##### Table of Contents



UNITED STATES
SECURITES AND EXCHANGE COMMISSION
 Washington, D.C. 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, 2009
 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 Walton 
Dallas, Texas
    
    75226(Address of principal executive offices)
    
    (Zip code)
 (214) 744-8801  (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




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##### 



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, 2009 and December 31, 2008
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three months
and six months ended June 30, 2009 and 2008 and for the Period from
October 1, 2007 (Re-entry of Development Stage) to June 30, 2009
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2009 and 2008 and for the Period from
October 1, 2007 (Re-entry of Development Stage) to June 30, 2009
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4T. Controls and Procedures
    
    
    20Part II  Other Information
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 6. Exhibits
    
    
    22Signatures
    
    
    S-1Exhibit 31.1Exhibit 32.1
   i




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##### Table of Contents



INTRODUCTION
  
 TRADEMARKS AND SERVICE MARKS
  
 MARKET AND INDUSTRY DATA AND FORECASTS
  
 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;
 
    
    difficulties in developing and marketing new products;
  1




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##### Table of Contents




    
    inability to locate lines of business to acquire or, if acquired, to integrate
them;
 
    
    inability to execute our growth and acquisition strategy;
 
    
    dependence on third-party contractors and third-party platforms and websites; and
 
    
    general economic conditions, including among others, the pronounced recession,
rising unemployment and major bank failures and unsettled capital markets.
    2




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##### Table of Contents



PART I  UNAUDITED FINANCIAL INFORMATION
 
 Item 1.
Unaudited Financial Statements
 Immediatek, Inc.  (A Development Stage Enterprise)
 
 Unaudited Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assets:Cash
    
    $
    595,961
    
    
    $
    223,651Accounts receivable (including $25,682 and $7,859 due from a related party
at June 30, 2009 and December 31, 2008, respectively)
    
    
    25,682
    
    
    
    7,911Prepaid expenses and other current assets
    
    
    10,700
    
    
    
    2,650Total current assets
    
    
    632,343
    
    
    
    234,212Fixed assets, net
    
    
    4,362
    
    
    
    3,857Assets held for sale
    
    
    
    
    
    
    7,595Total Assets
    
    $
    636,705
    
    
    $
    245,664Liabilities, Preferred Stock and Stockholders DeficitCurrent liabilities:Accounts payable (including $1,305 and $2,308 due to related parties at June
30, 2009 and December 31, 2008, respectively)
    
    $
    5,605
    
    
    $
    2,308Accrued liabilities (including $6,041 and $0 due to related parties at June
30, 2009 and December 31, 2008, respectively)
    
    
    9,271
    
    
    
    3,245Note payable  related party
    
    
    750,000
    
    
    
    Total current liabilities
    
    
    764,876
    
    
    
    5,553Series A convertible preferred stock (conditionally redeemable); $0.001 par value
4,392,286 authorized, issued and outstanding at June 30, 2009 and
December 31, 2008; redemption/liquidation preference value 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, 2009 and
December 31, 2008; redemption/liquidation preference value of $500,000
    
    
    500,000
    
    
    
    500,000Stockholders deficit:Common stock, $0.001 par value, 500,000,000 shares
authorized and 535,321shares issued and outstanding
at June 30, 2009 and December 31, 2008
    
    
    535
    
    
    
    535Additional paid in capital
    
    
    142,102
    
    
    
    121,102Deficit accumulated during the development stage
    
    
    (1,769,535
    )
    
    
    (1,380,253
    )Accumulated
deficit  prior to the development stage
    
    
    (2,001,273
    )
    
    
    (2,001,273
    )Total stockholders deficit
    
    
    (3,628,171
    )
    
    
    (3,259,889
    )Total Liabilities, Preferred Stock and Stockholders Deficit
    
    $
    636,705
    
    
    $
    245,664
   3




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##### Table of Contents



Immediatek, Inc.  (A Development Stage Enterprise)
 
 Unaudited Condensed Consolidated Statements of Operations
 For the Period FromOctober 1, 2007 (Re-entryFor the Three Months Ended June 30,
    
    
    For the Six Months Ended June 30,
    
    
    of Development Stage) to2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    June 30, 2009Revenues
    
    $
    240
    
    
    $
    
    
    
    $
    302
    
    
    $
    
    
    
    $
    5,606Cost of revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Gross margin
    
    
    240
    
    
    
    
    
    
    
    302
    
    
    
    
    
    
    
    5,602Expenses:Consulting services
    
    
    
    
    
    
    2,231
    
    
    
    
    
    
    
    15,331
    
    
    
    36,097Consulting services  related party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,615Non-cash
consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    21,000
    
    
    
    21,000
    
    
    
    73,500Professional fees
    
    
    29,582
    
    
    
    28,276
    
    
    
    72,156
    
    
    
    114,458
    
    
    
    247,801Salaries and benefits
    
    
    138,303
    
    
    
    155,564
    
    
    
    286,991
    
    
    
    315,267
    
    
    
    944,402Depreciation and amortization
    
    
    921
    
    
    
    6,980
    
    
    
    2,714
    
    
    
    14,242
    
    
    
    38,394Gain on sale of assets held for sale
    
    
    
    
    
    
    
    
    
    
    (54
    )
    
    
    (687
    )
    
    
    (3,254
    )Impairment of fixed assets and assets held for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,196Other general and administrative expenses
    
    
    10,214
    
    
    
    13,783
    
    
    
    23,232
    
    
    
    30,587
    
    
    
    73,122Total expenses
    
    
    189,520
    
    
    
    217,334
    
    
    
    406,039
    
    
    
    510,198
    
    
    
    1,614,873Net operating loss
    
    
    (189,280
    )
    
    
    (217,334
    )
    
    
    (405,737
    )
    
    
    (510,198
    )
    
    
    (1,609,271
    )Other income (expense):Other income  related party
    
    
    11,518
    
    
    
    4,004
    
    
    
    21,976
    
    
    
    11,529
    
    
    
    41,364Interest income
    
    
    403
    
    
    
    667
    
    
    
    518
    
    
    
    3,059
    
    
    
    9,558Interest expense  related party
    
    
    (5,609
    )
    
    
    
    
    
    
    (6,041
    )
    
    
    
    
    
    
    (6,041
    )Net loss
    
    $
    (182,968
    )
    
    $
    (212,663
    )
    
    $
    (389,284
    )
    
    $
    (495,610
    )
    
    $
    (1,564,390
    )Deemed dividend related to the beneficial conversion
feature on Series B convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (205,145
    )Net loss attributable to common stockholders
    
    $
    (182,968
    )
    
    $
    (212,663
    )
    
    $
    (389,284
    )
    
    $
    (495,610
    )
    
    $
    (1,769,535
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    535,321
    
    
    
    535,321
    
    
    
    535,321
    
    
    
    535,321Basic and diluted loss per common share attributable
to common stockholders
    
    $
    (0.34
    )
    
    $
    (0.40
    )
    
    $
    (0.73
    )
    
    $
    (0.93
    )
    
    $
    (3.31
    )
   4




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##### Table of Contents



Immediatek, Inc.  (A Development Stage Enterprise)
 
 Unaudited Condensed Consolidated Statements of Cash Flow
 For the period fromOctober 1, 2007 (Re-entryFor the Six Months Ended June 30,
    
    
    of Development Stage) to2009
    
    
    2008
    
    
    June 30, 2009Cash flows from operating activitiesNet loss
    
    $
    (389,284
    )
    
    $
    (495,610
    )
    
    $
    (1,564,390
    )Depreciation and amortization
    
    
    2,714
    
    
    
    14,242
    
    
    
    38,394Non-cash
consulting fees  related party
    
    
    21,000
    
    
    
    21,000
    
    
    
    73,500Gain on sale and disposal of assets held for sale
    
    
    (54
    )
    
    
    (687
    )
    
    
    (3,254
    )Impairment of fixed assets and assets held for sale
    
    
    
    
    
    
    
    
    
    
    123,196Adjustments to reconcile net loss to net cash
used in operating activities:Accounts receivable
    
    
    (17,771
    )
    
    
    (8,007
    )
    
    
    (25,548
    )Prepaid expenses and other current assets
    
    
    (8,051
    )
    
    
    (5,663
    )
    
    
    (7,227
    )Accounts payable
    
    
    3,297
    
    
    
    (22,000
    )
    
    
    (59,317
    )Accrued liabilities
    
    
    6,028
    
    
    
    (672
    )
    
    
    6,062Net cash used in operating activities
    
    
    (382,121
    )
    
    
    (497,397
    )
    
    
    (1,418,584
    )Cash flows from investing activitiesPurchase of fixed assets
    
    
    (3,218
    )
    
    
    
    
    
    
    (5,005
    )Proceeds from the sale of assets held for sale
    
    
    7,649
    
    
    
    740
    
    
    
    19,395Net cash provided by investing activities
    
    
    4,431
    
    
    
    740
    
    
    
    14,390Cash flows from financing activitiesProceeds from issuance of Series B
convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    500,000Proceeds from the issuance of promissory note
    
    
    750,000
    
    
    
    
    
    
    
    750,000Net cash provided by investing activities
    
    
    750,000
    
    
    
    
    
    
    
    1,250,000Net increase (decrease) in cash
    
    
    372,310
    
    
    
    (496,657
    )
    
    
    (154,194
    )Cash at the beginning of the period
    
    
    223,651
    
    
    
    589,787
    
    
    
    750,155Cash at the end of the period
    
    $
    595,961
    
    
    $
    93,130
    
    
    $
    595,961Supplemental disclosures:Interest paid
    
    $
    
    
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    Number of shares issued for acquisition of assets
    
    
    
    
    
    
    
    
    
    
    60,514Value of shares issued for acquisition of assets
    
    $
    
    
    
    $
    
    
    
    $
    151,286
   5




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##### Table of Contents



IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2009
 NOTE 1  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Business:
 ® ®
 Going Concern:
 Basis of Presentation:
  Management Estimates and Significant Risks and Uncertainties:
  6




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IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
  
    
    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;
 
    
    difficulties in developing and marketing new products;
 
    
    inability to locate lines of business to acquire or, if acquired, to integrate
them;
 
    
    inability to execute our growth and acquisition strategy;
 
    
    dependence on third-party contractors and third-party platforms and websites; 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:
 Net Loss per Share:
 Comprehensive Loss:
 Recently Issued Accounting Pronouncements:
  Subsequent Events
  7




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##### Table of Contents



IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles
 NOTE 2  GOING CONCERN
      NOTE 3  RELATED PARTY TRANSACTIONS
 Demand Promissory Note
  8




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IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
 Consulting Agreement
 Office Space
 Consulting Agreement
 Management Services Agreement
  9




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##### 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
      10




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History of Operating Losses
  For the Three Months Ended June 30,2009
    
    
    2008(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (182,968
    )
    
    $
    (212,663
    )Net cash used in operating activities
    
    $
    (189,139
    )
    
    $
    (255,856
    )
 For the Six Months Ended June 30,2009
    
    
    2008(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (389,284
    )
    
    $
    (495,610
    )Net cash used in operating activities
    
    $
    (382,121
    )
    
    $
    (497,397
    )
     11




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##### Table of Contents



Our Objectives
  Areas of Focus
 RadicalBuy  Successful Roll-Out and Improvements
 RadicalBuy  Increase Users and Transactions
 Acquisitions
 Challenges and Risks
 see
 Utilizing Funds on Hand in a Manner that is Accretive
 Dependence on Third-Party Platforms
 Growing Users and Listed Item
 Competition
    12




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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 Emerging Issues Task Force, or EITF,
Issue No. 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.
 
    
    Revenue Recognition. With respect to RadicalBuy, revenues are recognized when
evidence of an arrangement exists, the fee is fixed and determinable, no significant
obligation remains and collection of the receivable is reasonably assured. RadicalBuy
generates transaction revenues from final value and feature fees. Feature fee revenues
are recognized ratably over the estimated period of the feature, while revenues
related to final value fees are recognized at the time that the transaction is
successfully concluded. A transaction is considered successfully concluded when at
least one buyer has offered to purchase the item. To date, minimal revenues have been
generated from RadicalBuy.
  Recent Accounting Standards and Pronouncements
   13




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Operations Review
 The Three Months Ended June 30, 2009 Compared to the Three Months
Ended June 30, 2008
 For the Three Months EndedJune 30,
    
    
    2009 vs 20082009
    
    
    2008
    
    
    Change
    
    
    % Change(unaudited)
    
    
    (unaudited)Revenues
    
    $
    240
    
    
    $
    
    
    
    $
    240
    
    
    
    100
    %Cost of sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross revenue
    
    
    240
    
    
    
    
    
    
    
    240
    
    
    
    100Gross revenue percentage
    
    
    100
    %
    
    
    
    %General and administrative expenses
    
    
    10,214
    
    
    
    13,783
    
    
    
    (3,569
    )
    
    
    (26
    )Consulting services
    
    
    
    
    
    
    2,231
    
    
    
    (2,231
    )
    
    
    (100
    )Professional fees
    
    
    29,582
    
    
    
    28,276
    
    
    
    1,306
    
    
    
    5Salaries and benefits
    
    
    138,303
    
    
    
    155,564
    
    
    
    (17,261
    )
    
    
    (11
    )Non-cash consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    921
    
    
    
    6,980
    
    
    
    (6,059
    )
    
    
    (87
    )Total operating expenses
    
    
    189,520
    
    
    
    217,334
    
    
    
    (27,814
    )
    
    
    (13
    )Net operating loss
    
    
    (189,280
    )
    
    
    (217,334
    )
    
    
    28,054
    
    
    
    13Other income  related party
    
    
    11,518
    
    
    
    4,004
    
    
    
    7,514
    
    
    
    188Interest expense  related party
    
    
    (5,609
    )
    
    
    
    
    
    
    (5,609
    )
    
    
    100Interest income
    
    
    403
    
    
    
    667
    
    
    
    (264
    )
    
    
    (40
    )Net loss
    
    $
    (182,968
    )
    
    $
    (212,663
    )
    
    $
    29,695
    
    
    
    14
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    535,321
    
    
    
    
    
    
    
    Basic and diluted loss per common share attributable
to common stockholders
    
    $
    (0.34
    )
    
    $
    (0.40
    )
    
    $
    (0.06
    )
    
    
    14
    %
 Revenues
 General and Administrative Expense
 Consulting Services
 Professional Fees
  14




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Salaries and Benefits
 Non-Cash Consulting Expense  Related Party
 Other Income  Related Party.
 Interest Expense  Related Party
 Interest Income
  15




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The Six Months Ended June 30, 2009 Compared to the Six Months
Ended June 30, 2008
 For the Six Months EndedJune 30,
    
    
    2008 vs. 20072009
    
    
    2008
    
    
    Change
    
    
    % Change(unaudited)
    
    
    (unaudited)Revenues
    
    $
    302
    
    
    $
    
    
    
    $
    302
    
    
    
    100
    %Cost of sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross revenue
    
    
    302
    
    
    
    
    
    
    
    302
    
    
    
    100Gross revenue percentage
    
    
    100
    %
    
    
    
    %
    
    
    
    
    
    
    General and administrative expenses
    
    
    23,232
    
    
    
    30,587
    
    
    
    (7,355
    )
    
    
    (24
    )Consulting services
    
    
    
    
    
    
    15,331
    
    
    
    (15,331
    )
    
    
    (100
    )Professional fees
    
    
    72,156
    
    
    
    114,458
    
    
    
    (42,302
    )
    
    
    (37
    )Salaries and benefits
    
    
    286,991
    
    
    
    315,267
    
    
    
    (28,276
    )
    
    
    (9
    )Non-cash consulting expense  related party
    
    
    21,000
    
    
    
    21,000
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    2,714
    
    
    
    14,242
    
    
    
    (11,528
    )
    
    
    (81
    )Gain on sale of assets held for sale
    
    
    (54
    )
    
    
    (687
    )
    
    
    633
    
    
    
    (92
    )Total operating expenses
    
    
    406,039
    
    
    
    510,198
    
    
    
    (104,159
    )
    
    
    20Net operating loss
    
    
    (405,737
    )
    
    
    (510,198
    )
    
    
    104,461
    
    
    
    20Other income  related party
    
    
    21,976
    
    
    
    11,529
    
    
    
    10,447
    
    
    
    91Interest income
    
    
    518
    
    
    
    3,059
    
    
    
    (2,541
    )
    
    
    (83
    )Interest expense  related party
    
    
    (6,041
    )
    
    
    
    
    
    
    (6,041
    )
    
    
    100Net loss
    
    $
    (389,284
    )
    
    $
    (495,610
    )
    
    $
    106,326
    
    
    
    21
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    535,321
    
    
    
    
    
    
    
    Basic and diluted loss per common share attributable
to common stockholders
    
    $
    (0.73
    )
    
    $
    (0.93
    )
    
    $
    (0.20
    )
    
    
    21
    %
 Revenues
 General and Administrative Expense
 Consulting Services
 Professional Fees
 Salaries and Benefits
  16




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##### Table of Contents



Non-Cash Consulting Expense  Related Party
 Other Income  Related Party.
 Interest Expense  Related Party
 Interest Income
  17




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##### Table of Contents



Liquidity and Capital Resources and Financial Position
 General
      Operating
Activities.
 Investing
Activities.
  18




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##### Table of Contents



Financing
Activities.
 Indebtedness
  Contractual Obligations and Commercial Commitments
  Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 yearsSublease (a)
    
    $
    5,400
    
    
    $
    5,400
    
    
    $
    Total:
    
    $
    5,400
    
    
    $
    5,400
    
    
    $
    
 
 (a)
    
    On February 21, 2007, we entered into a Sublease with HDNet LLC for $900 per month,
utilities included, that commenced on March 1, 2007. This sublease was renewed in
February 2008 and expires December 31, 2009. Liquidity
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
   19




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##### Table of Contents



Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  
    
    the timeliness of the disclosures made by us since the change in control of us and retention
of new management personnel;
    
    the effectiveness of our disclosure policy, which encourages open and timely disclosure of
material events, and the procedures established to implement that policy;
    
    the limited number of people within our organization, which provides for detailed knowledge
of our activities and issues, and the amount and pattern of communications among them;
    
    the tone established for compliance with all disclosure requirements within our
organization;
    
    all constructive comments received from, or suggested by, legal counsel and investors
concerning our disclosures and activities have been timely and adequately addressed;
    
    whether management has addressed all disclosure issues encountered during the most recent
year; and
    
    the effectiveness of our Code of Business Conduct and Ethics which provides methods to
report violations of our disclosure policies.
    20




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##### Table of Contents



Changes in Internal Controls
  Limitations on the Effectiveness of Controls
    21




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 4. Submission of Matters to a Vote of Security Holders.
  
    
    the election of Darin Divinia and Robert Hart 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.
   
 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
    
    
    Certificate of Designation, Rights and Preferences of Series A
Convertible Preferred Stock 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 4.7 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).4.3
    
    
    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
    
    
    Certificate of Designation, Rights and Preferences of Series B
Convertible Preferred Stock of the Registrant, dated as of July
18, 2008 and filed with the Secretary of State of the State of
Nevada on July 18, 2008 (filed as Exhibit 4.4 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).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).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).
 
 *
    
    Indicates document filed herewith.  22




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##### Table of Contents



SIGNATURES
  Date:  August 14, 2009
    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




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##### 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
    
    
    Certificate of Designation, Rights and Preferences of Series A
Convertible Preferred Stock 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 4.7 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).4.3
    
    
    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
    
    
    Certificate of Designation, Rights and Preferences of Series B
Convertible Preferred Stock of the Registrant, dated as of July
18, 2008 and filed with the Secretary of State of the State of
Nevada on July 18, 2008 (filed as Exhibit 4.4 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).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).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).
 
 *
    
    Indicates document filed herewith.