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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005.
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(D)OF THE EXCHANGE ACT
 For the Transition Period from  to
  IMMEDIATEK, INC.
  Nevada
(State or other jurisdiction
of incorporation)
    
    86-0881193
(I.R.S. Employer
Identification)
 
 (972) 852-2876
 o o
 o o
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
 o o
 APPLICABLE ONLY TO CORPORATE ISSUERS
  o o




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PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Balance Sheet (unaudited)
    
    
    3Statements of Operations (unaudited)
    
    
    4Statements of Cash Flows (unaudited)
    
    
    5Notes to Financial Statements
    
    
    6-7Item 2. Managements Discussion and Analysis of Plan of Operation
    
    
    8Item 3. Controls and Procedures
    
    
    11PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    11Item 2. Changes in Securities and Use of Proceeds
    
    
    11Item 3. Defaults upon Senior Securities
    
    
    11Item 4. Submission of Matters to a Vote of Security Holders
    
    
    11Item 5. Other Information
    
    
    11Item 6. Exhibits and Reports on Form 8-K
    
    
    11Signatures
    
    
    12CEO & CFO Certification Pursuant to Section 302CEO & CFO Certification Pursuant to Section 906Certification Pursuant to Section 302Certification Pursuant to Section 906
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Immediatek, Inc.
Consolidated Balance Sheet
(unaudited)
 September 30,2005AssetsCurrent assetsCash
    
    $
    5,312Accounts Receivable
    
    
    3,000Total current assets
    
    
    8,312Fixed assets, net
    
    
    502,620Other assetsGoodwill
    
    
    324,142Total assets
    
    $
    835,074Liabilities and Stockholders (Deficit)Current liabilitiesAccounts payable
    
    $
    431,799Accrued liabilities
    
    
    15,703Accrued interest
    
    
    62,215Convertible notes payable
    
    
    1,071,900Total current liabilities
    
    
    1,581,617Stockholders (deficit):Preferred stock, $0.001 par value, 5,000,000 shares
authorized, 1,650,000 shares issued and outstanding
    
    
    1,650Common stock, $0.001 par value, 500,000,000 shares
authorized, 38,769,655 shares issued and outstanding
    
    
    38,770Additional paid-in-capital
    
    
    6,080,808Accumulated (deficit)
    
    
    (6,867,771
    )(746,543
    )$
    835,074
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Immediatek, Inc.
Consolidated Statements of Operations
(unaudited)
 Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Revenue, net
    
    $
    35,019
    
    
    $
    99,299
    
    
    $
    185,095
    
    
    $
    721,988Expenses:General and administrative
    
    
    126,470
    
    
    
    320,063
    
    
    
    327,890
    
    
    
    785,809General and
administrative 
related party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,263Depreciation
    
    
    19,452
    
    
    
    19,398
    
    
    
    57,907
    
    
    
    48,694Direct costs
    
    
    54,802
    
    
    
    189,464
    
    
    
    94,880
    
    
    
    563,512Consulting fees
    
    
    
    
    
    
    36,147
    
    
    
    31,879
    
    
    
    146,294Non-cash consulting fees
    
    
    12,500
    
    
    
    
    
    
    
    56,180
    
    
    
    Non-cash compensation expense
    
    
    
    
    
    
    
    
    
    
    365,407
    
    
    
    Sales and marketing expenses
    
    
    
    
    
    
    12,713
    
    
    
    
    
    
    
    92,455Network infrastructure
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Research and development
    
    
    
    
    
    
    395
    
    
    
    
    
    
    
    50,500Administrative salaries
    
    
    2,507
    
    
    
    102,279
    
    
    
    59,890
    
    
    
    304,321Officers salaries
    
    
    125,600
    
    
    
    48,585
    
    
    
    176,600
    
    
    
    119,161Total expenses
    
    
    341,331
    
    
    
    729,044
    
    
    
    1,170,633
    
    
    
    2,148,009Net (loss) from operations
    
    
    (306,312
    )
    
    
    (629,745
    )
    
    
    (985,538
    )
    
    
    (1,426,021
    )Other (expenses):Interest (expense)
    
    
    (24,535
    )
    
    
    (2,500
    )
    
    
    (56,706
    )
    
    
    (5,000
    )Net (loss)
    
    $
    (330,847
    )
    
    $
    (632,245
    )
    
    $
    (1,042,244
    )
    
    $
    (1,431,021
    )Weighted average number of
Common shares outstanding 
basic and
fully diluted
    
    
    33,448,459
    
    
    
    27,941,755
    
    
    
    32,170,963
    
    
    
    19,386,457Net (loss per share  basic and fully diluted
    
    $
    (.01
    )
    
    $
    (.02
    )
    
    $
    (.03
    )
    
    $
    (.07
    )
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Immediatek, Inc.
Consolidated Statements of Cash Flow
(unaudited)
 Nine
months endedSeptember 30,2005
    
    
    2004Cash flows from operating activitiesNet (loss)
    
    $
    (1,042,244
    )
    
    $
    (1,431,021
    )Adjustment to reconcile net (loss) to
net cash (used) by operating activities:Depreciation
    
    
    57,907
    
    
    
    48,694Shares issued for compensation
    
    
    492,907
    
    
    
    110,146Shares issued for consulting services
    
    
    46,180
    
    
    
    Shares issued as payment on notes payable
    
    
    33,000
    
    
    
    Changes in operating assets and liabilities:Decrease (increase) in accounts receivable
    
    
    70,281
    
    
    
    (23,441
    )Decrease in prepaid expenses
    
    
    6418
    
    
    
    11,332Decrease (increase) in other assets
    
    
    13,760
    
    
    
    (2,660
    )Increase (decrease) in accounts payable
    
    
    84,930
    
    
    
    (8,665
    )Increase in accrued interest
    
    
    62,215
    
    
    
    (Decrease) increase in accrued liabilities
    
    
    (45,112
    )
    
    
    216,205Net cash (used) by operating activities
    
    
    (219,758
    )
    
    
    (1,079,410
    )Cash flows from investing activitiesCash received from DiscLive acquisition
    
    
    
    
    
    
    20,662Purchase of fixed assets
    
    
    (8,080
    )
    
    
    (30,616
    )Net cash (used) by investing activities
    
    
    (8,080
    )
    
    
    (9,954
    )Cash flows from financing activitiesCommon stock issuances
    
    
    
    
    
    
    857,423Payments on notes payable
    
    
    (340,400
    )
    
    
    Proceeds from notes payable
    
    
    552,000
    
    
    
    118,000Net cash provided by financing activities
    
    
    211,600
    
    
    
    975,423Net increase (decrease) in cash and equivalents
    
    
    (16,238
    )
    
    
    (113,941
    )Cash and equivalents  beginning
    
    
    21,550
    
    
    
    118,562Cash and equivalents  ending
    
    $
    5,312
    
    
    $
    4,621Supplemental disclosures:Interest paid
    
    $
    3,147
    
    
    $
    5,000Income taxes paid
    
    $
    
    
    
    $
    
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Immediatek, Inc.
Notes to Consolidated Financial Statements
 Note 1  Basis of Presentation
    Note 2  Going concern
  Note 3  Asset acquisition
  Note 4  Fixed assets
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Note 5  Accounts payable
  Note 6  Note payable
   Note 7  Stockholders equity
 Common Stock
      Preferred Stock
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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
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Results of Operations
     Plan of Operation
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Liquidity and Capital Resources
       Off-Balance Sheet Arrangements
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Item 3. CONTROLS AND PROCEDURES
  
 PART II OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Changes in Securities and Use of Proceeds
    
 ITEM 3. Defaults upon Senior Securitie
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits and Reports on Form 8-K
  31.1*
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act32.1*
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act
 *
    
    Filed herewith
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Immediatek, Inc.(Registrant)Dated: November 2, 2005
    
    By:
    
    /s/ Zach BairZach BairChairman of the BoardChief Executive and Financial Officer
  IMMEDIATEK, INC.Date: November 2, 2005
    
    By:
    
    /s/ Zach BairZach BairChief Executive and Financial Officer
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