##### 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 March 31, 2008
 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)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o 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  Financial Information
    
    
    2Item 1. Financial Statements
    
    
    2Condensed Consolidated Balance Sheets at March 31, 2008 (unaudited) and December 31, 2007
    
    
    2Condensed Consolidated Statements of Operations for the three months
ended March 31, 2008 and 2007 (unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2008 and March 31, 2007 (unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    15Item 4T. Controls and Procedures
    
    
    15Part II  Other Information
    
    
    17Item 6. Exhibits
    
    
    17Signatures
    
    
    S-1Exhibit 31.1Exhibit 32.1
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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;
    
    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
    
    changes in conditions affecting the economy generally.
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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 Immediatek, Inc.
 
 Condensed Consolidated Balance Sheets
 March 31,
    
    
    December 31,2008
    
    
    2007(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    348,986
    
    
    $
    589,787Accounts receivable (including $7,525 due from a related party at March 31, 2008)
    
    
    7,578
    
    
    
    3,575Prepaid expenses and other current assets
    
    
    12,572
    
    
    
    3,088Total current assets
    
    
    369,136
    
    
    
    596,450Fixed assets, net
    
    
    10,675
    
    
    
    13,230Capitalized website development costs, net
    
    
    84,735
    
    
    
    89,442Assets held for sale
    
    
    68,252
    
    
    
    68,304Total Assets
    
    $
    532,798
    
    
    $
    767,426Liabilities, Preferred Stock and Stockholders DeficitCurrent liabilities:Accounts payable (including $0 and $23,976 due to related parties at
March 31, 2008 and December 31, 2007, respectively)
    
    $
    60,049
    
    
    $
    24,026Accrued liabilities
    
    
    4,860
    
    
    
    3,064Total current liabilities
    
    
    64,909
    
    
    
    27,090Series A convertible preferred stock (conditionally redeemable); $0.001 par value
4,392,286 authorized, issued and outstanding at March 31, 2008 and
December 31, 2007; redemption/liquidation value of $3,000,000
    
    
    3,000,000
    
    
    
    3,000,000Stockholders deficit:Common stock, $0.001 par value, 500,000,000 shares
authorized, 535,321 shares issued and outstanding
at March 31, 2008 and December 31, 2007
    
    
    535
    
    
    
    535Additional paid in capital
    
    
    89,602
    
    
    
    79,102Accumulated deficit
    
    
    (2,622,248
    )
    
    
    (2,339,301
    )Total stockholders deficit
    
    
    (2,532,111
    )
    
    
    (2,259,664
    )Total Liabilities, Preferred Stock and Stockholders Deficit
    
    $
    532,798
    
    
    $
    767,426
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Immediatek, Inc.
 
 Condensed Consolidated Statements of Operations
 For the Three Months Ended March 31,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Revenues, net
    
    $
    
    
    
    $
    13,603Cost of sales
    
    
    
    
    
    
    12,114Gross margin
    
    
    
    
    
    
    1,489Expenses:Consulting services
    
    
    13,100
    
    
    
    2,474Consulting expense  related party
    
    
    10,500
    
    
    
    10,500Professional fees
    
    
    86,182
    
    
    
    53,652Salaries and benefits
    
    
    159,703
    
    
    
    65,778Depreciation and amortization
    
    
    7,262
    
    
    
    12,375(Gain) loss on sale of assets held for sale
    
    
    (687
    )
    
    
    1,080Other general and administrative expenses
    
    
    15,207
    
    
    
    11,953Total expenses
    
    
    292,864
    
    
    
    157,812Net operating loss
    
    
    (292,864
    )
    
    
    (156,323
    )Other income:Other income  related party
    
    
    7,525
    
    
    
    Interest income
    
    
    2,392
    
    
    
    8,026Net loss
    
    $
    (282,947
    )
    
    $
    (148,297
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    474,807Basic and diluted loss per common share
    
    $
    (0.53
    )
    
    $
    (0.31
    )
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Immediatek, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 For the Three Months Ended March 31,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Cash flows from operating activitiesNet loss
    
    $
    (282,947
    )
    
    $
    (148,297
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    7,262
    
    
    
    12,375Consulting fees  related party
    
    
    10,500
    
    
    
    10,500(Gain) loss on sale and disposal of assets held for sale
    
    
    (687
    )
    
    
    1,080Changes in operating assets and liabilities:Accounts receivable
    
    
    (4,003
    )
    
    
    5,702Prepaid expenses and other current assets
    
    
    (9,485
    )
    
    
    1,412Accounts payable
    
    
    36,023
    
    
    
    19,508Accrued liabilities
    
    
    1,796
    
    
    
    6,922Net cash used in operating activities
    
    
    (241,541
    )
    
    
    (90,798
    )Cash flows from investing activitiesPurchase of fixed assets
    
    
    
    
    
    
    (3,549
    )Proceeds from the sale of assets held for sale
    
    
    740
    
    
    
    Net cash provided by (used in) investing activities
    
    
    740
    
    
    
    (3,549
    )Net decrease in cash
    
    
    (240,801
    )
    
    
    (94,347
    )Cash at the beginning of the period
    
    
    589,787
    
    
    
    1,052,559Cash at the end of the period
    
    $
    348,986
    
    
    $
    958,212Supplemental disclosures:Interest paid
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    
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IMMEDIATEK, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2008
 (Unaudited)
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
 Description of Business:
 ® ®
 Going Concern: 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, 2008
(Unaudited)
  
    
    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
    
    changes in conditions affecting the economy generally.
 Business Segments:
 Net Loss per Share:
 Comprehensive Loss:
 Recently Issued Accounting Pronouncements: Disclosures about
Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133
 Fair Value Measurements ,
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
MARCH 31, 2008
(Unaudited)
 , Effective Date of FASB Statement Accounting for the Impairment or Disposal of Long-Lived Assets.
  The Fair Value Option for Financial Assets and
Financial Liabilities  including an Amendment of FASB Statement No. 115
 Business Combinations
 NOTE 2  GOING CONCERN
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
MARCH 31, 2008
(Unaudited)
 NOTE 3  RELATED PARTY TRANSACTIONS
 Office Space
 Consulting Agreement
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  
    
    Recent Developments  a description of important events that have recently
occurred.
    
    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.
 Recent Developments
 Action by written consent in lieu of annual meeting
 Our Business
 General
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History of Operating Losses
  For the Three Months Ended March 31,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (282,947
    )
    
    $
    (148,297
    )Net cash used in operating activities
    
    $
    (241,541
    )
    
    $
    (90,798
    )
    Our Objectives
  Areas of Focus
 RadicalBuy  Successful Roll-Out and Improvement
 RadicalBuy  Increase Users and Transactions
  10




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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
   Critical Accounting Policies and Estimates
  
    
    Recoverability of Long-Lived 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. During the three months
ended March 31, 2008, there was no impairment of long-lived assets.
    
    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.
  11




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
    
    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. DiscLive primarily delivered
products sold by it through shipment to the customer. Revenue was recognized upon
shipment of the product to the customer. A smaller percentage of revenues were
recognized at the point of sale at the event being recorded. Certain customers
purchased and accepted hand delivery of the product on-site at the event.
  Recent Accounting Standards and Pronouncements
  Operations Review
 The Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 2007
 For the Three Months Ended March 31,
    
    
    2008 vs. 20072008
    
    
    2007
    
    
    Change
    
    
    % Change(unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    13,603
    
    
    $
    (13,603
    )
    
    
    (100
    )%Cost of revenues
    
    
    
    
    
    
    12,114
    
    
    
    (12,114
    )
    
    
    (100
    )Gross margin
    
    
    
    
    
    
    1,489
    
    
    
    (1,489
    )
    
    
    (100
    )%Gross margin percentage
    
    
    0
    %
    
    
    11
    %Consulting expense  related party
    
    
    13,100
    
    
    
    2,474
    
    
    
    10,626
    
    
    
    430Professional fees
    
    
    86,182
    
    
    
    53,652
    
    
    
    32,530
    
    
    
    61Salaries and benefits
    
    
    159,703
    
    
    
    65,778
    
    
    
    93,925
    
    
    
    143Non-cash consulting expense
    
    
    10,500
    
    
    
    10,500
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    7,262
    
    
    
    12,375
    
    
    
    (5,113
    )
    
    
    (41
    )(Gain) loss on sale and disposal of assets held for sale
    
    
    (687
    )
    
    
    1,080
    
    
    
    (1,767
    )
    
    
    (164
    )Other general and administrative expenses
    
    
    16,804
    
    
    
    11,953
    
    
    
    4,851
    
    
    
    41
    %Net operating loss
    
    $
    (292,864
    )
    
    $
    (156,323
    )
    
    
    136,541
    
    
    
    87
    %Other income (expense):Other income  related party
    
    
    7,525
    
    
    
    
    
    
    
    7,525
    
    
    
    100Interest income
    
    
    2,392
    
    
    
    8,026
    
    
    
    (5,634
    )
    
    
    (70
    )Net loss
    
    $
    (282,947
    )
    
    $
    (148,297
    )
    
    
    134,650
    
    
    
    91
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    474,807
    
    
    
    60,514
    
    
    
    13
    %Basic and diluted loss per common share
    
    $
    (0.53
    )
    
    $
    (0.31
    )
    
    $
    0.22
    
    
    
    69
    %
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Revenues
  Cost of Revenues
 Consulting Services
 Professional Fees
 Salaries and Benefits
 Other Income  Related Party.
 Interest Income
 Other General and Administrative Expense
 Liquidity and Capital Resources and Financial Position
 General
    13




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Operating Activities
 Investing Activities
 Financing Activities
 Indebtedness
  Contractual Obligations and Commercial Commitments
  Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 yearsSublease (a)
    
    $
    18,900
    
    
    $
    10,800
    
    
    $
    8,100Total:
    
    $
    18,900
    
    
    $
    10,800
    
    
    $
    8,100
 
 (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
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 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 detail
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;
    
    management has addressed all disclosure issues encountered during the most recent
year; and
    
    our Code of Business Conduct and Ethics provides methods to report violations of
our disclosure policies.
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Plan for Remediation of Material Weaknesses
  
    
    limited resources dedicated to internal control compliance and little or no
internal expertise or experience;
    
    maintaining Company focus on risk and control;
    
    our ability to rely on monitoring (e.g. direct entity level) controls;
    
    properly leveraging high impact controls and optimizing the compliance process to
achieve proper balance between costs and benefits; and
    
    ensuring knowledge transfer takes place, ensuring sustainability and efficiency in
future years.
  Changes in Internal Controls
  Limitations on the Effectiveness of Controls
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PART II  OTHER INFORMATION
 
 Item 6. Exhibits.
  ExhibitNumber
    
    Description of Exhibit31.1
    
    
    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).
  17




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SIGNATURES
  Date:  May 15, 2008
    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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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibit31.1
    
    
    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).
  Exhibit Index