##### 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 September 30, 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 WaltonDallas, 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  Unaudited Financial Information
    
    
    2Item 1. Unaudited Financial Statements
    
    
    2Unaudited Condensed Consolidated Balance Sheets at September 30, 2008 and December 31, 2007
    
    
    2Unaudited Condensed Consolidated Statements of Operations for the three months and nine months
ended September 30, 2008 and 2007
    
    
    3Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2008 and 2007
    
    
    4Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    20Item 4T. Controls and Procedures
    
    
    20Part II  Other Information
    
    
    23Item 6. Exhibits
    
    
    23Signatures
    
    
    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;
    
    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.
   1




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##### Table of Contents



PART I  UNAUDITED FINANCIAL INFORMATION
 
 Item 1. Unaudited Financial Statements.
 Immediatek, Inc.
 
 Unaudited Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2008
    
    
    2007AssetsCurrent assets:Cash
    
    $
    410,666
    
    
    $
    589,787Accounts receivable (including $2,174 due from a related party at September 30, 2008)
    
    
    2,227
    
    
    
    3,575Prepaid expenses and other current assets
    
    
    8,350
    
    
    
    3,088Total current assets
    
    
    421,243
    
    
    
    596,450Fixed assets, net
    
    
    81,450
    
    
    
    102,672Assets held for sale
    
    
    67,602
    
    
    
    68,304Total Assets
    
    $
    570,295
    
    
    $
    767,426Liabilities, Preferred Stock and Stockholders DeficitCurrent liabilities:Accounts payable (including $4,509 and $23,976 due to related parties at September 30, 2008 and
December 31, 2007, respectively)
    
    $
    10,173
    
    
    $
    24,026Accrued liabilities
    
    
    2,392
    
    
    
    3,064Total current liabilities
    
    
    12,565
    
    
    
    27,090Series A convertible preferred stock (conditionally redeemable); $0.001 par value
4,392,286 authorized, issued and outstanding at September 30, 2008 and
December 31, 2007; 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 September 30, 2008 and 0 authorized,
issued and
 outstanding at December 31, 2007; redemption/liquidation
preference value of $500,000
    
    
    500,000
    
    
    
    Stockholders deficit:Common stock, $0.001 par value, 500,000,000 shares
authorized and 535,321shares issued and outstanding
at September 30, 2008 and December 31, 2007
    
    
    535
    
    
    
    535Additional paid in capital
    
    
    110,602
    
    
    
    79,102Accumulated deficit
    
    
    (3,053,407
    )
    
    
    (2,339,301
    )Total stockholders deficit
    
    
    (2,942,270
    )
    
    
    (2,259,664
    )Total Liabilities, Preferred Stock and Stockholders Deficit
    
    $
    570,295
    
    
    $
    767,426
   2




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##### Table of Contents



Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Operations
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    82
    
    
    $
    2,610
    
    
    $
    619
    
    
    $
    21,167Cost of sales
    
    
    
    
    
    
    1,510
    
    
    
    
    
    
    
    21,661Gross (loss) margin
    
    
    82
    
    
    
    1,100
    
    
    
    619
    
    
    
    (494
    )Expenses:General and administrative expenses
    
    
    9,160
    
    
    
    7,204
    
    
    
    40,287
    
    
    
    24,114Consulting services
    
    
    8,406
    
    
    
    1,738
    
    
    
    23,738
    
    
    
    6,064Consulting services  related party
    
    
    
    
    
    
    40,108
    
    
    
    
    
    
    
    40,108Professional fees
    
    
    27,915
    
    
    
    45,463
    
    
    
    142,372
    
    
    
    142,160Salaries and benefits
    
    
    158,285
    
    
    
    6,214
    
    
    
    473,548
    
    
    
    109,238Non-cash consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    31,500
    
    
    
    31,500Depreciation and amortization
    
    
    6,979
    
    
    
    8,594
    
    
    
    21,222
    
    
    
    33,332(Gain) loss on sale of assets held for sale
    
    
    378
    
    
    
    (221
    )
    
    
    (309
    )
    
    
    2,950Impairment of goodwill and intangibles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,792,570Impairment of fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,324Settlement of dispute
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,000Change in estimate of payroll tax liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (159,994
    )Total expenses
    
    
    221,623
    
    
    
    119,600
    
    
    
    732,358
    
    
    
    2,064,366Net operating loss
    
    
    (221,541
    )
    
    
    (118,500
    )
    
    
    (731,739
    )
    
    
    (2,064,860
    )Other income:Other income  related party
    
    
    2,174
    
    
    
    
    
    
    
    13,703
    
    
    
    5,839Interest income
    
    
    871
    
    
    
    6,285
    
    
    
    3,930
    
    
    
    21,599Net loss
    
    $
    (218,496
    )
    
    $
    (112,215
    )
    
    $
    (714,106
    )
    
    $
    (2,037,422
    )Deemed dividend related to beneficial conversion
feature on Series B convertible preferred stock
    
    
    (205,145
    )
    
    
    
    
    
    
    (205,145
    )
    
    
    Net loss attributable to common stockholders
    
    $
    (423,641
    )
    
    $
    (112,215
    )
    
    $
    (919,251
    )
    
    $
    (2,037,422
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    494,540
    
    
    
    535,321
    
    
    
    481,457Basic and diluted loss per common share
    
    $
    (0.79
    )
    
    $
    (0.23
    )
    
    $
    (1.72
    )
    
    $
    (4.23
    )
   3




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Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Cash Flows
 For the Nine Months EndedSeptember 30,2008
    
    
    2007Cash flows from operating activitiesNet loss
    
    $
    (714,106
    )
    
    $
    (2,037,422
    )Depreciation and amortization
    
    
    21,222
    
    
    
    33,332Non-cash consulting expense  related party
    
    
    31,500
    
    
    
    31,500(Gain) loss on sale of assets held for sale
    
    
    (309
    )
    
    
    2,950Change in estimate of payroll tax liability
    
    
    
    
    
    
    (159,994
    )Impairment of goodwill and intangibles
    
    
    
    
    
    
    1,792,570Impairment of fixed assets
    
    
    
    
    
    
    20,324Adjustments to reconcile net loss to net
cash used in operating activities:Accounts receivable
    
    
    1,348
    
    
    
    6,543Prepaid expenses and other current assets
    
    
    (5,263
    )
    
    
    (560
    )Accounts payable
    
    
    (13,853
    )
    
    
    43,370Accrued liabilities
    
    
    (672
    )
    
    
    (31,468
    )Net cash used in operating activities
    
    
    (680,133
    )
    
    
    (298,855
    )Cash flows from investing activitiesPurchase of fixed assets
    
    
    
    
    
    
    (3,549
    )Proceeds from sale of fixed assets
    
    
    1,012
    
    
    
    Net cash provided by (used in) investing activities
    
    
    1,012
    
    
    
    (3,549
    )Cash flows from financing activitiesProceeds from issuance of Series B convertible
preferred stock
    
    
    500,000
    
    
    
    Net cash provided by financing activities
    
    
    500,000
    
    
    
    Net decrease in cash
    
    
    (179,121
    )
    
    
    (302,404
    )Cash  beginning
    
    
    589,787
    
    
    
    1,052,559Cash  ending
    
    $
    410,666
    
    
    $
    750,155Supplemental disclosures:Interest paid
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    
   4




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IMMEDIATEK, INC.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2008
(Unaudited)
 NOTE 1  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Business:
 ® ®
 Going Concern: See
 Basis of Presentation:
  Management Estimates and Significant Risks and Uncertainties:
  5




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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:
   6




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
    NOTE 2  GOING CONCERN
     7




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
  NOTE 3  SERIES B CONVERTIBLE PREFERRED STOCK
   Dividends
 Liquidation
 
    
    $7.17092619 per share of Series B Convertible Preferred Stock; and
    
    the amount that the holder of that share of Series B Convertible Preferred
Stock would have received had the holder converted that share into shares of Company
common stock immediately prior to the liquidation event.
  Ranking
 Optional Redemption
  8




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
  Conversion
   Voting
 Classification .
  9




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(Unaudited)
 NOTE 4  RELATED PARTY TRANSACTIONS
 Office Space
 Consulting Agreement
  10




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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
  Our Business
 General
      11




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History of Operating Losses
  For the Three Months EndedSeptember 30,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (218,496
    )
    
    $
    (112,215
    )Net cash used in operating activities
    
    $
    (182,737
    )
    
    $
    (108,554
    )
 For the Nine Months EndedSeptember 30,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (714,106
    )
    
    $
    (2,037,422
    )Net cash used in operating activities
    
    $
    (680,133
    )
    
    $
    (298,855
    )
     12




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Our Objectives
  Areas of Focus
 RadicalBuy  Successful Roll-Out and Improvement
 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
    13




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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
and nine months ended September 30, 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.
    
    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.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
   14




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Operations Review
 The Three Months Ended September 30, 2008 Compared to the Three Months
Ended September 30, 2007
 For the Three Months EndedSeptember 30,2008
    
    
    2007
    
    
    2008 vs 2007(unaudited)
    
    
    (unaudited)
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    82
    
    
    $
    2,610
    
    
    $
    (2,528
    )
    
    
    (97)
    %Cost of revenues
    
    
    
    
    
    
    1,510
    
    
    
    (1,510
    )
    
    
    (100
    )Gross (loss) margin
    
    
    82
    
    
    
    1,100
    
    
    
    (1,018
    )
    
    
    (93
    )Gross (loss) margin percentage
    
    
    100
    %
    
    
    42
    %General and administrative expenses
    
    
    9,160
    
    
    
    7,204
    
    
    
    1,956
    
    
    
    27Consulting services
    
    
    8,406
    
    
    
    1,738
    
    
    
    6,668
    
    
    
    384Consulting
services  related party
    
    
    
    
    
    
    40,108
    
    
    
    (40,108
    )
    
    
    (100
    )Professional fees
    
    
    27,915
    
    
    
    45,463
    
    
    
    (17,548
    )
    
    
    (39
    )Salaries and benefits
    
    
    158,285
    
    
    
    6,214
    
    
    
    152,071
    
    
    
    2,447Non-cash consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    6,979
    
    
    
    8,594
    
    
    
    (1,615
    )
    
    
    (19
    )(Gain) loss on sale of assets held for sale
    
    
    378
    
    
    
    (221
    )
    
    
    599
    
    
    
    (271
    )Total expenses
    
    
    221,623
    
    
    
    119,600
    
    
    
    102,023
    
    
    
    85Net operating loss
    
    
    (221,541
    )
    
    
    (118,500
    )
    
    
    (103,041
    )
    
    
    (87
    )Other income  related party
    
    
    2,174
    
    
    
    
    
    
    
    2,174
    
    
    
    100Interest income
    
    
    871
    
    
    
    6,285
    
    
    
    (5,414
    )
    
    
    (86
    )Net loss
    
    $
    (218,496
    )
    
    $
    (112,215
    )
    
    $
    (106,281
    )
    
    
    (95)
    %Deemed dividend related to beneficial conversion
feature on Series B convertible preferred stock
    
    
    (205,145
    )
    
    
    
    
    
    
    (205,145
    )
    
    
    (100
    )Net loss attributable to common stockholders
    
    $
    (423,641
    )
    
    $
    (112,215
    )
    
    $
    (311,426
    )
    
    
    (278)
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    494,540
    
    
    
    40,781
    
    
    
    8
    %Basic and diluted loss per common share
    
    $
    (0.79
    )
    
    $
    (0.23
    )
    
    $
    (0.56
    )
    
    
    (243)
    %
 Revenues
  Cost of Revenues
 General and Administrative Expense
  15




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Consulting Services
 Professional Fees
 Salaries and Benefits
 Other Income  Related Party.
 Interest Income
 Deemed Dividend Related to Beneficial Conversion Feature on Series B Convertible Preferred
Stock
  16




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The
Nine Months Ended September 30, 2008 Compared to the Nine
Months Ended September 30, 2007
 For the Nine Months EndedSeptember 30,2008
    
    
    2007
    
    
    2008 vs. 2007(unaudited)
    
    
    (unaudited)
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    619
    
    
    $
    21,167
    
    
    $
    (20,548
    )
    
    
    (97)
    %Cost of revenues
    
    
    
    
    
    
    21,661
    
    
    
    (21,661
    )
    
    
    (100
    )Gross (loss) margin
    
    
    619
    
    
    
    (494
    )
    
    
    1,113
    
    
    
    225Gross (loss) margin percentage
    
    
    
    %
    
    
    (2)
    %General and administrative expenses
    
    
    40,287
    
    
    
    24,114
    
    
    
    16,173
    
    
    
    67Consulting services
    
    
    23,738
    
    
    
    6,064
    
    
    
    17,674
    
    
    
    291Consulting services  related party
    
    
    
    
    
    
    40,108
    
    
    
    (40,108
    )
    
    
    (100
    )Professional fees
    
    
    142,372
    
    
    
    142,160
    
    
    
    212
    
    
    
    0Salaries and benefits
    
    
    473,548
    
    
    
    109,238
    
    
    
    364,310
    
    
    
    334Non-cash consulting expense  related party
    
    
    31,500
    
    
    
    31,500
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    21,222
    
    
    
    33,332
    
    
    
    (12,110
    )
    
    
    (36
    )(Gain) loss on sale of assets held for sale
    
    
    (309
    )
    
    
    2,950
    
    
    
    (3,259
    )
    
    
    (110
    )Change in estimate of payroll tax liability
    
    
    
    
    
    
    (159,994
    )
    
    
    159,994
    
    
    
    (100
    )Impairment of goodwill and intangibles
    
    
    
    
    
    
    1,792,570
    
    
    
    (1,792,570
    )
    
    
    (100
    )Impairment of fixed assets
    
    
    
    
    
    
    20,324
    
    
    
    (20,324
    )
    
    
    (100
    )Settlement of dispute
    
    
    
    
    
    
    22,000
    
    
    
    (22,000
    )
    
    
    (100
    )Total expenses
    
    
    732,358
    
    
    
    2,064,366
    
    
    
    (1,332,008
    )
    
    
    (65
    )Net operating loss
    
    
    (731,739
    )
    
    
    (2,064,860
    )
    
    
    1,333,121
    
    
    
    (65
    )Other income  related party
    
    
    13,703
    
    
    
    5,839
    
    
    
    7,864
    
    
    
    135Interest income
    
    
    3,930
    
    
    
    21,599
    
    
    
    (17,669
    )
    
    
    (82
    )Net loss
    
    $
    (714,106
    )
    
    $
    (2,037,422
    )
    
    $
    1,323,316
    
    
    
    (65)
    %Deemed dividend related to beneficial conversion
feature on Series B convertible preferred
stock
    
    
    (205,145
    )
    
    
    
    
    
    
    (205,145
    )
    
    
    (100
    )Net loss attributable to common stockholders
    
    $
    (919,251
    )
    
    $
    (2,037,422
    )
    
    $
    1,118,171
    
    
    
    (55)
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    481,457
    
    
    
    53,864
    
    
    
    11
    %Basic and diluted loss per common share
    
    $
    (1.72
    )
    
    $
    (4.23
    )
    
    $
    2.51
    
    
    
    59
    %
 Revenues
  Cost of Revenues
 General and Administrative Expense
  17




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##### Table of Contents



Consulting Services
 Professional Fees
 Salaries and Benefits
 Other Income  Related Party.
  Interest Income
 Deemed Dividend Related to Beneficial Conversion Feature on Series B Convertible Preferred
Stock
  18




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##### Table of Contents



Liquidity and Capital Resources and Financial Position
 General
    Operating Activities
 Investing Activities
 Financing Activities
  19




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##### Table of Contents



Indebtedness
  Contractual Obligations and Commercial Commitments
  Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 yearsSublease (a)
    
    $
    13,500
    
    
    $
    10,800
    
    
    $
    2,700Total:
    
    $
    13,500
    
    
    $
    10,800
    
    
    $
    2,700
 
 (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
  
 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;
  20




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##### Table of Contents




    
    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.
   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.
  21




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Changes in Internal Controls
  Limitations on the Effectiveness of Controls
    22




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##### Table of Contents



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).
  23




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##### Table of Contents



SIGNATURES
  Date:  November 14, 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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##### Table of Contents



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