##### 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, 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 WaltonDallas, Texas
    
    75226(Address of principal executive offices)
    
    (Zip code)
 (214) 744-8801
 
  
  þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 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
    
    
    3Item 1. Unaudited Financial Statements
    
    
    3Unaudited Condensed Consolidated Balance Sheets at September 30, 2009 and December 31, 2008
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three months
and nine months ended September 30, 2009 and 2008 and for the Period from
October 1, 2007 (Re-entry of Development Stage) to September 30, 2009
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2009 and 2008 and for the Period from
October 1, 2007 (Re-entry of Development Stage) to September 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 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;
    
    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.
 
  1




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2




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PART I  UNAUDITED FINANCIAL INFORMATION
 
 Item 1. Unaudited Financial Statements.
 Immediatek, Inc.
(A Development Stage Enterprise)
 
 Unaudited Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2009
    
    
    2008AssetsCurrent assets:Cash
    
    $
    455,169
    
    
    $
    223,651Accounts receivable (including $6,013 and $7,859 due from a related party
at September 30, 2009 and December 31, 2008, respectively)
    
    
    7,167
    
    
    
    7,911Prepaid expenses and other current assets
    
    
    10,185
    
    
    
    2,650Total current assets
    
    
    472,521
    
    
    
    234,212Fixed assets, net
    
    
    4,611
    
    
    
    3,857Assets held for sale
    
    
    
    
    
    
    7,595Total Assets
    
    $
    477,132
    
    
    $
    245,664Liabilities and Stockholders DeficitCurrent liabilities:Accounts payable (including $14 and $2,308 due to related parties at September 30, 2009
and December 31, 2008, respectively)
    
    $
    10,166
    
    
    $
    2,308Accrued liabilities (including $11,974 and $0 due to related parties at September 30, 2009
and December 31, 2008, respectively)
    
    
    15,642
    
    
    
    3,245Note Payable  related party
    
    
    750,000
    
    
    
    Total current liabilities
    
    
    775,808
    
    
    
    5,553Series A convertible preferred stock (conditionally redeemable); $0.001 par value
4,392,286 authorized, issued and outstanding at September 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 September 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 535,321 shares issued and outstanding
at September 30, 2009 and December 31, 2008
    
    
    535
    
    
    
    535Additional paid in capital
    
    
    152,602
    
    
    
    121,102Deficit accumulated during the development stage
    
    
    (1,950,540
    )
    
    
    (1,380,253
    )Accumulated deficit  prior to the development stage
    
    
    (2,001,273
    )
    
    
    (2,001,273
    )Total Stockholders deficit
    
    
    (3,798,676
    )
    
    
    (3,259,889
    )Total Liabilities, Preferred Stock and Stockholders Deficit
    
    $
    477,132
    
    
    $
    245,664
   3




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Immediatek, Inc.
(A Development Stage Enterprise)
 
 Unaudited Condensed Consolidated Statements of Operations
 For the Period fromFor the Three Months
    
    
    For the Nine Months
    
    
    October 1, 2007 (Re-entryEnded Sept. 30,
    
    
    Ended Sept. 30,
    
    
    of Development Stage)2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    to Sept. 30, 2009Revenues
    
    $
    45
    
    
    $
    82
    
    
    $
    347
    
    
    $
    619
    
    
    $
    5,651Cost of revenues
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Gross margin
    
    
    45
    
    
    
    82
    
    
    
    347
    
    
    
    619
    
    
    
    5,647Expenses:Consulting services
    
    
    2,100
    
    
    
    8,406
    
    
    
    2,100
    
    
    
    23,738
    
    
    
    38,197Consulting services  related party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,615Non-cash consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    31,500
    
    
    
    31,500
    
    
    
    84,000Professional fees
    
    
    24,255
    
    
    
    27,915
    
    
    
    96,411
    
    
    
    142,372
    
    
    
    272,056Salaries and benefits
    
    
    135,169
    
    
    
    158,285
    
    
    
    422,160
    
    
    
    473,548
    
    
    
    1,079,571Depreciation and amortization
    
    
    788
    
    
    
    6,979
    
    
    
    3,502
    
    
    
    21,222
    
    
    
    39,182(Gain) Loss on sale of assets held for sale
    
    
    (115
    )
    
    
    378
    
    
    
    (169
    )
    
    
    (309
    )
    
    
    (3,369
    )Impairment of fixed assets and assets held for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    123,196Other general and administrative expenses
    
    
    9,168
    
    
    
    9,160
    
    
    
    32,400
    
    
    
    40,287
    
    
    
    82,291Total expenses
    
    
    181,865
    
    
    
    221,623
    
    
    
    587,904
    
    
    
    732,358
    
    
    
    1,796,739Net operating loss
    
    
    (181,820
    )
    
    
    (221,541
    )
    
    
    (587,557
    )
    
    
    (731,739
    )
    
    
    (1,791,092
    )Other income (expense):Other income  related party
    
    
    6,488
    
    
    
    2,174
    
    
    
    28,464
    
    
    
    13,703
    
    
    
    47,852Interest income
    
    
    
    
    
    
    871
    
    
    
    518
    
    
    
    3,930
    
    
    
    9,557Interest expense  related party
    
    
    (5,671
    )
    
    
    
    
    
    
    (11,712
    )
    
    
    
    
    
    
    (11,712
    )Net loss
    
    
    (181,003
    )
    
    
    (218,496
    )
    
    
    (570,287
    )
    
    
    (714,106
    )
    
    
    (1,745,395
    )Deemed dividend related to the beneficial conversion
feature on Series B convertible preferred stock
    
    
    
    
    
    
    (205,145
    )
    
    
    
    
    
    
    (205,145
    )
    
    
    (205,145
    )Net loss attributable to common stockholders
    
    $
    (181,003
    )
    
    $
    (423,641
    )
    
    $
    (570,287
    )
    
    $
    (919,251
    )
    
    $
    (1,950,540
    )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
    )
    
    $
    (0.79
    )
    
    $
    (1.07
    )
    
    $
    (1.72
    )
    
    $
    (3.64
    )
   4




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Immediatek, Inc.
(A Development Stage Enterprise)
 
 Unaudited Condensed Consolidated Statements of Cash Flow
 For the PeriodfromOctober 1, 2007(Re-entry ofDevelopmentFor the Nine Months Ended Sept. 30
    
    
    Stage) to2009
    
    
    2008
    
    
    Sept. 30, 2009Cash flows from operating activitiesNet loss
    
    $
    (570,287
    )
    
    $
    (714,106
    )
    
    $
    (1,745,395
    )Depreciation and amortization
    
    
    3,502
    
    
    
    21,222
    
    
    
    39,182Non-cash consulting expense  related party
    
    
    31,500
    
    
    
    31,500
    
    
    
    84,000Gain on sale of assets held for sale
    
    
    (169
    )
    
    
    (309
    )
    
    
    (3,369
    )Impairment of fixed assets and assets held for sale
    
    
    
    
    
    
    
    
    
    
    123,196Adjustments to reconcile net loss to net cash
used in operating activities:Accounts receivable
    
    
    744
    
    
    
    1,348
    
    
    
    (7,032
    )Prepaid expenses and other current assets
    
    
    (7,535
    )
    
    
    (5,263
    )
    
    
    (6,711
    )Accounts payable
    
    
    7,858
    
    
    
    (13,853
    )
    
    
    (54,756
    )Accrued liabilities
    
    
    12,397
    
    
    
    (672
    )
    
    
    12,432Net cash used in operating activities
    
    
    (521,990
    )
    
    
    (680,133
    )
    
    
    (1,558,453
    )Cash flows from investing activitiesPurchase of fixed assets
    
    
    (4,256
    )
    
    
    
    
    
    
    (6,043
    )Proceeds from the sale of fixed assets
    
    
    7,764
    
    
    
    1,012
    
    
    
    19,510Net cash provided by investing activities
    
    
    3,508
    
    
    
    1,012
    
    
    
    13,467Cash flows from financing activitiesProceeds from issuance of Series B convertible
preferred stock
    
    
    
    
    
    
    500,000
    
    
    
    500,000Proceeds from issuance of promissory note
    
    
    750,000
    
    
    
    
    
    
    
    750,000Net cash provided by investing activities
    
    
    750,000
    
    
    
    500,000
    
    
    
    1,250,000Net increase (decrease) in cash
    
    
    231,518
    
    
    
    (179,121
    )
    
    
    (294,986
    )Cash at the beginning of the period
    
    
    223,651
    
    
    
    589,787
    
    
    
    750,155Cash at the end of the period
    
    $
    455,169
    
    
    $
    410,666
    
    
    $
    455,169Supplemental 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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IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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
SEPTEMBER 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:
 Amendments to FASB Interpretation No. 46(R) Consolidation
 The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles Generally Accepted Accounting Principles
  7




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IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
 Revenue Recognition
 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
SEPTEMBER 30, 2009
 Consulting Agreement
 Office Space
 Consulting Agreement
 Management Services Agreement
 NOTE 4  SUBSEQUENT EVENTS
    9




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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
     10




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History of Operating Losses
  For the Three Months Ended September 30,2009
    
    
    2008(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (181,003
    )
    
    $
    (218,496
    )Net cash used in operating activities
    
    $
    (139,869
    )
    
    $
    (182,737
    )
 For the Nine Months Ended September 30,2009
    
    
    2008(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (570,287
    )
    
    $
    (714,106
    )Net cash used in operating activities
    
    $
    (521,990
    )
    
    $
    (680,133
    )
    11




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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
    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 Instrumentswhich is incorporated
in ASC Topic 470, Beneficial Conversion Feature.
    
    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 September 30, 2009 Compared to the Three Months
Ended September 30, 2008
 For the Three Months EndedSeptember 30,2009
    
    
    2008
    
    
    2009 vs 2008(unaudited)
    
    
    (unaudited)
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    45
    
    
    $
    82
    
    
    
    (37
    )
    
    
    (45
    )%Cost of sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross margin
    
    
    45
    
    
    
    82
    
    
    
    (37
    )
    
    
    (45
    )Expenses:General and administrative expenses
    
    
    9,168
    
    
    
    9,160
    
    
    
    8
    
    
    
    0Consulting services
    
    
    2,100
    
    
    
    8,406
    
    
    
    (6,306
    )
    
    
    (75
    )Professional fees
    
    
    24,255
    
    
    
    27,915
    
    
    
    (3,660
    )
    
    
    (13
    )Salaries and benefits
    
    
    135,169
    
    
    
    158,285
    
    
    
    (23,116
    )
    
    
    (15
    )Non-cash consulting expense  related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    788
    
    
    
    6,979
    
    
    
    (6,191
    )
    
    
    (89
    )(Gain) Loss on sale of assets held for sale
    
    
    (115
    )
    
    
    378
    
    
    
    (493
    )
    
    
    (130
    )Total expenses
    
    
    181,865
    
    
    
    221,623
    
    
    
    (39,758
    )
    
    
    (18
    )Net operating loss
    
    
    (181,820
    )
    
    
    (221,541
    )
    
    
    39,721
    
    
    
    18Other income (expense):Other income  related party
    
    
    6,488
    
    
    
    2,174
    
    
    
    4,314
    
    
    
    198Interest income
    
    
    
    
    
    
    871
    
    
    
    (871
    )
    
    
    (100
    )Interest expense  related party
    
    
    (5,671
    )
    
    
    
    
    
    
    (5,671
    )
    
    
    100Net loss
    
    $
    (181,003
    )
    
    $
    (218,496
    )
    
    $
    37,493
    
    
    
    17
    %Deemed dividend related to beneficial
conversion feature on Series A convertible
preferred stock
    
    
    
    
    
    
    (205,145
    )
    
    
    205,145
    
    
    
    (100
    )Net loss attributable to common stockholders
    
    $
    (181,003
    )
    
    $
    (423,641
    )
    
    $
    242,638
    
    
    
    57
    %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
    )
    
    $
    (0.79
    )
    
    $
    0.45
    
    
    
    57
    %
 Revenues
 Consulting Services
 Professional Fees
  14




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




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##### Table of Contents



The Nine Months Ended September 30, 2009 Compared to the Nine Months
Ended September 30, 2008
 For the Nine Months EndedSeptember 30,2009
    
    
    2008
    
    
    2009 vs. 2008(unaudited)
    
    
    (unaudited)
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    347
    
    
    $
    619
    
    
    $
    (272
    )
    
    
    (44
    )%Cost of sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gross margin
    
    
    347
    
    
    
    619
    
    
    
    (272
    )
    
    
    (44
    )Expenses:General and administrative expenses
    
    
    32,400
    
    
    
    40,287
    
    
    
    (7,887
    )
    
    
    (20
    )Consulting services
    
    
    2,100
    
    
    
    23,738
    
    
    
    (21,638
    )
    
    
    (91
    )Professional fees
    
    
    96,411
    
    
    
    142,372
    
    
    
    (45,961
    )
    
    
    (32
    )Salaries and benefits
    
    
    422,160
    
    
    
    473,548
    
    
    
    (51,388
    )
    
    
    (11
    )Non-cash consulting expense  related party
    
    
    31,500
    
    
    
    31,500
    
    
    
    
    
    
    
    Depreciation and amortization
    
    
    3,502
    
    
    
    21,222
    
    
    
    (17,720
    )
    
    
    (83
    )(Gain)Loss on sale of assets held for sale
    
    
    (169
    )
    
    
    (309
    )
    
    
    140
    
    
    
    45Total expenses
    
    
    587,904
    
    
    
    732,358
    
    
    
    (144,454
    )
    
    
    (20
    )Net operating loss
    
    
    (587,557
    )
    
    
    (731,739
    )
    
    
    144,182
    
    
    
    20Other income (expense):Other income  related party
    
    
    28,464
    
    
    
    13,703
    
    
    
    14,761
    
    
    
    108Interest income
    
    
    518
    
    
    
    3,930
    
    
    
    (3,412
    )
    
    
    (87
    )Interest expense  related party
    
    
    (11,712
    )
    
    
    
    
    
    
    (11,712
    )
    
    
    100Net loss
    
    $
    (570,287
    )
    
    $
    (714,106
    )
    
    $
    143,819
    
    
    
    20
    %Deemed dividend related to beneficial
conversion feature on Series A convertible
preferred stock
    
    
    
    
    
    
    (205,145
    )
    
    
    205,145
    
    
    
    (100
    )Net loss attributable to common stockholders
    
    $
    (570,287
    )
    
    $
    (919,251
    )
    
    $
    348,964
    
    
    
    38
    %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
    
    $
    (1.07
    )
    
    $
    (1.72
    )
    
    $
    0.65
    
    
    
    38
    %
 Revenues
 General and Administrative Expense
 Consulting Services
  16




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##### Table of Contents



Professional Fees
 Salaries and Benefits
 Non-Cash Consulting Expense  Related Party
 Depreciation and Amortization
 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)
    
    $
    2,700
    
    
    $
    2,700
    
    
    $
    Total:
    
    $
    2,700
    
    
    $
    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
   19




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##### Table of Contents



Item 4T. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  
 
 
 
 
 
 
   Changes in Internal Controls
   20




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##### Table of Contents



Limitations on the Effectiveness of Controls
    21




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##### Table of Contents



PART II  OTHER INFORMATION
 
 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
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.1 to the Registrants Form 8-K (filed on
October 19, 2009) 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
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series B Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.2 to the Registrants Form 8-K (filed on
October 19, 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:  November 13, 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
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.1 to the Registrants Form 8-K (filed on
October 19, 2009) 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
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series B Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.2 to the Registrants Form 8-K (filed on
October 19, 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.