U.S. SECURITIES AND EXCHANGE COMMISSION Washington,
                                   D.C. 20549

                                   Form 10-QSB

(Mark One)

[x]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended June 30, 2003.
--------------------------------------------------------------------------------

[ ]  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.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                  Nevada                          86-0881193
       ----------------------------            ----------------
       (State or other jurisdiction            (I.R.S. Employer
           of incorporation)                    Identification)


   2435 N. Central Expressway Suite 1200, Richardson, TX     75080
   -----------------------------------------------------   ----------
        (Address of principal executive offices)           (Zip Code)


       Registrant's telephone number, including area code: (214) 712-7336
                                                           --------------

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

                                 Yes [X] No [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the  Registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                 Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Common Stock, $0.001 par value per share,  500,000,000 shares authorized,  as of
April 30, 2003, the issuer had 20,379,997 shares of common stock outstanding.

Traditional Small Business Disclosure Format (check one)

                                 Yes [ ] No [X]




<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.............................................    3
          Balance Sheet (unaudited)........................................    4
          Statements of Operations (unaudited).............................    4
          Statements of Cash Flows (unaudited).............................    5
          Notes to Financial Statements....................................  6-7

Item 2.  Management's Discussion and Analysis of Plan
           of Operation....................................................    8

Item 3.   Controls and Procedures..........................................   11



PART II. OTHER INFORMATION

Item 1.   Legal Proceedings................................................   12

Item 2.   Changes in Securities and Use of Proceeds........................   12

Item 3.   Defaults upon Senior Securities..................................   12

Item 4.   Submission of Matters to a Vote
           of Security Holders.............................................   12

Item 5.   Other Information.................................................  12

Item 6.   Exhibits and Reports on Form 8-K..................................  12

Signatures..................................................................  13























                                        2

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

                                 Immediatek, Inc
                   (formerly ModernGroove Entertainment, Inc.)
                          (a Development Stage Company)
                                  Balance Sheet
                                    Unaudited


                                                                     June 30,
                                                                       2003
                                                                    -----------
Assets

Current assets:
    Cash                                                            $    27,356
    Accounts receivable                                                   1,647
    Prepaid expenses                                                      1,845
                                                                    -----------
      Total current assets                                               30,848
                                                                    -----------

Fixed assets, net                                                         1,487
Intellectual property                                                    18,101
                                                                    -----------
                                                                    $    50,436
                                                                    ===========

Liabilities and Stockholders' (Deficit)

Current liabilities:
    Accounts payable                                                $    41,950
    Notes payable                                                       122,500
    Shareholder loan                                                      7,500
                                                                    -----------
      Total current liabilities                                         171,950
                                                                    -----------

Stockholders' (deficit):
    Common stock, $0.001 par value, 500,000,000 shares
      authorized, 20,379,997 shares issued and outstanding               20,380
    Additional paid-in capital                                        2,868,685
    (Deficit) accumulated during development stage                   (3,010,579)
                                                                    -----------
                                                                       (121,514)
                                                                    -----------

                                                                    $    50,436
                                                                    ===========












   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                Immediatek, Inc.
                   (formerly ModernGroove Entertainment, Inc.)
                          (a Development Stage Company)
                            Statements of Operations
                                    Unaudited



                                                              Three months ended         Six months    March 1, 2002   March 1, 2002
                                                                   June 30,                ended      (inception) to  (inception) to
                                                         ----------------------------     June 30,        June 30,       June 30,
                                                             2003            2002           2003            2002           2003
                                                         ------------    ------------   ------------    ------------   ------------
<S>                                                      <C>             <C>            <C>             <C>            <C>

Revenue                                                  $     31,048    $     26,512   $     40,013    $     26,512   $    109,742
Cost of goods sold                                                716            --              716            --              716
                                                         ------------    ------------   ------------    ------------   ------------

Gross profit                                                   30,332          26,512         39,297          26,512        109,026
                                                         ------------    ------------   ------------    ------------   ------------

Expenses:
   General and administrative expenses                         13,175           4,360         80,386          10,112        145,414
   Depreciation                                                    42                             42                             42
   Consulting fees                                               --              --           68,400            --          472,152
   Consulting fees - related party                               --              --             --              --           16,408
   Compensation expenses - related party                         --              --        2,335,080            --        2,335,080
   Research and development                                     7,875                          7,875                          7,875
   Salaries and wages                                            --            13,619           --            13,619         55,243
   Officer salaries                                            28,510            --           34,502            --           87,827
                                                         ------------    ------------   ------------    ------------   ------------
    Total expenses                                             49,602          17,979      2,526,285          23,731      3,120,041
                                                         ------------    ------------   ------------    ------------   ------------

Net (loss) from operations                                    (19,270)          8,533     (2,486,988)          2,781     (3,011,015)
Other (income):
   Other                                                         (437)           --             (437)           --             (437)
                                                         ------------    ------------   ------------    ------------   ------------

Net (loss)                                               $    (18,833)   $      8,533   $ (2,486,551)   $      2,781   $ (3,010,299)
                                                         ============    ============   ============    ============   ============

Weighted average number of
   common shares outstanding - basic and fully diluted     20,379,997       1,722,600     11,139,299       1,722,600
                                                         ============    ============   ============    ============

Net (loss) per share - basic and fully diluted           $      (0.00)   $       0.00   $      (0.22)   $       0.00
                                                         ============    ============   ============    ============
</TABLE>



















   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                Immediatek, Inc.
                   (formerly ModernGroove Entertainment, Inc.)
                          (a Development Stage Company)
                             Statements of Cash Flow
                                    Unaudited


                                                                   Six months      March 1, 2002      March 1, 2002
                                                                     ended        (Inception) to     (Inception) to
                                                                    June 30,          June 30,          June 30,
                                                                      2003              2002              2003
                                                                 --------------    --------------    --------------
<S>                                                              <C>               <C>               <C>
Cash flows from operating activities
Net (loss)                                                       $   (2,486,551)   $        2,781    $   (3,010,299)
Depreciation                                                                 42              --                  42
Shares issued for services                                               68,400              --             472,152
Shares issued for services - related party                                 --                --              16,408
Shares issued as compensation to related parties                      2,335,080              --           2,335,080
Adjustments to reconcile net (loss) to
    net cash (used) by operating activities:
    (Increase) decrease in accounts receivable                           (1,205)          (13,316)           (1,647)
    (Increase) in prepaid expenses                                       (1,845)             --              (1,845)
    Increase (decrease) in accounts payable                              (8,689)            4,832            41,950
                                                                 --------------    --------------    --------------
Net cash (used) by operating activities                                 (94,768)           (5,703)         (148,159)
                                                                 --------------    --------------    --------------

Cash flows from investing activities
    Purchase of fixed assets                                             (1,529)             --              (1,529)
                                                                 --------------    --------------    --------------
Net cash (used) by investing activities                                  (1,529)             --              (1,529)
                                                                 --------------    --------------    --------------

Cash flows from financing activities
    Common stock                                                           --                --              45,515
    Payments on notes payable                                            (3,692)             --                --
    Proceeds from notes payable                                         122,500              --             122,500
    Proceeds from shareholder loan                                         --               3,692             7,500
                                                                 --------------    --------------    --------------
Net cash provided by financing activities                               118,808             3,692           175,515
                                                                 --------------    --------------    --------------

Net increase (decrease) in cash                                          22,511            (2,011)           27,356
Cash - beginning                                                          4,845              --                --
                                                                 --------------    --------------    --------------
Cash - ending                                                    $       27,356    $       (2,011)   $       27,356
                                                                 ==============    ==============    ==============

Supplemental disclosures:
    Interest paid                                                $         --      $         --      $         --
                                                                 ==============    ==============    ==============
    Income taxes paid                                            $         --      $         --      $         --
                                                                 ==============    ==============    ==============

    Number of shares issued for services                                380,000              --             547,800
                                                                 ==============    ==============    ==============
    Number of shares issued for services to related party                  --                --               8,200
                                                                 ==============    ==============    ==============
    Number of shares issued as compensation to related parties       18,101,397              --          18,101,397
                                                                 ==============    ==============    ==============
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                                Immediatek, Inc.
                   (formerly ModernGroove Entertainment, Inc.)
                          (a Development Stage Company)
                                      Notes



Note 1 - Basis of Presentation

The consolidated  interim  financial  statements  included herein,  presented in
accordance  with United States  generally  accepted  accounting  principles  and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant  to such  rules and  regulations,  although  the
Company  believes  that the  disclosures  are  adequate to make the  information
presented not misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained  therein.  It is suggested that these
consolidated  interim  financial  statements  be read in  conjunction  with  the
financial  statements  of the Company for the year ended  December  31, 2002 and
notes  thereto  included in the  Company's  10-KSB  annual  report.  The Company
follows the same accounting policies in the preparation of interim reports.

Results of  operations  for the  interim  periods are not  indicative  of annual
results.

Note 2 - Going concern

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.   However,  the  Company  has  not  commenced  its  planned  principal
operations  and it has not  generated  any  revenues.  In  order to  obtain  the
necessary capital,  the Company raised funds via private placement offering.  If
the  securities  offering  does  not  provide  sufficient  capital,  some of the
shareholders  of the Company have agreed to provide  sufficient  funds as a loan
over the next twelve-month  period.  However,  the Company is dependent upon its
ability to secure equity and/or debt financing and there are no assurances  that
the  Company  will be  successful,  without  sufficient  financing  it  would be
unlikely for the Company to continue as a going concern.

The officers and directors are involved in other business activities and may, in
the future,  become  involved  in other  business  opportunities.  If a specific
business  opportunity  becomes  available,  such  persons may face a conflict in
selecting  between the Company and their other business  interests.  The Company
has not formulated a policy for the resolution of such conflicts.

Note 3 - Notes payable

The Company received loans totaling $122,500 from various individuals. The notes
are non-interest bearing and are due on demand.

Note 4 - Stockholders' equity

The  Company  is  authorized  to issue  5,000,000  shares  of  $0.001  par value
preferred stock and 500,000,000 shares of $0.001 par value common stock.





                                       6
<PAGE>

Common stock
------------
On March 17, 2003, the Company issued  18,101,397 shares of its $0.001 par value
common stock pursuant to two separate Asset Purchase  Agreements  ("Agreements")
with Paul Marin,  an  individual,  and Zach Bair, an individual and president of
the Company,  to purchase  certain  strategic  assets.  The acquired  assets are
valued at $7,360 and $10,741 (based on the par value of the  underlying  shares)
for a combined total of $18,101.  The fair market value of the underlying shares
was $0.13 per share on March 17, 2003. The  difference  between the par value of
$18,101 and the fair  market  value of  $2,353,182,  or  $2,335,081,  represents
compensation expense to Mr. Bair and Mr. Marin.

On April 10, 2003,  the Company  issued  380,000  shares of its $0.001 par value
common stock to an individual for  consulting  services  valued at $68,400,  the
fair market value of the underlying shares.

There have been no other issuances of common and/or preferred stock.

Note 6 - Related party transactions

Intellectual property
---------------------
On March  17,  2003,  the  Company  entered  into two  separate  Asset  Purchase
Agreements  ("Agreements")  with Paul Marin,  an  individual,  and Zach Bair, an
individual and president of the Company,  to purchase certain  strategic assets.
Pursuant  to the  terms of the  Agreements,  the  Company  issued  to Mr.  Marin
7,360,000 restricted shares and to Mr. Bair 10,741,397  restricted shares of its
$0.001 par value common stock for a combined  total of  18,101,397  shares.  The
acquired  assets are valued at $7,360 and $10,741 (based on the par value of the
underlying shares) for a combined total of $18,101. The fair market value of the
underlying shares was $0.13 per share on March 17, 2003. The difference  between
the par value of $18,101 and the fair market value of $2,353,182, or $2,335,081,
represents compensation expense to Mr. Bair and Mr. Marin.

Shareholder loan
----------------
As of June  30,  2003,  the  Company  owed a  shareholder  $7,500.  The  loan is
non-interest bearing and due on demand.
























                                       7
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS

Immediatek,   Inc.,  formerly  called  ModernGroove  Entertainment,   Inc.,  and
originally called Barrington  Laboratories,  Inc., and, is a developmental stage
company, hereinafter referred to as ("the Company"), was organized by the filing
of Articles of Incorporation  with the Secretary of State of the State of Nevada
on August 6, 1998. The Articles of  Incorporation of the Company were amended on
December 9, 2002 to  officially  change the name of the  Company to  Immediatek,
Inc,  and  increase  the number of  authorized  shares to five  hundred  million
(500,000,000)  shares  of  common  stock  having  a par  value  of  $0.001.  The
Corporation  shall  have the  authority  to issue and five  million  (5,000,000)
shares of preferred stock at a par value of $0.001.

On February 27, 2003,  Immediatek,  Inc.  announced  that it was  acquiring  key
assets  from Zach Bair and Paul Marin,  individually.  These  assets  represent,
breakthrough  technology  enabling  Internet music fans to download standard MP3
files directly to their CD burners while simultaneously  protecting the artists'
copyrights.  Acquisition of these assets,  include:  the CD burning software and
the Company's flagship website, www.TwoBigToes.com.

Immediatek  currently has license  agreements with over 330 independent  labels,
1,200 artists,  and 30,000 music tracks for its  www.TwoBigToes.com  website and
core NetBurn  (tm)  technology.  The Company is  currently  focusing its efforts
towards  digital  media  delivery,  utilizing  its patent  pending  NetBurn (tm)
technology.  NetBurn (tm) is a  patent-pending  digital delivery system designed
for music labels,  distributors,  artists and retailers. NetBurn (tm) allows web
and NetBurn  Station(tm)  users to download and burn fully licensed music tracks
from a sophisticated  content  management system utilizing a simple  "one-click"
interface,  while at the same time protecting the copyright  holders who own the
material.  NetBurn (tm) allows music, audio and video buyers, using the Internet
or an Automated Digital  MediaServer (tm) ("ADM") to burn digital media directly
to Recordable CDs drive and leaves no files for the user to pirate.  It requires
no prior  download to use, no custom  drivers,  and  features  easy  centralized
software updating and robust content management.

NetBurn  (tm) is  available  both as an  Application  Service  Provider  ("ASP")
solution as well as deployable,  Internet-enabled Automated Digital MediaServers
called "NetBurn  Stations(tm)".  What makes this technology  unique is that with
only a  single  mouse  click  by  the  user,  or a few  touches  on the  NetBurn
Station(tm)  touch  screen,  selected,  fully  licensed  music tracks are burned
directly to a CD-recordable drive. In the case of the Internet version, the user
is left with no files on their hard disk.  This means there are no files for the
user to copy,  thereby  providing an extra layer of security and  furthering the
demise of music  piracy.  Users pay by the track or by the CD.  They can  create
custom CDs complete with liner notes and CD jacket,  or choose to burn exact CDs
as found in  retail  stores.  It is  Immediatek's  goal to work  with the  music
industry and artist  community to help establish the NetBurn (tm)  technology as
the de facto standard for digital music delivery.

The NetBurn Stations(tm) are available in stand-up and will also be available as
countertop  bolt-on units. The machines accept credit and debit cards as well as
cash,  and the stand-up  units are  equipped  with  42-inch  plasma  screens for
targeted custom media and advertising  delivery.  Various licensing packages for
both the NetBurn Stations(tm) and the core NetBurn (tm) technology are available
and  flexible.  Licensing,  for example,  may include a flat yearly fee based on
estimated  burns and/or a  transaction  fee per burn,  and a monthly  charge for
NetBurn Station(tm) deployment maintenance.

NetBurn (tm) is as much a supply chain  solution for the music industry as it is
a tool to be used to combat music  piracy.  If the Company is  successful in its
mission to make NetBurn (tm) the industry standard in digital music delivery, CD
distribution in its present form, as well as the costs  associated with it, will
be  transformed,  with  significant  costs being driven out of the supply chain.
Artists, record labels and end users alike will all be the beneficiaries.

Coupled with new laws and stricter policing of existing legislation,  which will
increasingly become a greater disincentive to music pirates, NetBurn (tm) offers
a legal  solution  to end users that will retain and  enhance  their  ability to
download  individual  tracks  of  their  choice,  while  improving  quality  and
eliminating the very high risk of exposure to computer viruses.  Music downloads
will  not be  free  of  charge,  as is the  case  with  existing  "peer-to-peer"
solutions,  but they will be less expensive than existing  retail  alternatives,
with no loss of quality.

                                       8
<PAGE>

The Company's website at  www.TwoBigToes.com  targets a market in providing "one
click" web CD burning capabilities. The independent musician is actively seeking
ways to promote  their music.  There are an estimated  300,000  musician-  owned
"official  websites"  that promote the  musician's  music,  the vast majority of
which do not have CD burning capabilities or e-commerce capabilities. TwoBigToes
is the first and only site to offer CD burning capabilities plus real-time sales
statistics and proceeds paid to the musician.  Previously the musician has opted
to link their sites to destination sites such as CDNOW,  MP3.com,  Amazon Music,
etc.  Under  MP3.com's  model,  for  example,  the musician is required to pay a
monthly  service fee of $19.99 and has access to upload their  selections of MP3
files which is hosted by MP3.com's servers,  with no CD burning capabilities and
shared sales proceeds.

Immediatek library includes tracks from independent  artists and even some well-
known artists such as  multi-platinum  artist  Shania Twain and world's  largest
independent  contemporary blues label,  Alligator Records.  Immediatek  customer
base includes:  Kviar Music,  the leading Internet music portal and record label
in Latin  America and Micro Center,  a computer  retailer with over 20 locations
across the United States.

Going Concern - The Company  experienced  operating  losses for the period ended
March 31, 2003. The financial statements have been prepared assuming the Company
will continue to operate as a going concern which  contemplates  the realization
of assets and the settlement of liabilities in the normal course of business. No
adjustment has been made to the recorded amount of assets or the recorded amount
or  classification  of  liabilities  which would be required if the Company were
unable to continue its operations. (See Financial Footnote 2.)

Results of Operations
---------------------

During the First Quarter ended March 31, 2003, the Company  generated  $8,965 in
revenues,  this  compares to no revenues  for the same period last year.  In its
most recent  three month  operating  period  ended March 31,  2003,  the Company
experienced  a net loss of  $2,467,245  versus a net loss of $5,752 for the same
period last year. The bulk of this loss came from compensation expenses (related
party)  of  $2,335,080  to  purchase  certain  strategic  assets;   general  and
administrative  expenses of $66,773 and consulting  fees of $68,400.  During the
First  Quarter,  the Company  continued  to seek new  strategies  for market its
business plan. Since the Company's inception, the Company experienced a net lost
$2,991,308.

During the Second Quarter, ended June 30, 2003, the Company generated $31,048 in
revenues.  This compares to $26,512 in revenues for the same period last yer. In
its most recent three month operating  period,  ended June 30, 2003, the company
experienced  a net loss of  $18,833  versus a net  income of $8,533 for the same
period last year.  During the Second Quarter,  the Company continued to seek and
deploy new  strategies  for  marketing  its business  plan.  Since the Company's
inception, the Company experienced a net loss of $3,010,579.

The  major  components  to  expenses  faced  by the  company  in its  day-to-day
operations includes auditor fees, legal fees,  developing  software,  databases,
marketing its internet site, and general administrative expenses. If the Company
becomes  profitable,  the company  will access  salaries  and adding  additional
personnel to the payroll.  Management  intends to continue  minimize costs until
such a time in its  discretion  it  believes  expansion  would be  prudent.  One
element in making this determination is positive cash flow on a quarterly basis.
If or when the company is successful in achieving this  quarterly  positive cash
flow, it is likely that the company will consider  expanding its personnel which
will increase costs.


Plan of Operation
-----------------

Management  does  not  believe  that  the  Company  will  be  able  to  generate
significant  profit  during the coming  year,  unless the company can expand its
customer base for its NetBurn (tm) products.  NetBurn (tm) is a patent-  pending
digital  delivery  system  which  allows web and  NetBurn  Station(tm)  users to
download and burn fully licensed music tracks by utilizing a simple "one- click"
interface,  while at the same time protecting the copyright  holders who own the
material.  Management does not believe the company will generate any significant
profit in the near future, as developmental and marketing costs will most likely
exceed any anticipated revenues.




                                       9
<PAGE>

Liquidity and Capital Resources
-------------------------------

On March 17, 2003, the Company issued  18,101,397 shares of its $0.001 par value
common stock pursuant to two separate Asset Purchase  Agreements  ("Agreements")
with Paul Marin,  an  individual,  and Zach Bair, an individual and president of
the Company,  to purchase  certain  strategic  assets.  The acquired  assets are
valued at $7,360 and $10,741 (based on the par value of the  underlying  shares)
for a combined total of $18,101.  The fair market value of the underlying shares
was $0.13 per share on March 17, 2003. The  difference  between the par value of
$18,101 and the fair  market  value of  $2,353,182,  or  $2,335,081,  represents
compensation expense to Mr. Bair and Mr. Marin.

On April 10, 2003,  the Company  issued  380,000  shares of its $0.001 par value
common stock to an individual for  consulting  services  valued at $68,400,  the
fair market value of the underlying shares.

As of March 31, 2003,  the Company owed a shareholder  $7,500.  The loan is non-
interest bearing and due on demand. (See Financial Footnote 6.)

The Company received loans totaling $72,500 from various individuals.  The notes
are non-interest bearing and are due on demand.

The Company could be required to secure additional  financing to fully implement
its entire  business plan.  There are no guarantees  that such financing will be
available  to the  Company,  or if  available,  will be on terms and  conditions
satisfactory to management.

The Company has no current  commitments or other long-term  debt.  Additionally,
the Company has and may in the future invest in short-term investments from time
to time. There can be no assurance that these  investments will result in profit
or loss.

For the quarter  ended June 30,  2003,  approximately  90% of sales were derived
from one customer, Yoshi Dillon Technologies, Inc.

Employees
---------

The Company  currently  has five  employees,  three of which are officers of the
company.

The Company has no material  commitments  for capital  expenditures  nor does it
foresee the need for such expenditures over the next year.

Market For Company's Common Stock
---------------------------------

Market Information
------------------

On September  14, 1999,  the Company's  common stock was  initially  cleared for
trading on the OTC Bulletin  Board  system  under the symbol  BRRT.  The Company
subsequently  changed  its name to  ModernGroove  Entertainment,  Inc.,  and its
trading  symbol to: MODG.  On January 7, 2003,  the Company  changed its name to
Immediatek,  Inc. and its trading  symbol to IMDK.  On February  25,  2003,  the
Company  initiated a 1 for 250 reverse stock split and changed it trading symbol
to ITEK. A very limited  market exists for the trading of the  Company's  common
stock.

There is currently no Common  Stock which is subject to  outstanding  options or
warrants to purchase,  or securities  convertible  into,  the  Company's  common
stock.

There is currently no common stock of the Company which could be sold under Rule
144 under the  Securities  Act of 1933 as  amended  or that the  registrant  has
agreed to register for sale by security holders.

Dividends
---------

Holders of common stock are  entitled to receive such  dividends as the board of
directors may from time to time declare out of funds  legally  available for the
payment of dividends. No dividends have been paid on our common stock, and we do
not  anticipate  paying any  dividends  on our common  stock in the  foreseeable
future.








                                       10
<PAGE>

Forward-Looking Statements
--------------------------

This Form 10-QSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.

However,  whether actual results or developments will conform with the Company's
expectations and predictions is subject to a number of risks and  uncertainties,
general economic market and business conditions;  the business opportunities (or
lack  thereof)  that may be presented to and pursued by the Company;  changes in
laws or regulation;  and other factors,  most of which are beyond the control of
the Company.

This   Form10-QSB   contains   statements   that   constitute   "forward-looking
statements."  These  forward-looking  statements can be identified by the use of
predictive,  future-tense or  forward-looking  terminology,  such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar terms.
These statements  appear in a number of places in this  Registration and include
statements regarding the intent,  belief or current expectations of the Company,
its directors or its officers  with respect to, among other  things:  (i) trends
affecting the  Company's  financial  condition or results of operations  for its
limited history;  (ii) the Company's business and growth strategies;  and, (iii)
the  Company's   financing   plans.   Investors  are  cautioned  that  any  such
forward-looking  statements are not guarantees of future performance and involve
significant  risks  and  uncertainties,  and  that  actual  results  may  differ
materially from those projected in the forward-looking statements as a result of
various  factors.  Factors  that  could  adversely  affect  actual  results  and
performance  include,  among others,  the Company's limited  operating  history,
dependence  on  continued   growth  in  the   irrigation   industry,   potential
fluctuations in quarterly operating results and expenses,  government regulation
dealing with irrigation systems, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.

Item 3. Controls and Procedures

Within  the 90 days  prior  to the  date  of  this  report,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to  Securities  Exchange Act Rule  13a-14.  Based upon that
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and  procedures  are effective in timely  alerting
them  to  material  information  relating  to  us  (including  our  consolidated
subsidiaries)  required to be included in our periodic  SEC filings.  There have
been no  significant  changes in our internal  controls or in other factors that
could  significantly  affect internal  controls  subsequent to the date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.











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<PAGE>

                       PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

The Company is not a party to any legal proceedings.

ITEM 2.  Changes in Securities and Use of Proceeds

On February 25, 2003, the Company  initiated a 1 for 250 reverse stock split and
changed it trading symbol to ITEK.

ITEM 3.  Defaults upon Senior Securities

None.

ITEM 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended,  no matters were  submitted to the Company's  security
holders.

ITEM 5.  Other Information

Pursuant to Nevada Corporate law, NRS 78.335(5), the Board of Directors filled a
previous  Board vacancy with the  nomination  and  acceptance of Mr. Paul Marin,
effective  March 20,  2003.  This new board  member  will  hold  office  for the
unexpired term of his predecessor  and/or until his successor(s) are elected and
qualified.

ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit
     Number    Title of Document
     -----------------------------------------------

     31.1      Chief Executive  Officer-Section  302  Certification  pursuant to
               Sarbane-Oxley Act.

     31.2      Chief Financial  Officer-Section  302  Certification  pursuant to
               Sarbane-Oxley Act.


     32.1      Chief Executive  Officer-Section  906  Certification  pursuant to
               Sarbane-Oxley Act.

     32.2      Chief Financial  Officer-Section  906  Certification  pursuant to
               Sarbane-Oxley Act.



(b) Reports on Form 8-K

On January 23, 2003, the Company amended its Current Report dated November,  12,
2002, pursuant to pursuant to Item 1 ("Changes in Control of Registrant");  Item
2 ("Acquisition or Disposition of Assets");  Item 5 ("Other Events");  and, Item
7. ("Exhibits"), entitled "Stock Purchase Agreement."

The Company  filed a Current  Report  dated March 17,  2003,  pursuant to Item 1
("Changes in Control of  Registrant");  Item 2  ("Acquisition  or Disposition of
Assets"); and, Item 7. ("Exhibits"), entitled Asset Purchase Agreements.









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<PAGE>

                                   SIGNATURES

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    Immediatek, Inc.
                                   -------------------
                                       (Registrant)

Dated: August 14, 2003             By:  /s/ Zach Bair
                                   --------------------------------
                                   Zach Bair
                                   Chairman of the Board
                                   President, Secretary
                                   Chief Executive Officer



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.



                                   IMMEDIATEK, INC.


Date: August 14, 2003              By: /s/ Zach Bair
                                   -------------------------
                                   Zach Bair
                                   Chief Executive Officer




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