##### Table of Contents



UNITED STATES
SECURITIES 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, 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  Financial Information
    
    
    2Item 1. Financial Statements
    
    
    2Condensed Consolidated Balance Sheets at June 30, 2008 (unaudited) and December 31, 2007
    
    
    2Condensed Consolidated Statements of Operations for the three months and six months
ended June 30, 2008 and 2007 (unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2008 and 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
    
    
    18Item 4T. Controls and Procedures
    
    
    18Part II  Other Information
    
    
    20Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 6. Exhibits
    
    
    20Signatures
    
    
    S-1Exhibit 31.1Exhibit 32.1
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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  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 Immediatek, Inc.
 
 Condensed Consolidated Balance Sheets
 June 30,
    
    
    December 31,2008
    
    
    2007(unaudited)AssetsCurrent assets:Cash
    
    $
    93,130
    
    
    $
    589,787Accounts receivable (including $11,529 due from a related party at June 30, 2008)
    
    
    11,582
    
    
    
    3,575Prepaid expenses and other current assets
    
    
    8,750
    
    
    
    3,088Total current assets
    
    
    113,462
    
    
    
    596,450Fixed assets, net
    
    
    88,430
    
    
    
    102,672Assets held for sale
    
    
    68,252
    
    
    
    68,304Total Assets
    
    $
    270,144
    
    
    $
    767,426Liabilities, Preferred Stock and Stockholders DeficitCurrent liabilities:Accounts payable (including $1,800 and $23,976 due to related parties at June 30,
2008 and December 31, 2007, respectively)
    
    $
    2,026
    
    
    $
    24,026Accrued liabilities
    
    
    2,392
    
    
    
    3,064Total current liabilities
    
    
    4,418
    
    
    
    27,090Series A convertible preferred stock (conditionally redeemable); $0.001 par value;
4,392,286 shares authorized, issued and outstanding at June 30, 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 and 535,321 shares issued and outstanding
at June 30, 2008 and December 31, 2007
    
    
    535
    
    
    
    535Additional paid in capital
    
    
    100,102
    
    
    
    79,102Accumulated deficit
    
    
    (2,834,911
    )
    
    
    (2,339,301
    )Total stockholders deficit
    
    
    (2,734,274
    )
    
    
    (2,259,664
    )Total Liabilities, Preferred Stock and Stockholders Deficit
    
    $
    270,144
    
    
    $
    767,426
   2




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Immediatek, Inc.
 
 Condensed Consolidated Statements of Operations
 For the Three Months Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    4,955
    
    
    $
    
    
    
    $
    18,557Cost of sales
    
    
    
    
    
    
    8,037
    
    
    
    
    
    
    
    20,151Gross loss
    
    
    
    
    
    
    (3,082
    )
    
    
    
    
    
    
    (1,594
    )Expenses:General and administrative expenses
    
    
    13,783
    
    
    
    4,957
    
    
    
    30,587
    
    
    
    16,908Consulting services
    
    
    2,231
    
    
    
    1,852
    
    
    
    15,331
    
    
    
    4,326Professional fees
    
    
    28,276
    
    
    
    43,045
    
    
    
    114,458
    
    
    
    96,698Salaries and benefits
    
    
    155,564
    
    
    
    37,246
    
    
    
    315,267
    
    
    
    103,024Non-cash consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    21,000
    
    
    
    21,000Depreciation and amortization
    
    
    6,980
    
    
    
    12,364
    
    
    
    14,242
    
    
    
    24,739(Gain) loss on sale of assets held for sale
    
    
    
    
    
    
    2,092
    
    
    
    (687
    )
    
    
    3,172Change in estimate of payroll tax liability
    
    
    
    
    
    
    (159,994
    )
    
    
    
    
    
    
    (159,994
    )Impairment of goodwill and intangibles
    
    
    
    
    
    
    1,792,570
    
    
    
    
    
    
    
    1,792,570Impairment of fixed assets
    
    
    
    
    
    
    20,324
    
    
    
    
    
    
    
    20,324Settlement of dispute
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    22,000Total operating expenses
    
    
    217,334
    
    
    
    1,786,956
    
    
    
    510,198
    
    
    
    1,944,767Net operating loss
    
    
    (217,334
    )
    
    
    (1,790,038
    )
    
    
    (510,198
    )
    
    
    (1,946,361
    )Other income (expense)Other income  related party
    
    
    4,004
    
    
    
    5,839
    
    
    
    11,529
    
    
    
    5,839Interest income
    
    
    667
    
    
    
    7,289
    
    
    
    3,059
    
    
    
    15,315Net loss
    
    $
    (212,663
    )
    
    $
    (1,776,910
    )
    
    $
    (495,610
    )
    
    $
    (1,925,207
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    474,807
    
    
    
    535,321
    
    
    
    474,807Basic and diluted loss per common share
    
    $
    (0.40
    )
    
    $
    (3.74
    )
    
    $
    (0.93
    )
    
    $
    (4.05
    )
   3




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Immediatek, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 For the Six Months EndedJune 30,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Cash flows from operating activitiesNet loss
    
    $
    (495,610
    )
    
    $
    (1,925,207
    )Adjustments to reconcile net loss to net
cash used in operating activities:Depreciation and amortization
    
    
    14,242
    
    
    
    24,739Non-cash consulting expense  related party
    
    
    21,000
    
    
    
    21,000(Gain) loss on sale of assets held for sale
    
    
    (687
    )
    
    
    3,172Change in estimate of payroll tax liability
    
    
    
    
    
    
    (159,994
    )Impairment of goodwill and intangibles
    
    
    
    
    
    
    1,792,570Impairment of fixed assets
    
    
    
    
    
    
    20,324Changes in assets and liabilities:Accounts receivable
    
    
    (8,007
    )
    
    
    2,527Prepaid expenses and other current assets
    
    
    (5,663
    )
    
    
    2,864Accounts payable
    
    
    (22,000
    )
    
    
    (10,837
    )Accrued liabilities
    
    
    (672
    )
    
    
    38,541Net cash used in operating activities
    
    
    (497,397
    )
    
    
    (190,301
    )Cash flows from investing activitiesPurchase of fixed assets
    
    
    
    
    
    
    (3,549
    )Proceeds from sale of fixed assets
    
    
    740
    
    
    
    Net cash provided by (used in) investing activities
    
    
    740
    
    
    
    (3,549
    )Net decrease in cash
    
    
    (496,657
    )
    
    
    (193,850
    )Cash  beginning
    
    
    589,787
    
    
    
    1,052,559Cash  ending
    
    $
    93,130
    
    
    $
    858,709Supplemental disclosures:Interest paid
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    
   4




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IMMEDIATEK, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 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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
    
    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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NOTE 2  GOING CONCERN
   7




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NOTE 3  RELATED PARTY TRANSACTIONS
 Office Space
 Consulting Agreement
 NOTE 4  SUBSEQUENT EVENT
 Convertible Preferred Series B Stock Sale
  8




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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
      9




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History of Operating Losses
  For the Three Months Ended June 30,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (212,663
    )
    
    $
    (1,776,910
    )Net cash used in operating activities
    
    $
    (255,856
    )
    
    $
    (99,503
    )
 For the Six Months Ended June 30,2008
    
    
    2007(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (495,610
    )
    
    $
    (1,925,207
    )Net cash used in operating activities
    
    $
    (497,397
    )
    
    $
    (190,301
    )
     10




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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
    11




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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 six months ended June 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
   12




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Operations Review
 The Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007
 For the Three Months EndedJune 30,
    
    
    2008 vs 20072008
    
    
    2007
    
    
    Change
    
    
    % Change(unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    4,955
    
    
    $
    (4,955
    )
    
    
    (100)
    %Cost of sales
    
    
    
    
    
    
    8,037
    
    
    
    (8,037
    )
    
    
    (100
    )Gross loss
    
    
    
    
    
    
    (3,082
    )
    
    
    3,082
    
    
    
    100Gross loss percentage
    
    
    
    %
    
    
    (62)
    %General and administrative expenses
    
    
    13,783
    
    
    
    4,957
    
    
    
    8,826
    
    
    
    178Consulting services
    
    
    2,231
    
    
    
    1,852
    
    
    
    379
    
    
    
    20Professional fees
    
    
    28,276
    
    
    
    43,045
    
    
    
    (14,769
    )
    
    
    (34
    )Salaries and benefits
    
    
    155,564
    
    
    
    37,246
    
    
    
    118,318
    
    
    
    318Non-cash consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    6,980
    
    
    
    12,364
    
    
    
    (5,384
    )
    
    
    (44
    )(Gain) loss on sale of assets held for sale
    
    
    
    
    
    
    2,092
    
    
    
    (2,092
    )
    
    
    (100
    )Change in estimate of payroll tax liability
    
    
    
    
    
    
    (159,994
    )
    
    
    159,994
    
    
    
    100Impairment 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 operating expenses
    
    
    217,334
    
    
    
    1,786,956
    
    
    
    (1,569,622
    )
    
    
    (88
    )Net operating loss
    
    
    (217,334
    )
    
    
    (1,790,038
    )
    
    
    1,572,704
    
    
    
    88Other income  related party
    
    
    4,004
    
    
    
    5,839
    
    
    
    (1,835
    )
    
    
    (31
    )Interest income
    
    
    667
    
    
    
    7,289
    
    
    
    (6,622
    )
    
    
    (91
    )Net loss
    
    $
    (212,663
    )
    
    $
    (1,776,910
    )
    
    $
    1,564,247
    
    
    
    88Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    535,321
    
    
    
    474,807
    
    
    
    60,514
    
    
    
    13
    %Basic and diluted loss per common share
    
    $
    (0.40
    )
    
    $
    (3.74
    )
    
    
    (3.34
    )
    
    
    89
    %
 Revenues
  Cost of Revenues
  13




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Consulting Services
 Professional Fees
 Salaries and Benefits
 Other Income  Related Party.
  Interest Income
 General and Administrative Expense
  14




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The Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007
 For the Six Months EndedJune 30,
    
    
    2008 vs. 20072008
    
    
    2007
    
    
    Change
    
    
    % Change(unaudited)
    
    
    (unaudited)Revenues
    
    $
    
    
    
    $
    18,557
    
    
    $
    (18,557
    )
    
    
    (100)
    %Cost of sales
    
    
    
    
    
    
    20,151
    
    
    
    (20,151
    )
    
    
    (100
    )Gross loss
    
    
    
    
    
    
    (1,594
    )
    
    
    1,594
    
    
    
    100
    %Gross loss percentage
    
    
    
    %
    
    
    (9)
    %General and administrative expenses
    
    
    30,587
    
    
    
    16,908
    
    
    
    13,679
    
    
    
    81Consulting services
    
    
    15,331
    
    
    
    4,326
    
    
    
    11,005
    
    
    
    254Professional fees
    
    
    114,458
    
    
    
    96,698
    
    
    
    17,760
    
    
    
    18Salaries and benefits
    
    
    315,267
    
    
    
    103,024
    
    
    
    212,243
    
    
    
    206Non-cash consulting expense  related party
    
    
    21,000
    
    
    
    21,000
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    14,242
    
    
    
    24,739
    
    
    
    (10,497
    )
    
    
    (42
    )(Gain) loss on sale of assets held for sale
    
    
    (687
    )
    
    
    3,172
    
    
    
    (3,859
    )
    
    
    (122
    )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
operating expenses
    
    
    510,198
    
    
    
    1,944,766
    
    
    
    (1,434,568
    )Net operating loss
    
    
    (510,198
    )
    
    
    (1,946,361
    )
    
    
    1,436,161
    
    
    
    (74
    )%Other income  related party
    
    
    11,529
    
    
    
    5,839
    
    
    
    5,690
    
    
    
    97Interest income
    
    
    3,059
    
    
    
    15,315
    
    
    
    (12,256
    )
    
    
    (80
    )Net loss
    
    $
    (495,610
    )
    
    $
    (1,925,207
    )
    
    $
    1,429,595
    
    
    
    (74)
    %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
    
    $
    (0.93
    )
    
    $
    (4.05
    )
    
    $
    (3.12
    )
    
    
    77
    %
 Revenues
  Cost of Revenues
 Consulting Services
  15




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Professional Fees
 Salaries and Benefits
 Other Income  Related Party.
  Interest Income
 General and Administrative Expense
 Liquidity and Capital Resources and Financial Position
 General
   16




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Operating Activities
 Investing Activities
 Indebtedness
  Contractual Obligations and Commercial Commitments
  Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 yearsSublease (a)
    
    $
    16,200
    
    
    $
    10,800
    
    
    $
    5,400Total:
    
    $
    16,200
    
    
    $
    10,800
    
    
    $
    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
   17




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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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##### Table of Contents



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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##### 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 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).
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SIGNATURES
  Date:  August 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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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).