit:Common stock, $0.001 par value, 500,000,000 shares authorized, 474,807 shares
issued and outstanding at March 31, 2007
    
    
    475Capital deficit
    
    
    (55,114
    )Accumulated deficit
    
    
    (317,292
    )Total stockholders deficit
    
    
    (371,931
    )Total Liabilities, Preferred Stock and Stockholders Deficit
    
    $
    2,870,723
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Immediatek, Inc.
 
 Condensed Consolidated Statements of Operations
 For the Three Months Ended March 31,2007
    
    
    
    2006(unaudited)
    
    
    
    (unaudited)Successor
    
    
    
    PredecessorRevenues
    
    $
    13,603
    
    
    
    $
    17,026Cost of sales
    
    
    12,114
    
    
    
    
    18,939Gross margin
    
    
    1,489
    
    
    
    
    (1,913
    )Expenses:General and administrative expenses
    
    
    11,953
    
    
    
    
    65,716Consulting services
    
    
    2,474
    
    
    
    
    Professional fees
    
    
    53,652
    
    
    
    
    28,043Salaries and benefits
    
    
    65,778
    
    
    
    
    24,750Non-cash stock compensation
    
    
    
    
    
    
    
    3,410Non-cash consulting expense
    
    
    10,500
    
    
    
    
    Depreciation and amortization
    
    
    12,375
    
    
    
    
    1,337Loss on sale and disposal of assets held for sale
    
    
    1,080
    
    
    
    
    Total expenses
    
    
    157,812
    
    
    
    
    123,256Net operating loss
    
    
    (156,323
    )
    
    
    
    (125,169
    )Other income (expense):Interest income (expense), net
    
    
    8,026
    
    
    
    
    (37,757
    )Net loss
    
    $
    (148,297
    )
    
    
    $
    (162,926
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    474,807
    
    
    
    
    324,105Basic and diluted loss per common share attributable
to common stockholders
    
    $
    (0.31
    )
    
    
    
    (0.50
    )
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Immediatek, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 For the Three Months Ended March 31,2007
    
    
    
    2006(unaudited)
    
    
    
    (unaudited)Successor
    
    
    
    PredecessorCash flows from operating activitiesNet loss
    
    $
    (148,297
    )
    
    
    $
    (162,926
    )Depreciation and amortization
    
    
    12,375
    
    
    
    
    1,337Non-cash interest expense
    
    
    
    
    
    
    
    9,371Non-cash consulting fees
    
    
    10,500
    
    
    
    
    Non-cash stock compensation
    
    
    
    
    
    
    
    3,410Loss on sale and disposal of assets held for sale
    
    
    1,080
    
    
    
    
    Adjustments to reconcile net loss to net cash
used in operating activities:Accounts receivable
    
    
    5,702
    
    
    
    
    Prepaid expenses and other current assets
    
    
    1,412
    
    
    
    
    (107,597
    )Accounts payable
    
    
    19,508
    
    
    
    
    66,268Accrued liabilities
    
    
    6,922
    
    
    
    
    (19,922
    )Accrued interest
    
    
    
    
    
    
    
    28,206Net cash used in operating activities
    
    
    (90,798
    )
    
    
    
    (181,853
    )Cash flows from investing activitiesPurchase of fixed assets
    
    
    (3,549
    )
    
    
    
    (1,569
    )Net cash used in investing activities
    
    
    (3,549
    )
    
    
    
    (1,569
    )Cash flows from financing activitiesCash deficit
    
    
    
    
    
    
    
    (2,951
    )Payments on notes payable
    
    
    
    
    
    
    
    (18,606
    )Proceeds from notes payable
    
    
    
    
    
    
    
    287,500Net cash provided by financing activities
    
    
    
    
    
    
    
    265,943Net (decrease) increase in cash
    
    
    (94,347
    )
    
    
    
    82,521Cash  beginning
    
    
    1,052,559
    
    
    
    
    Cash  ending
    
    $
    958,212
    
    
    
    $
    82,521Supplemental disclosures:Interest paid
    
    $
    
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    
    $
    
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IMMEDIATEK,
INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(Unaudited)
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
 Description of Business:
 Push Down Accounting: See
 Going Concern: See
 See
 Basis of Presentation:
  Management Estimates and Significant Risks and Uncertainties:
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2007
(Unaudited)
  
    
    inability to continue as a going concern;
    
    history of losses, which are likely to continue;
    
    inability to utilize the funds received in a manner that is accretive;
    
    inability to generate sufficient funds from operating activities to fund operations;
    
    inability to obtain a sufficient number of contracts to record live content;
    
    changes in the anticipated number of events to be recorded and resulting levels of product sales;
    
    dependence on third-party manufacturers and contractors;
    
    changes in technology that may make its products less attractive or obsolete;
    
    difficulties in developing and marketing new products; and
    
    changes in conditions affecting the economy generally.
 Business Segments:
 Cash and Cash Equivalents:
 Fair Value of Financial Instruments:
 Fixed Assets: See
 Estimated Remaining
    
    
    Accumulated
    
    
    Net Book Value atCost
    
    
    Useful Lives
    
    
    Depreciation
    
    
    March 31, 2007Equipment
    
    $
    6,386
    
    
    Held for Sale
    
    $
    
    
    
    $
    6,386Computer equipment
    
    
    35,690
    
    
    1.5 years
    
    
    11,488
    
    
    
    24,202Recording equipment
    
    
    88,889
    
    
    5 years
    
    
    14,447
    
    
    
    74,442Office furniture and equipment
    
    
    12,423
    
    
    3 years
    
    
    2,551
    
    
    
    9,872Total fixed assets
    
    $
    137,002
    
    
    
    
    
    
    $
    28,486
    
    
    $
    108,516
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2007
(Unaudited)
 Intangible Assets: See
 Gross
    
    
    WeightedCarrying
    
    
    Average
    
    
    Accumulated
    
    
    Net Book Value atAmount
    
    
    Lives
    
    
    Amortization
    
    
    March 31, 2007Trade name and trademarks
    
    $
    29,100
    
    
    4.2 years
    
    $
    4,720
    
    
    $
    24,380Covenants not-to-compete
    
    
    8,845
    
    
    1.2 years
    
    
    3,587
    
    
    
    5,258Total intangible assets
    
    $
    37,945
    
    
    
    
    
    
    $
    8,307
    
    
    $
    29,638
  Impairment of long-lived assets:
 Revenue Recognition:
 Goodwill: See
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2007
(Unaudited)
 Stock-Based Compensation:
 Net Loss Per Share:
 Comprehensive Loss:
 Income Taxes:
  Recently Adopted Accounting Pronouncements: Accounting for Uncertainty in Income Taxesan interpretation of FASB
Statement No. 109. Accounting for Income Taxes
 NOTE 2  CHANGE IN CONTROL
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2007
(Unaudited)
 See
 NOTE 3  NEW BASIS OF ACCOUNTING
  
    
    adjustments to the Companys fixed assets to reflect a step-up in basis of those
assets to fair value;
    
    the recording of the fair value of the Companys trade names, trademarks and
covenants not to compete;
    
    adjustments to historical goodwill to reflect goodwill arising from the push down
accounting adjustments;
    
    the recording of the fair value of assets held for sale;
    
    a decrease in additional paid-in capital from these adjustments; and
    
    elimination of the accumulated deficit.
  
    
    an increase in net operating loss due to a higher level of depreciation from the
increase in the depreciable basis of fixed assets; and
    
    an increase in net operating loss due to a higher level of amortization related to
the increase in the amortizable basis of intangible assets.
   NOTE 4  GOING CONCERN
 See
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2007
(Unaudited)
    NOTE 5  WARRANTS AND OPTIONS
 Warrants to purchase Company common stock:
  Number of Shares
    
    
    WeightedUnderlying
    
    
    AverageWarants
    
    
    Exercise PriceBalance, beginning of year
    
    
    37,425
    
    
    $
    23.28Warrants granted
    
    
    
    
    
    
    Warrants expired
    
    
    (33,925
    )
    
    
    20.27Warrants exercised
    
    
    
    
    
    
    Balance, March 31, 2007
    
    
    3,500
    
    
    $
    52.50Exercisable, March 31, 2007
    
    
    3,500
    
    
    $
    52.50
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2007
(Unaudited)
 Shares UnderlyingShares Underlying Warrants Outstanding
    
    Warrants ExercisableWeightedShares
    
    Average
    
    Weighted
    
    Shares
    
    WeightedUnderlying
    
    Remaining
    
    Average
    
    Underlying
    
    AverageRange of
    
    Warrants
    
    Contractual
    
    Exercise
    
    Warrants
    
    ExerciseDate
    
    Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    PriceMarch 31, 2007
    
    $
    30.00-75.00
    
    
    
    3,500
    
    
    0.45 years
    
    $
    52.50
    
    
    
    3,500
    
    
    $
    52.50
 Options to purchase Company common stock:
  Number of Shares
    
    
    WeightedUnderlying Stock
    
    
    AverageOptions
    
    
    Exercise PriceBalance, beginning of year
    
    
    1,625
    
    
    $
    15.00Stock options granted
    
    
    
    
    
    
    Stock options expired
    
    
    
    
    
    
    Stock options exercised
    
    
    
    
    
    
    Balance, March 31, 2007
    
    
    1,625
    
    
    $
    15.00Exercisable, March 31, 2007
    
    
    1,625
    
    
    $
    15.00
 Shares UnderlyingShares Underlying Options Outstanding
    
    Options ExercisableWeightedShares
    
    Average
    
    Weighted
    
    Shares
    
    WeightedUnderlying
    
    Remaining
    
    Average
    
    Underlying
    
    AverageRange of
    
    Options
    
    Contractual
    
    Exercise
    
    Options
    
    ExerciseDate
    
    Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    PriceMarch 31, 2007
    
    $
    15.00
    
    
    
    1,625
    
    
    1.1 years
    
    $
    15.00
    
    
    
    1,625
    
    
    $
    15.00
 NOTE 6  ACCRUED LIABILITIES
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 2007
(Unaudited)
 NOTE 7  RELATED PARTY TRANSACTIONS
 Sublease:
 Management Services Agreement:
 NOTE 8  SUBSEQUENT EVENTS
 Termination of Executive Officer:
  Services Agreement:
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Item 2. Managements Discussion and Analysis or Plan of Operation
 Overview
   
    
    Recent Developments  a description of important events that have recently
occurred.
    
    Our Business  a general description of our business; our objective, 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.
    
    Recent Accounting Standards and Pronouncements  a discussion of recently adopted
accounting standards and pronouncements applicable to us.
    
    Operations Review  an analysis of our consolidated results of operations for the
periods presented in this Quarterly Report on Form 10-QSB.
    
    Liquidity, Capital Resources and Financial Position  an analysis of our cash flows
and debt and contractual obligations; and an overview of our financial position.
 Recent Developments
 Termination of Executive Officer
 See Actions Taken by Written
 Actions Taken By Written Consent
  
    
    the removal of Paul Marin from the board of directors of Immediatek;
    
    the election of Darin Divinia and Corey Prestidge to the board of directors of
Immediatek for one year terms; and
    
    the ratification of the appointment of KBA Group LLP as our independent registered
public accounting firm.
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Services Agreement
  Our Business
 General
   History of Operating Losses
  For the Three Months Ended March 31,2007
    
    
    2006(unaudited)
    
    
    (unaudited)Successor
    
    
    PredecessorNet loss
    
    $
    (148,297
    )
    
    
    $
    (162,926
    )Net cash used in operating activities
    
    $
    (90,798
    )
    
    
    $
    (181,853
    )
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See
 Our Objective
  
    
    Increase in Recordings: Market and expand our services to a number of different
live events, including those other than concerts, in order to increase the sales of
our product.
    
    Profit: Maximizing our profit on live events by controlling costs and utilizing
our assets efficiently. We refined our strategy on the deployment of assets in order
to make most efficient use of those assets, while reducing costs. In that regard, we
reconfigured certain of our equipment and purchased additional equipment to decrease
transportation expense. Additionally, we believe by expanding our services outside of
concert recordings that we can more effectively maximize profit by reducing sales
risk.
    
    Extend Product Sales Cycles. Generally, sales for our product are highest
immediately before, during and immediately after the live event. We continue to
analyze and develop alternative distribution and marketing methods to sustain product
sales for a longer duration following the live event, such as digital downloads,
ringtones and delivery to mobile devices. If we are able to sustain sales volumes for
a longer duration, we believe that our margins will increase on the product. Further,
we believe digital downloads will be necessary given industry trends.
 Areas of Focus
 Generating Live Event Recordings.
 Disposing of Non-Essential Assets
 Challenges and Risks
  Utilizing Available Funds in a Manner that is Accretive
 Obtaining Contracts to Record Live Events that are Profitable
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Maintaining a Quality Product.
 Decreases in Prices of Technology
   Critical Accounting Policies and Estimates
  
    
    Recoverability of Non-Current Assets. We have certain non-current assets.
Management considers the useful life of the assets on an annual basis, or more
periodically as circumstances dictate, and assesses whether or not there is an
impairment. An assessment of recoverability involves comparing the carrying value of
the asset with its recoverable amount, typically the estimated future cash flows
expected to result from the use of the assets, including cash flows from disposition.
If the expected cash flows from a non-current asset were determined to be less than
its carrying value, an impairment would be charged to the income statement.
    
    Goodwill.Management evaluates goodwill for impairment on an annual basis, or more
frequently if events occur that provide indications of impairment. If indicators of
potential impairment exist, we perform a review to determine if the carrying value of
the recorded goodwill is impaired. The first step of this process is to identify
potential goodwill impairment by comparing the fair value of the single reporting unit
to its carrying value. We estimate fair value using the discounted cash flows method.
If the carrying value is less than the fair value, we would complete step two in the
impairment review process, which measures the amount of goodwill impairment. We test
the reasonableness of the inputs and outcomes of the discounted cash flow analysis.
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
    
    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 Emerging Issues Task Force Issue 98-5,
Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios(EITF 98-5) and EITF 00-27, Application of
Issue No. 98-5 to Certain Convertible Instruments.
    
    New Basis of Accounting.In accordance with Emerging Issues Task Force Issue No.
D-97, Push Down Accounting, as a result of the change in control of us that occurred
on June 8, 2006, we have applied push down accounting, which requires that the
proportionate basis of the assets acquired and liabilities assumed be pushed down to
us based upon their estimated fair market values. We make estimates and judgments in
determining the fair value of the acquired assets and liabilities. We base our
determination on independent appraisal reports, as well as our internal judgments
based upon the existing facts and circumstances. If we were to use different
judgments or assumptions, the amounts assigned to the individual assets or liabilities
could be materially different.
    
    Revenue Recognition.DiscLive primarily delivers products sold by it through
shipment to the customer. Revenue is recognized upon shipment of the product to the
customer. A smaller percentage of revenues are recognized at the point of sale at the
event being recorded. Certain customers purchase and accept hand delivery of the
product on-site at the event. Pursuant to ETIF 00-10, Accounting for Shipping and
Handling Fees and Costs, we include all shipping and handling fees charged to our
customers in gross revenue. All actual costs incurred by us for shipping and handling
are immaterial in nature and are included as direct costs of revenue.
  Recent Accounting Standards and Pronouncements
  Operations Review
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Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006
 For the Three Months Ended March 31,2007
    
    
    
    2006(unaudited)
    
    
    
    (unaudited)
    
    
    2007 vs. 2006Successor
    
    
    
    Predecessor
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    13,603
    
    
    
    $
    17,026
    
    
    $
    (3,423
    )
    
    
    (20
    )%Cost of sales
    
    
    12,114
    
    
    
    
    18,939
    
    
    
    (6,825
    )
    
    
    (36
    )Gross margin
    
    
    1,489
    
    
    
    
    (1,913
    )
    
    
    3,402
    
    
    
    178
    %Gross margin percentage
    
    
    11
    %
    
    
    
    (11
    )%General and administrative expenses
    
    
    11,953
    
    
    
    
    65,716
    
    
    
    (53,763
    )
    
    
    (82
    )%Consulting services
    
    
    2,474
    
    
    
    
    
    
    
    
    2,474
    
    
    
    100Professional fees
    
    
    53,652
    
    
    
    
    28,043
    
    
    
    25,609
    
    
    
    91Salaries and benefits
    
    
    65,778
    
    
    
    
    24,750
    
    
    
    41,028
    
    
    
    166Non-cash stock compensation
    
    
    
    
    
    
    
    3,410
    
    
    
    (3,410
    )
    
    
    (100
    )Non-cash consulting expense
    
    
    10,500
    
    
    
    
    
    
    
    
    10,500
    
    
    
    100Depreciation and amortization
    
    
    12,375
    
    
    
    
    1,337
    
    
    
    11,038
    
    
    
    826Loss on sale and disposal of assets held for sale
    
    
    1,080
    
    
    
    
    
    
    
    
    1,080
    
    
    
    100Net operating loss
    
    $
    (156,323
    )
    
    
    $
    (125,169
    )
    
    
    31,154
    
    
    
    25
    %Interest income (expense), net
    
    
    8,026
    
    
    
    
    (37,757
    )
    
    
    45,783
    
    
    
    121Net loss
    
    $
    (148,297
    )
    
    
    $
    (162,926
    )
    
    
    (14,629
    )
    
    
    (9
    )%Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    474,807
    
    
    
    
    324,105
    
    
    
    150,702
    
    
    
    46
    %Basic and diluted loss per common share attributable
to common stockholders
    
    $
    (0.31
    )
    
    
    
    (0.50
    )
    
    $
    (0.19
    )
    
    
    (38
    )%
 Revenues
  Cost of Sales
  General and Administrative Expense
  Consulting Services.
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##### Table of Contents



Professional Fees
  Salaries and Benefits
 Non-Cash Stock Compensation
 Non-Cash Consulting Expense
 Depreciation and Amortization.
 Loss on Sale and Disposal of Assets Held for Sale
 Interest Income (Expense), Net
 Liquidity and Capital Resources and Financial Position
 General
  20




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##### Table of Contents



Operating Activities .
 Investing Activities .
 Financing Activities
 Indebtedness
  Contractual Obligations and Commercial Commitments
  Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    More than 5 yearsSublease
    
    $
    9,900
    
    
    $
    9,900
    
    
    $
    
    
    
    $
    
    
    
    $
    Total:
    
    $
    9,900
    
    
    $
    9,900
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Liquidity
  21




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##### Table of Contents



Item 3. Controls and Procedures
  An Audit of Internal Control Over Financial Reporting Performed in
Conjunction With an Audit of Financial Statements
 Plan for Remediation of Material Weaknesses
  Changes in Internal Controls
  Limitations on the Effectiveness of Controls
   22




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 5. Other Information
  
 Item 6. Exhibits
  ExhibitNumber
    
    Description of Exhibit10.20
    
    Services Agreement, dated as of May
10, 2007, by and between DiscLive, Inc. and HDNet LLC.31.1
    
    Certification of Principal
Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.31.2
    
    Certification of 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).
 23




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##### Table of Contents



SIGNATURES
  Date: May 11, 2007
    
    IMMEDIATEK, INC.
a Nevada corporationBy:
    
    /s/ TRAVIS HILLName:
    
    Travis HillTitle:
    
    Chief Executive Officer(On behalf of the Registrant and as Principal
Executive Officer)
 S-1




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibit10.20
    
    Services Agreement, dated as of May 10, 2007, by and between
DiscLive, Inc. and HDNet LLC.31.1
    
    Certification of Principal Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act.31.2
    
    Certification of 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).
 Exhibit Index